Common use of Labor Matters Clause in Contracts

Labor Matters. As of the date of this Agreement, Section 3.19 of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary 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 threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit Plan.

Labor Matters. As Except as set forth in Section 3.19 of the Disclosure Schedule, (a) the Companies and the Washington Entities are in compliance in all material respects with all Laws regarding employment and employment practices, conditions of employment, wages and hours with respect to the Business, and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Authority, and have withheld and paid to the appropriate Governmental Authority or are holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Companies and the Washington Entities; (b) the Companies and the Washington Entities are not engaged in unfair labor practices, and there are no unfair labor practice complaints or grievances pending or, to Company’s Knowledge, threatened against the Companies relating to employees who are employed in connection with the Business, (c) there are no claims for violations of employment or labor Laws, or age, sex, racial or other employment discrimination pending or threatened against the Companies nor the Washington Entities relating to employees of the Business, and (d) there is no labor strike, dispute or work stoppage pending or, to the Company’s Knowledge, threatened against or involving the Companies’ or the Washington Entities’ business or at the current customer locations which may affect such business or which may interfere with its continued operation, and there has been no strike, walkout or work stoppage involving any of the employees of the Companies or the Washington Entities employed with respect to the Business or at the current customer locations during the twenty-four (24) months prior to the date of this Agreement, Section 3.19 of . The Companies and the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary has made a pending demand for recognition or certificationWashington Entities have not incurred, and there are no representation circumstances exist under which the Companies or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or Washington Entities would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available incur, any Liability arising from the failure to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts pay wages (including all amendments thereto) applicable to overtime wages), from the misclassification of employees as independent contractors and/or from the misclassification of employees as exempt from the requirements of the Fair Labor Standards Act or similar state Laws. None of the Companies nor any employees Washington Entity has received notice of CenturyLink any claim that it is a joint employer or co-employer for any CenturyLink Subsidiary (third party with which it has contracted for labor during the “CenturyLink CBAs”)last three years. Except as otherwise set forth disclosed in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as Section 3.19 of the date Disclosure Schedule, there is no Action with respect to any employment-related matters, including payment of this Agreementwages, salary or overtime pay, that has entered into been asserted or is now pending or, to the Company’s Knowledge, threatened by or before any agreementGovernmental Authority with respect to any Persons currently or formerly employed (or engaged as an independent contractor) by, arrangement or understandingwho are or were applicants for employment with, whether written or oral, with any union, trade union, works council or other employee representative body of the Companies 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 CenturyLink Benefit PlanWashington Entities.

Labor Matters. As (i) Set forth on Section 5.01(s) of the date of this Agreement, Section 3.19 of the CenturyLink Company Disclosure Letter sets forth Schedule is a true and complete list of the names, titles, annual salaries, other compensation and wage and hour exemption status of all collective bargaining employees of the Company and the Company Subsidiaries and a summary of all contracts or other commitments by the Company or the Company Subsidiaries to increase the compensation or to modify the conditions or terms of employment of any of its or their employees. (ii) All employees of the Company and the Company Subsidiaries are authorized to work in the United States of America and a Form I-9 has been properly completed and retained with regard to each such employee. (iii) There are no agreements with, or pending petitions for recognition of, a labor union contracts applicable to or association as the exclusive bargaining agent for any of the employees of CenturyLink the Company or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary has made a pending demand for recognition or certification, Company Subsidiaries and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, filed with the National Labor Relations Board or any other comparable foreign, state or local labor relations tribunal or authority. To the Knowledge of CenturyLink, there There are no organizing activities, labor strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, grievances or other material labor disputes disputes, other than routine grievance matters, now pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink the Company or any of the CenturyLink Company Subsidiaries has breached or otherwise failed to comply with and there have not been any provision of any collective bargaining agreement such labor strikes, work stoppages or other labor union Contract applicable troubles, other than routine grievance matters, with respect to any employees of CenturyLink the Company or any of the CenturyLink Company Subsidiaries at any time within five (5) years of the date of this Agreement. (iv) Neither the Company nor any of the Company Subsidiaries is currently or at any time since January 1, 2010 has been a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Each of the Company and the Company Subsidiaries are in material compliance with all applicable state, federal and local Laws relating to labor, employment, termination of employment or similar matters, including but not limited to Laws relating to discrimination, disability, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave and employee terminations, and have not engaged in any unfair labor practices or similar prohibited practices. Except as would not result in any material liability to the Company or any of the Company Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There there are no written grievances complaints, lawsuits, arbitrations, administrative proceedings or written complaints outstanding other proceedings of any nature pending or, to the Knowledge of CenturyLinkthe Company, threatened against the Company or any of the Company Subsidiaries brought by any current or former employee or their eligible dependents or beneficiaries. (v) No Person has claimed, or to the Knowledge of the Company or the Company Subsidiaries, has valid reason to claim that individually any employee or former employee of the Company or the Company Subsidiaries: (x) is in violation of any material term of any employment agreement, confidentiality agreement, non-competition agreement or any restrictive covenant with such Person; (y) has disclosed or utilized any trade secret, confidential or proprietary information or documentation belonging to such Person in connection with employment with the Company or the Company Subsidiaries; or (z) has interfered in the aggregateemployment relationship with such Person and any of its present or former employees in violation of any law or enforceable agreement between such Person and the applicable employee. (vi) To the Knowledge of the Company and the Company Subsidiaries, has had no employee of the Company or would the Company Subsidiaries is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, non-competition, or proprietary rights agreement, between such Person and any other Person that could reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies (x) prohibit the performance by such Person of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink his/her duties for or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as on behalf of the date of this Agreement, has entered into any agreement, arrangement Company or understanding, whether written the Company Subsidiaries; or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede (y) adversely affect the consummation ability of the Merger or other transactions contemplated by this Agreement Company or the implementation of any layoff, redundancy, severance or similar program within Company Subsidiaries to conduct its or their respective workforces primary business. (vii) No executive or any part group of them) employees has informed the Company or (b) has any express commitmentthe Company Subsidiaries of his, whether legally enforceable her or not, to, their intent to terminate employment with the Company or not to, modify, change or terminate any CenturyLink Benefit Planthe Company Subsidiaries.

Labor Matters. As Neither the Company nor any of the date of this Agreement, Section 3.19 of the CenturyLink Disclosure Letter sets forth its Subsidiaries is a true and complete list of all party to any collective bargaining agreement or other labor union contracts applicable contract. Neither the Company nor any of its Subsidiaries has engaged in any unfair labor practice with respect to any employees of CenturyLink persons employed by or otherwise performing services primarily for the Company or any of its Subsidiaries (the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary has made a pending demand for recognition or certification"Company Business Personnel"), and there are is no representation unfair labor practice complaint or certification proceedings grievance against the Company or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with any of its Subsidiaries by the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes comparable state agency pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of in writing with respect to the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink SubsidiariesCompany Business Personnel, except for any breacheswhere such unfair labor practice, failures to comply complaint or disputes that, individually or in the aggregate, have not had and grievance would not reasonably be expected to have a CenturyLink Material Adverse EffectEffect on the Company. There are is no written grievances labor strike, dispute, slowdown or written complaints outstanding stoppage pending or, to the Knowledge of CenturyLinkthe Company, threatened that individually against or in affecting the aggregateCompany or any of its Subsidiaries which may interfere with the respective business activities of the Company or any of its Subsidiaries, has had except where such dispute, strike or work stoppage would reasonably be expected to not have a CenturyLink Material Adverse EffectEffect on the Company. CenturyLink There is no labor strike, dispute, slowdown or stoppage pending or, to the Knowledge of Company, threatened against or affecting Company or any of its Subsidiaries which may interfere with the respective business activities of Company or any of its Subsidiaries, except where such dispute, strike or work stoppage would not have a Material Adverse Effect on Company. The Company and all of its Subsidiaries are in compliance with all federal and state laws respecting employment and employment practices, immigration, terms and conditions of employment, and wages and hours, except where noncompliance would not have a Material Adverse Effect on the Company. With respect to the employees of Company and/or its Subsidiaries, to the Knowledge of Company, no event has made available to Qwest true occurred and complete copies there exists no condition or set of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable circumstances in connection with which Company, or any of its Subsidiaries or any ERISA Affiliate of Company could be subject to any employees of CenturyLink liability under any federal or state law handicap or disability discrimination law, any federal, state or local fair employment practices or nondiscrimination act, or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees applicable law 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 CenturyLink Benefit Planhave a Material Adverse Effect on Company.

Labor Matters. As of (a) Neither the date of this Agreement, Section 3.19 of the CenturyLink Disclosure Letter sets forth a true and complete list of all Company nor its Subsidiaries are party to any labor or collective bargaining or other labor union contracts applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, agreement and no such agreement is being negotiated as of the date of this Agreement, no . No labor organization has been elected as the collective bargaining agent of any employee or group of employees of CenturyLink the Company or its Subsidiaries, nor since January 1, 2012 has there been union representation involving any CenturyLink Subsidiary has made a pending demand for recognition of the employees of the Company or certification, and there its Subsidiaries. There are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities(i) picketing, strikes, work stoppages, work slowdowns, lockouts, material arbitrations or material grievances, lockouts or other material labor disputes job actions pending or or, to the Knowledge of the Company, threatened against or involving CenturyLink the Company and its Subsidiaries, (ii) material unfair labor practice charges or other labor disputes pending or, to the Knowledge of the Company, threatened by or on behalf of any CenturyLink Subsidiary. None employee or group of CenturyLink employees of the Company or its Subsidiaries, (iii) election, petition or proceeding by a labor union or representative thereof to organize any employees of the Company or its Subsidiaries or (iv) material grievance or arbitration demands against the Company or any of the CenturyLink its Subsidiaries has breached whether or otherwise failed not filed pursuant to comply with any provision of any a collective bargaining agreement agreement. (b) The Company and its Subsidiaries are in compliance with all Laws respecting the employment of labor, including wages and hours, fair employment practices, discrimination, terms and conditions of employment, workers’ compensation, collection and payment of withholding and/or social security taxes and any similar Tax, occupational safety, the Worker Adjustment and Retraining Notification Act and any similar state or other labor union Contract applicable to any employees of CenturyLink local “mass layoff” or any of “plant closing” Law (“WARN”) and the CenturyLink SubsidiariesImmigration Reform and Control Act, except for any breaches, failures where the failure to comply or disputes that, individually or be in compliance with the aggregate, have foregoing has not had and would not reasonably be expected to have have, individually or in the aggregate, a CenturyLink Company Material Adverse Effect. There are Since January 1, 2012, there has been no written grievances “mass layoff” or written complaints outstanding “plant closing” (as defined by WARN) with respect to the Company or any of its Subsidiaries. (c) No material complaints, charges, claims, litigations or actions against the Company or its Subsidiaries have been brought by or filed with (or, to the Knowledge of CenturyLinkthe Company, threatened that individually to be brought by or filed with) any Governmental Authority since January 1, 2012 based on, arising out of, in connection with, or otherwise relating to the aggregate, has had employment or would reasonably be expected termination of employment or failure to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink employ by the Company or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the implementation Subsidiaries 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 CenturyLink Benefit Planperson.

Labor Matters. As of (a) Neither the date of this Agreement, Section 3.19 of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink or Company nor any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary Stockholders 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 threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievancesbeen advised by, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or has knowledge that, any of the CenturyLink Subsidiaries Company's officers or other executive level employees (such as managing directors) intends to leave its employ. (b) The Company is in compliance in all material respects with all laws (including any legal obligation to engage in affirmative action), agreements and contracts relating to the employment of former, current, and prospective employees and independent contractors of the Company, including all such laws, agreements and contracts relating to wages, hours, collective bargaining, employment discrimination, immigration, disability, civil rights, fair labor standards, occupational safety and health, workers' compensation, pay equity, wrongful discharge and violation of the potential rights of such former, current, and prospective employees, independent contractors and leased employees, and it has breached or otherwise failed to comply with timely prepared and filed all appropriate forms required by any provision of relevant governmental authority. The Company is not engaged in any unfair labor practice. (c) No collective bargaining agreement with respect to the business of the Company is currently in effect or other labor union Contract applicable being negotiated. The Company has no obligation to negotiate any employees of CenturyLink or such collective bargaining agreement, and neither the Company nor any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes Stockholders has been advised that, individually or in has any knowledge that, the aggregate, have not had and would not reasonably employees of the Company desire to be expected to have covered by a CenturyLink Material Adverse Effect. collective bargaining agreement. (d) There are no written grievances strikes, slowdowns or written complaints outstanding work stoppages pending or, to the Knowledge best knowledge of CenturyLinkthe Company and the Stockholders, threatened that individually with respect to the employees of the Company, nor has any such strike, slowdown or work stoppage occurred or, to the best knowledge of the Company and the Stockholders, been threatened since January 1, 1998. There is no representation claim or petition pending before or any federal, state or local labor agency, and, to the best knowledge of the Stockholders, no question concerning representation has been raised or threatened since January 1, 1998 respecting the employees of the Company. (e) There are no complaints or charges against the Company pending before any federal, state or local labor agency, and, to the best knowledge of the Stockholders, no person has threatened since January 1, 1998 to file any complaint or charge against the Company with any such board or agency. (f) No charges with respect to or relating to the business of the Company or any affiliate thereof are pending before any federal, state or local agency responsible for the prevention of unlawful employment practices. (g) Since January 1, 1998, the Company has not received any notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation of the Company, and, to the best knowledge of the Stockholders, no such investigation is in progress. (h) Schedule 3.14 hereto is a schedule setting forth, the aggregateannual base salary of each salaried employee of the Company as of June 30, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true 1999 and complete copies as proposed as of January 1, 2000. (i) Schedule 3.14 hereto contains the names of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees or former employees of CenturyLink the Company who are receiving, or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of who are entitled to receive after the date of this Agreementhereof, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the implementation continuing payments of any layoff, redundancy, severance or similar program within its or their respective workforces (or any part kind after termination of them) or (b) has any express commitment, whether legally enforceable or not, to, or not to, modify, change or terminate any CenturyLink Benefit Planemployment together with the annual amounts payable to each of such employees and the duration of such payments.

Labor Matters. As of Except as disclosed in the FPL SEC Reports filed prior to the date of this Agreement, Agreement or Section 3.19 3.01(m) of the CenturyLink FPL Disclosure Letter sets forth Letter, neither FPL nor any of its subsidiaries is a true and complete list of all party to any collective bargaining agreement or other labor agreement with any union contracts applicable or labor organization. Except as disclosed in the FPL SEC Reports filed prior to any employees the date of CenturyLink this Agreement or any in Section 3.01(m) of the CenturyLink Subsidiaries. To the Knowledge of CenturyLinkFPL Disclosure Letter, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary has made a pending demand for recognition or certification, and there are no representation disputes pending or, to the knowledge of FPL, threatened between FPL or certification proceedings any of its subsidiaries and any trade union or petitions seeking a representation proceeding presently other representatives of its employees and there is no charge or complaint pending or threatened to be brought in writing against FPL or filed, with any of its subsidiaries before the National Labor Relations Board (the "NLRB"), except in each case as, individually or any other labor relations tribunal or authority. To in the Knowledge aggregate, have not had and could not reasonably be expected to have a material adverse effect on FPL, and, to the knowledge of CenturyLinkFPL, as of the date of this Agreement, 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 organizational efforts presently being made involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink the employees of FPL or any of its subsidiaries. From December 31, 1996, to the CenturyLink Subsidiaries date of this Agreement, there has breached been no work stoppage, strike or otherwise failed other concerted action by employees of FPL or any of its subsidiaries and, to the knowledge of FPL, no such action has been threatened in writing, except in each case as, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on FPL. Except as disclosed in the FPL SEC Reports filed prior to the date of this Agreement or in Section 3.01(m) of the FPL Disclosure Letter, since January 1, 1994, neither FPL nor any of its subsidiaries has engaged in any "plant closing" or "mass layoff", as defined in the Worker Adjustment Retraining and Notification Act or any comparable state or local law, without complying with the notice requirements of such laws, except for such failures to comply with any provision the notice requirements of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes such laws that, individually or in the aggregate, have not had and would could not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit Planadverse effect on FPL.

Labor Matters. As Except as disclosed in the IGL SEC Documents or the IGL Letter, neither IGL nor any of the date of this Agreementits Subsidiaries has any labor contracts, Section 3.19 of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining agreements or other labor union contracts applicable to material employment or consulting agreements with any employees of CenturyLink persons employed by or otherwise performing services primarily for IGL or any of its Subsidiaries (the CenturyLink "IGL Business Personnel") or any representative of any IGL Business Personnel. Except as set forth in the IGL SEC Documents or the IGL Letter, neither IGL nor any of its Subsidiaries has engaged in any unfair labor practice with respect to IGL Business Personnel, and there is no unfair labor practice complaint pending against IGL or any of its Subsidiaries with respect to IGL Business Personnel, which, in either case, would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as set forth in the IGL SEC Documents or the IGL Letter, there is no material labor strike, dispute, slowdown or stoppage pending or, to the knowledge of IGL, threatened against IGL or any of its Subsidiaries, and neither IGL nor any of its Subsidiaries has experienced any material primary work stoppage or other material labor difficulty involving its employees during the last three years. To Except as disclosed in the Knowledge IGL SEC Documents or the IGL Letter, neither IGL nor any of CenturyLinkits Subsidiaries has, as of the date of this Agreement, no labor organization any material pending grievance, claim or group of employees of CenturyLink arbitration involving discrimination or harassment based upon sex, age, marital status, race, religion, color, sexual preference or handicap, including but not limited to any proceedings before the Equal Employment Opportunity Commission, or any CenturyLink Subsidiary has made a pending demand for recognition federal, state or certification, and there are no representation local agency or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit Plancourt.

Labor Matters. As of Neither the date of this Agreement, Section 3.19 of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink or Company nor any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of this Agreement, no Subsidiaries is engaged in any unfair labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary 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 threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, practice; except for any breaches, failures to comply or disputes thatmatters which would not, individually or in the aggregate, have not had and would not be reasonably be expected to have a CenturyLink Material Adverse Effect. There are , (i) there is (A) no written grievances or written complaints outstanding unfair labor practice complaint pending or, to the Knowledge of CenturyLinkCompany’s knowledge, threatened that individually against the Company or any of the Subsidiaries before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending or, to the Company’s knowledge, threatened, (B) no strike, labor dispute, slowdown or stoppage pending or, to the Company’s knowledge, threatened against the Company or any of the Subsidiaries and (C) no union representation dispute currently existing concerning the employees of the Company or any of the Subsidiaries; (ii) to the Company’s knowledge, no union organizing activities are currently taking place concerning the employees of the Company or any of the Subsidiaries; and (iii) there has been no violation of any federal, state, local or foreign law relating to discrimination in the aggregatehiring, has had promotion or pay of employees, any applicable wage or hour laws, any provision of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN Act”), or the WARN Act’s state, foreign or local equivalent, or any provision of the Employee Retirement Income Security Act of 1974 (“ERISA”), or the rules and regulations promulgated thereunder concerning the employees of the Company or any of the Subsidiaries; the Company and each Subsidiary is in compliance with all presently applicable provisions of ERISA, except where such non-compliance would not be reasonably be expected to have result in a CenturyLink Material Adverse Effect. CenturyLink ; no “reportable event” (as defined in ERISA) has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable occurred with respect to any employees of CenturyLink “pension plan” (as defined in ERISA) to which the Company or any CenturyLink Subsidiary contributes or which the Company or any Subsidiary maintains; the Company and each Subsidiary has not incurred and does not expect to incur liability under (x) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (y) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “CenturyLink CBAsCode”). Except as otherwise set forth in ; and each “pension plan” for which the CenturyLink CBAs, neither CenturyLink nor Company or any CenturyLink Subsidiary (awould have any liability that is intended to be qualified under Section 401(a) as of the date of this Agreement, Code is so qualified and nothing has entered into any agreement, arrangement or understandingoccurred, whether written by action or oralby failure to act, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede cause the consummation loss 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 CenturyLink Benefit Plansuch qualification.

Labor Matters. As Except as set forth in Sections 3.13 and 3.18 of the date of this AgreementCompany Disclosure Schedule, Section 3.19 insofar as the operations of the CenturyLink Disclosure Letter sets forth a true Company and complete list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries. To Company Subsidiaries in the Knowledge of CenturyLinkUnited States are concerned, as of the date of this AgreementAgreement (i) there is no labor strike, no dispute, slowdown, stoppage or lockout actually pending, or the to the knowledge of the Company, threatened against or affecting the Company or any of the Company Subsidiaries and during the past five years there has not been any such action, (ii) neither the Company nor any of the Company Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or group of employee association applicable to employees of CenturyLink the Company or any CenturyLink Subsidiary has made a pending demand for recognition of the Company Subsidiaries, (iii) none of the employees of the Company or certificationany of the Company Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any union organizing activities among the employees of the Company or any of the Company Subsidiaries within the past five years, and nor does any question concerning representation exist as of the date of this Agreement concerning such employees, (iv) there are no representation material written personnel policies, rules or certification proceedings procedures applicable to employees of the Company or petitions seeking a representation proceeding presently pending or threatened any of the Company Subsidiaries, other than those set forth in Section 3.18 of the Company Disclosure Schedule, true and correct copies of which have heretofore been delivered to be brought or filedPurchaser, (v) neither the Company nor any of the Company Subsidiaries has received any notice that it is not in compliance, in all material respects, with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other similar laws of any jurisdiction, (vi) there is no unfair labor practice or similar charge or complaint against the Company or any of the Company Subsidiaries pending or, to the knowledge of the Company, threatened before the National Labor Relations Board or any other labor relations tribunal similar state or authority. To the Knowledge foreign agency, (vii) there is no material grievance arising out of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations any collective bargaining or material grievances, similar agreement or other material labor disputes pending or threatened against or involving CenturyLink or grievance procedure relating to any CenturyLink Subsidiary. None employee of CenturyLink the Company or any of the CenturyLink Subsidiaries has breached Company Subsidiaries, (viii) to the knowledge of the Company, no charges with respect to or otherwise failed relating to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink the Company or any of the CenturyLink SubsidiariesCompany Subsidiaries are pending before the Equal Employment Opportunity Commission or any other federal, except state, local or foreign agency responsible for the prevention of unlawful employment practices, (ix) neither the Company nor any breachesof the Company Subsidiaries has received notice of the intent of any federal, failures state, local or foreign agency responsible for the enforcement of labor or employment laws to comply conduct an investigation with respect to or disputes thatrelating to the Company or any of the Company Subsidiaries and no such investigation is in progress, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There (x) there are no written grievances complaints, lawsuits or written complaints outstanding other proceedings pending or, to the Knowledge knowledge of CenturyLinkthe Company, threatened that individually in any forum by or on behalf of any present or former employee of the Company or any of the Company Subsidiaries, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract or employment, any laws governing employment or the termination thereof or other discriminatory, wrongful or tortuous conduct in connection with the aggregateemployment relationship, has had or except in each case which would reasonably be expected to have not result in a CenturyLink Company Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit Plan.

Labor Matters. As of (a) Except as would not be material to the date of this AgreementCompany and its Subsidiaries, Section 3.19 of taken as a whole, neither the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink or Company nor any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLinkits Subsidiaries is, as of the date of this or since January 1, 2017 has been, a party to or subject to, or is currently negotiating in connection with entering into, any Company Collective Bargaining Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary 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 threatened have not been any, and to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, Company’s knowledge there are no organizing activitiesthreatened, strikesorganizational campaigns, work stoppagescard solicitations, slowdowns, lockouts, material arbitrations or material grievances, petition or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None unionization activity seeking recognition of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any a collective bargaining agreement or other labor union Contract applicable unit relating to any employees of CenturyLink current or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have former Company Service Provider. Except as has not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding orhave, to the Knowledge of CenturyLink, threatened that 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 Company Service Provider with respect to the Company or its Subsidiaries. Except as would not be material to Company and its Subsidiaries, taken as a whole, 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. (b) Since January 1, 2017, (i), no allegations of sexual harassment or other sexual misconduct have been made against any employee of the Company with the title of executive director or above through the Company’s anonymous employee hotline or any formal human resources communication channels at the Company, and (ii) there are no Actions pending or, to the Company’s knowledge, threatened related to any allegations of sexual harassment or other sexual misconduct by any employee of the Company with the title of executive director or above. Since January 1, 2017, neither the Company nor any of its Subsidiaries have entered into any settlement agreements related to allegations of sexual harassment or other sexual misconduct by any employee of the Company with the title of executive director or above. (c) The Company and each of its Subsidiaries is, and has had 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 have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink cause Parent or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor of its Affiliates to have any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council material liability or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede obligation following 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 CenturyLink Benefit PlanClosing Date under WARN.

Labor Matters. As (a) The Company and its Subsidiaries are, and have been since January 1, 2010 in material compliance with all Applicable Law relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, employee classification, discrimination, sexual harassment, 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 date Company nor any of this its Subsidiaries is or has been a party to or subject to, or is currently negotiating in connection with entering into, any Collective Bargaining Agreement, Section 3.19 and there has not been any organizational campaign, petition or other unionization activity seeking recognition of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable unit relating to any employees of CenturyLink or Service Provider. Neither the Company nor any of its Subsidiaries has failed to comply with the CenturyLink Subsidiaries. To the Knowledge provisions of CenturyLink, as of the date of this any Collective Bargaining Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary has made a pending demand for recognition or certification, and there are no representation grievances outstanding against the Company or certification proceedings any of its Subsidiaries under any such agreement. There are no unfair labor practice complaints pending or, to the knowledge of any Seller, threatened against the Company or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with any of its Subsidiaries before the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink Governmental Authority or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor current union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effectrepresentation questions involving Service Providers. There are is no written grievances labor strike, slowdown, stoppage, picketing, interruption of work or written complaints outstanding lockout pending or, to the Knowledge knowledge of CenturyLinkany Seller, threatened that individually against or in affecting the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink Company or any CenturyLink Subsidiary (of its Subsidiaries. The consent or consultation of, or the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAsrendering of formal advice by, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement labor or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede is not required for the consummation of the Merger or other transactions contemplated by Company to enter into this Agreement or to consummate any of the implementation transactions contemplated hereby. (c) Each of the Company and its Subsidiaries is, and has been since January 1, 2013, in compliance with WARN and has no liabilities or other obligations thereunder. Neither the Company nor any layoff, redundancy, severance or similar program within of its or their respective workforces (Subsidiaries has taken any action that would reasonably be expected to cause Buyer or any part of them) its Affiliates to have any liability or (b) has any express commitment, whether legally enforceable or not, to, or not to, modify, change or terminate any CenturyLink Benefit Planother obligation following the Closing Date under WARN.

Labor Matters. As (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries are, and have been since January 1, 2017, in compliance with all Applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, worker classification, discrimination, sexual harassment, 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 date Company nor any of this Agreementits Subsidiaries is or, Section 3.19 of the CenturyLink Disclosure Letter sets forth since January 1, 2017, has been a true and complete list of all party to or subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement or works council agreement, and, to the Company’s knowledge, since January 1, 2017, there has not been any organizational campaign, petition or other labor union contracts applicable unionization activity seeking recognition of a collective bargaining unit or works council relating to any employees of CenturyLink Company Service Provider. There are no unfair labor practice complaints pending or, to the Company’s knowledge, threatened in writing against the Company or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary 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 threatened to be brought or filed, with its Subsidiaries before the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink Governmental Authority or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor current union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effectrepresentation questions involving Company Service Providers. There are is no written grievances labor strike, slowdown, stoppage, picketing, interruption of work or written complaints outstanding lockout pending Table of Contents or, to the Knowledge of CenturyLinkCompany’s knowledge, threatened that individually in writing against or in affecting the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink Company or any CenturyLink Subsidiary of its Subsidiaries. (c) The consent or consultation of, or the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAsrendering of formal advice by, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement labor or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede is not required for the consummation of the Merger or other transactions contemplated by Company to enter into this Agreement or to consummate any of 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 CenturyLink Benefit Plantransactions contemplated hereby.

Labor Matters. As of (i) Neither the date of this Agreement, Section 3.19 of the CenturyLink Disclosure Letter sets forth Company nor its Subsidiaries is a true and complete list of all party to or bound by any collective bargaining or other labor union contracts applicable to any employees of CenturyLink agreement or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLinkother labor-related Contract with any labor union, as of the date of this Agreement, no labor organization or group of employees of CenturyLink works council and no such Contracts are currently being negotiated by the Company or any CenturyLink Subsidiary its Subsidiaries, (ii) no labor union, labor organization or works council has made a written pending demand for recognition or certificationcertification since January 1, 2019, and (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or or, to the knowledge of the Company, threatened in writing to be brought or filed, filed with the National Labor Relations Board or any other applicable labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes thatGovernmental Authority. (b) Except as would not be material, individually or in the aggregate, have to the Company and its Subsidiaries, taken as a whole, each of the Company and its Subsidiaries (i) is in compliance with all applicable Laws regarding employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification, non-discrimination, wages and hours, immigration, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, and unemployment insurance, (ii) has not had committed any unfair labor practice as defined by the National Labor Relations Act or received written notice of any unfair labor practice complaint against it pending before the National Labor Relations Board that remains unresolved, and would (iii) since January 1, 2019, has not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding experienced any actual or, to the Knowledge knowledge of CenturyLinkthe Company, threatened that material labor disputes, strikes, lockouts, picketing, hand billing, slow-downs or work stoppages against or affecting the Company or its Subsidiaries. (c) Except as would not, individually or in the aggregate, has had or would reasonably be expected material to have the Company and its Subsidiaries, taken as a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true whole, the Company and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable its Subsidiaries are not delinquent in payments to any employees or former employees for any services or amounts required to be reimbursed or otherwise paid. (d) To the knowledge of CenturyLink the Company, no employee of the Company or its Subsidiaries is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, non-competition agreement, restrictive covenant or other obligation: (i) to the Company or its Subsidiaries or (ii) to a former employer of any such employee relating (A) to the right of any such employee to be employed by the Company or its Subsidiaries or (B) to the knowledge or use of trade secrets or proprietary information. (e) The Company has not had, nor to the knowledge of the Company are there any facts that would give rise to, any workforce changes resulting from disruptions due to the 2019 novel coronavirus, any economic effect thereof or COVID-19 Measures (as defined below), whether directly or indirectly, including any actual or expected terminations, layoffs, furlough or shutdowns (whether voluntary or by Law), or any CenturyLink Subsidiary (changes to benefit or compensation programs, nor are any such changes currently contemplated. “COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other Law, or directive, by any Governmental Authority in connection with or in response to the “CenturyLink CBAs”)2019 novel coronavirus, including, but not limited to, the CARES Act or any similar applicable federal, state or local Law. Since January 1, 2019, the Company has not materially reduced the compensation or benefits of any of its employees or otherwise reduced the working schedule of any of its employees, in each case, for any reason relating to the 2019 novel coronavirus. Except as otherwise set forth in on Schedule 4.15(e), the CenturyLink CBAs, neither CenturyLink nor Company has not applied for or received any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council “Paycheck Protection Program” payments or other loans in connection with the CARES Act, and has not claimed any employee representative body or any material number or category of its employees which would prevent, restrict or materially impede retention credit under 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 CenturyLink Benefit PlanCARES Act.

Labor Matters. As (a) Neither the Company nor any of its Subsidiaries is a party to or bound by any Collective Bargaining Agreement, and, except as set forth on Section 3.13(a) of the date of this AgreementCompany Disclosure Schedule, Section 3.19 no employee of the CenturyLink Disclosure Letter sets forth Company or any of its Subsidiaries is represented by a true and complete list of all collective bargaining labor or trade union, works council or other labor union contracts applicable organization or representative body with regard to their employment with the Company or a Subsidiary. Neither the Company nor any employees of CenturyLink its Subsidiaries is the subject of an unresolved Claim asserting that it or any such Subsidiary has committed an unfair labor practice (within the meaning of the CenturyLink Subsidiaries. To the Knowledge of CenturyLinkNational Labor Relations Act). (b) Since January 1, as of the date of this Agreement2019, no labor union or labor organization or group of employees of CenturyLink the Company or any CenturyLink Subsidiary Subsidiaries has made a pending demand for recognition or certification, and and, to the knowledge of the Company, there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or or, to the knowledge of the Company, threatened to be brought or filed, filed with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge knowledge of CenturyLinkthe Company, since January 1, 2019, there are have been no labor union organizing activitiesactivities with respect to any employees of the Company or any Subsidiaries. No Collective Bargaining Agreement is being negotiated or renegotiated by the Company or any of its Subsidiaries, strikesand neither the Company nor any of its Subsidiaries is under any obligations to negotiate a Collective Bargaining Agreement. Since January 1, 2019, there has been no strike, work stoppagesstoppage, slowdowns, lockouts, material arbitrations or material grievances, slowdown or other material labor disputes pending disruption or threatened against or dispute involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink the Company or any of its Subsidiaries pending or, or to the CenturyLink Subsidiaries has breached Company’s knowledge, threatened. The transactions contemplated by this Agreement (including the Merger) have not triggered and will not trigger any obligations to obtain the consent of or otherwise failed to comply with approval from any provision of any collective bargaining agreement labor or trade union, works council, or other labor union Contract organization or employee representative body or similar obligation. (c) Since January 1, 2019, the Company and each of its Subsidiaries have been in compliance with all applicable Laws, Contracts, and Orders relating to employment, employment practices, hiring, background checks, compensation, immigration, employee leave, benefits (including with regard to disability), hours, wage and hour requirements, terms and conditions of employment, and the termination of employment, including the proper classification of employees as exempt or nonexempt from overtime pay requirements and the proper classification of individuals as contractors or employees, unemployment insurance, collective dismissals and the Worker Adjustment and Retraining Notification Act (together with any employees of CenturyLink similar foreign, state, or local Law, the “WARN Act”), and any of the CenturyLink Subsidiariesapplicable similar foreign, except state or local Laws, equal opportunity, plant closures and layoffs (including WARN), affirmative action, workers’ compensation, labor relations, accommodations, unemployment insurance, harassment or discrimination in employment, employee health and safety, privacy, collective bargaining or discipline, in each case for any breaches, failures such non-compliance as would not have or reasonably be expected to comply or disputes thathave, individually or in the aggregate, have not had and a Material Adverse Effect. (d) Except as would not have or reasonably be expected to have a CenturyLink Material Adverse Effect, since January 1, 2019, the Company and each of its Subsidiaries have withheld all amounts required by applicable Law to be withheld from the wages, salaries and other payments to employees, and are not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing. There are no written grievances To the Company’s knowledge, neither the Company nor any of its Subsidiaries is liable for any material payment to any trust or written complaints outstanding orother fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits for employees (other than routine payments to the Knowledge of CenturyLink, threatened that individually or be made in the aggregateordinary course of business). (e) Since January 1, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs2019, neither CenturyLink the Company nor any CenturyLink Subsidiary of its Subsidiaries has carried out a “plant closing” or “mass layoff” (aas such terms are defined under the WARN Act) as of or otherwise triggered liability under the WARN Act. In the six (6) month period prior to the date of this Agreement, there has been no “employment loss” (as defined under the WARN Act), layoff or material reduction in hours of work that, if continued, in the aggregate would reasonably be expected to constitute a “plant closing” or “mass layoff” under the WARN Act. (f) During the past three (3) years, to the knowledge of the Company, (i) the Company and its Subsidiaries have investigated all material allegations of discrimination, sexual or other harassment, or similar misconduct (“Misconduct”) of which their human resources representatives or executive employees are or were aware and have taken all legally required actions with respect to such allegations, (ii) there have been no material allegations of Misconduct involving any officer or executive employee of the Company or any Subsidiary, and (iii) neither the Company nor any of its Subsidiaries have entered into any agreementwritten settlement, arrangement non-disclosure, non-disparagement or understandingsimilar agreement in connection with or to resolve any allegation of Misconduct against an officer or executive employee, whether written in each case that would reasonably be expected to be materially injurious to the business or oral, with any union, trade union, works council or other employee representative body reputation of the Company 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 (Subsidiaries 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 CenturyLink Benefit Plantheir officers.

Labor Matters. As Except as disclosed on Section 3.17 of the date of this AgreementDisclosure Schedule, Section 3.19 neither the Company nor any of the CenturyLink Disclosure Letter sets forth a true and complete list of all Associated Subsidiaries is party to any collective bargaining or other agreement with respect to the Business nor does any labor union contracts applicable to or collective bargaining agent represent any employees of CenturyLink the Company or any of the CenturyLink SubsidiariesAssociated Subsidiaries who are employed with respect to the Business. To the Knowledge of CenturyLink, Except as set forth in Section 3.17 of the date of this AgreementDisclosure Schedule, there is no labor organization strike, slow-down or group of stoppage pending, or to the Company's knowledge, threatened by the employees of CenturyLink the Company or any CenturyLink Subsidiary has made a of the Associated Subsidiaries, nor are there any pending demand for recognition grievances (or certificationarbitrations thereon), and there are no representation nor have any unfair labor practice charges with respect to the Company or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, any of the Associated Subsidiaries been filed with the National Labor Relations Board Board, nor have any written or any other labor relations tribunal oral grievances had the result of varying the terms or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any effect of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision terms of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink which the Company or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, Associated Subsidiary is a party which individually or in the aggregate, aggregate have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink Except as set forth in Section 3.17 of the Disclosure Schedule, neither the Company nor any Associated Subsidiary has made available taken any action within the ninety (90) day period prior to Qwest true the date hereof, and complete copies of all collective bargaining agreements will not take such action prior to Closing, which resulted in or which will result in an "employment loss" as such term is defined in the Worker Adjustment and other labor union contracts Retraining Notification Act, 29 U.S.C. Sections 2101-2109 (including all amendments thereto) applicable the "WARN Act"), with respect to any employees employee of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”)Business. Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as Section 3.17 of the date Disclosure Schedule, since September 30, 1997, the Company and the Associated Subsidiaries have not increased the compensation of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or Business, except for increases for merit based promotions in the implementation ordinary course 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 CenturyLink Benefit Planbusiness.

Labor Matters. As (a) Since December 28, 2008, (i) neither the Company nor any of its Subsidiaries is or has been a party to any collective bargaining agreement, labor union contract, trade union agreement, or any other labor-related agreements with any labor union, labor organization or works council (each a “Collective Bargaining Agreement”), (ii) no employees of the date Company or any of this Agreementits Subsidiaries are or have been represented by any labor union, Section 3.19 labor organization or works council in connection with their employment with the Company or any Subsidiary, (iii) to the Knowledge of the CenturyLink Disclosure Letter sets forth a true Company, there currently are no, and complete list there have not been any, activities or proceedings of all collective bargaining any labor or other labor trade union contracts applicable to organize any employees of CenturyLink the Company or any of its Subsidiaries, (iv) no Collective Bargaining Agreement is being or has been negotiated by the CenturyLink Company or any of its Subsidiaries. To , and (v) there currently is no, and there has not been any, strike, lockout, slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the Knowledge of CenturyLinkthe Company, as threatened that may materially interfere with the respective business activities of the date Company or any of this Agreementits Subsidiaries. (b) Except as set forth in Section 3.9(a) of the Company Disclosure Schedule or for failures to be in compliance that do not have, no labor organization or group and would not reasonably be expected to have, a Company Material Adverse Effect, the Company and its Subsidiaries are in compliance with applicable Laws and Orders with respect to hiring, employment, and termination of employment (including but not limited to applicable Laws regarding wage and hour requirements, tips, correct classification of independent contractors and of employees as exempt and non-exempt, work authorization status, discrimination in employment, harassment, retaliation and reasonable accommodation, leaves of CenturyLink absence, terms and conditions of employment, employee health and safety, collective bargaining and the Worker Adjustment and Retraining Notification Act (“WARN”) and any similar state or local “mass layoff” or “plant closing” law). There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company or any CenturyLink Subsidiary has made a of its Subsidiaries since December 28, 2008. No material complaint, charge, claim or proceeding based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment or failure to employ by the Company or any of its Subsidiaries, of any individual is now pending demand for recognition or, to the Knowledge of the Company, threatened against the Company or certificationany of its Subsidiaries, before any Governmental Authority or regulatory authority, and there are is no representation material complaint, charge, claim or certification proceedings proceeding before any Governmental Authority or petitions seeking regulatory authority with respect to a representation proceeding presently violation of any occupational safety or health standards that is now pending or threatened or, to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLinkthe Company, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink the Company or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink its Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have . (c) Except as do not had and would not reasonably be expected to have a CenturyLink Company Material Adverse Effect. There are no written grievances , neither the Company nor any of its Subsidiaries is liable for any payment to any trust or written complaints outstanding orother fund or to any Governmental Entity, with respect to the Knowledge of CenturyLinkunemployment compensation benefits, threatened that individually social security or other benefits for employees (other than routine payments to be made in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies ordinary course of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”business). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit Plan.

Labor Matters. As of (a) Except as would not be material to the date of this AgreementCompany and its Subsidiaries, Section 3.19 of taken as a whole, neither the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink or Company nor any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLinkits Subsidiaries is, as of the date of this or since January 1, 2018 has been, a party to or subject to, or is currently negotiating in connection with entering into, any Company Collective Bargaining Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary 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 threatened have not been any, and to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, Company’s knowledge there are no organizing activitiesthreatened, strikesorganizational campaigns, work stoppagescard solicitations, slowdowns, lockouts, material arbitrations or material grievances, petitions or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None unionization activity seeking recognition of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any a collective bargaining agreement or other labor union Contract applicable unit relating to any employees of CenturyLink current or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have former Company Personnel. Except as has not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding orhave, to the Knowledge of CenturyLink, threatened that 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 Company Personnel with respect to the Company or its Subsidiaries. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, 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. (b) Since January 1, 2018, (i) no allegations of sexual harassment or other sexual misconduct or workplace discrimination or harassment (including based on race, ethnicity or gender) have been made against any employee of the Company with the title of Assistant Vice President or above through the Company’s anonymous employee hotline or any formal human resources communication channels at the Company, and (ii) there are no Actions pending or, to the Company’s knowledge, threatened related to any allegations of sexual harassment or other sexual misconduct or workplace discrimination or harassment (including based on race, ethnicity or gender) by any employee of the Company with the title of Assistant Vice President or above. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2018, neither the Company nor any of its Subsidiaries has entered into any settlement agreements related to any such matter. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries is, and has been since January 1, 2018, in 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 have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink cause Parent or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor of its Affiliates to have any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council material liability or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede obligation following 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 CenturyLink Benefit PlanClosing Date under WARN.

Labor Matters. As (a) Except to the extent set forth in Section 3.22 of the date of this AgreementCompany Disclosure Schedule, Section 3.19 (i) there is no labor strike, slowdown, stoppage or lockout actually pending or, to the knowledge of the CenturyLink Disclosure Letter sets forth Company, threatened against or affecting the Company or any of its Subsidiaries and during the past three years there has not been any such action; (ii) to the knowledge of the Company, there is no union claims to represent the employees of the Company or any of its Subsidiaries; (iii) neither the Company nor any of its Subsidiaries is a true and complete list of all party to or bound by any collective bargaining or other similar agreement with any labor union contracts applicable organization, or work rules or practices agreed to with any labor organization or employee association; (iv) none of the employees of CenturyLink the Company or any of its Subsidiaries is represented by any labor organization and the CenturyLink Subsidiaries. To Company does not have any knowledge of any current union organizing activities among the Knowledge of CenturyLink, as employees of the date of this Agreement, no labor organization or group of employees of CenturyLink Company or any CenturyLink Subsidiary has made a pending demand for recognition or certificationof its Subsidiaries, and nor does any question concerning representation exist concerning such employees; (v) there are no representation written personnel policies, rules or certification proceedings procedures applicable to employees of the Company or petitions seeking a representation proceeding presently any of its Subsidiaries, other than those set forth in Section 3.22 of the Company Disclosure Schedule, true and correct copies of which have heretofore been delivered to Parent; (vi) there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries pending or or, to the knowledge of the Company, threatened to be brought or filed, with before the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, similar state agency; and (vii) there are is no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision grievance arising out of any collective bargaining agreement or other labor union Contract applicable to grievance procedure. Within the last five years, neither the Company nor any employees of CenturyLink its Subsidiaries has effectuated (i) a "plant closing" (as defined in the Worker Adjustment and Retraining Notification Act (the "WARN Act") affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any of the CenturyLink its Subsidiaries, except for any breaches, failures to comply ; or disputes that, individually or (ii) a "mass layoff" (as defined in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances WARN Act) affecting any site of employment or written complaints outstanding or, to facility of the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink Company or any CenturyLink Subsidiary (the “CenturyLink CBAs”)of its Subsidiaries. Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as Section 3.22 of the Company Disclosure Schedule, none of the Company's or its Subsidiaries' employees has suffered an "employment loss" (as defined in the WARN Act) within the period 90 days prior to date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit Plan.

Labor Matters. As (a) There is no labor strike, dispute, corporate campaign, slowdown, stoppage or lockout actually pending, or to the Knowledge of the date of this AgreementCompany, Section 3.19 of threatened against or affecting the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink Company or any of Company Subsidiary and during the CenturyLink Subsidiariespast five years there has not been any such action. To the Knowledge of CenturyLinkthe Company, as no representation question exists respecting the employees of the date Company or any Company Subsidiary. (b) None of this Agreement, no the employees of the Company or any Company Subsidiary is represented by any labor organization or group and, to the Knowledge of the Company, there have been no union organizing activities among the employees of CenturyLink the Company or any CenturyLink Company Subsidiary within the past five years, nor does any question concerning representation exist concerning such employees. (i) Each of the Company and each of the Company Subsidiaries is and has made a pending demand for recognition or certificationbeen in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages and hours, immigration, the payment of social security and similar taxes, occupational safety and health and plant closing, and there are is not and has not engaged in any unfair labor practice that could reasonably be expected to result in a loss to the Company or any Company Subsidiary in excess of $250,000; (ii) no representation unfair labor practice complaint against the Company or certification proceedings or petitions seeking a representation proceeding presently any of the Company Subsidiaries is pending or threatened to be brought or filed, with before the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are Board; (iii) no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not employee grievance exists which could reasonably be expected to have a CenturyLink Material Adverse Effect. There are ; (iv) no written grievances arbitration proceeding arising out of or written complaints outstanding or, to under any collective bargaining agreement is pending and no claim therefor has been asserted; and (v) no collective bargaining agreement is currently being negotiated by the Company or any of the Company Subsidiaries. (d) To the Knowledge of CenturyLinkthe Company, threatened that individually no charge with respect to or in relating to the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink Company or any CenturyLink Company Subsidiary (is pending before the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body Equal Employment Opportunity Commission or any material number or category other agency responsible for the prevention 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 CenturyLink Benefit Planunlawful employment practices.

Labor Matters. As of the date of this Agreement, Section 3.19 of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary has made a pending demand Except 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 other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes thatsuch matters which would not have, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink an ETP Material Adverse Effect, none of ETP, ETP GP, ETP 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 ETP, ETP GP, ETP Managing GP or any of their respective Subsidiaries with respect to such matters and, to the Knowledge of ETP and ETP GP, no such investigation is in progress. There Except for such matters which would not have, individually or in the aggregate, an ETP Material Adverse Effect, (i) there are no written grievances (and have not been during the two-year period preceding the date of this Agreement) strikes or written complaints outstanding lockouts with respect to any employees of ETP, ETP GP, ETP Managing GP or any of their respective Subsidiaries, (ii) to the Knowledge of ETP and ETP 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 ETP, ETP GP, ETP 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 than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of CenturyLinkETP or ETP GP, threatened against ETP, ETP GP, ETP 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 the Knowledge of ETP or ETP GP, threatened with respect to any employees of ETP, ETP GP, ETP Managing GP or any of their respective Subsidiaries. None of ETP, ETP GP, ETP Managing GP or any of their respective Subsidiaries has any liabilities under the Worker Adjustment and Retraining Act of 1988 (the “WARN Act”) as a result of any action taken by ETP, ETP GP, ETP Managing GP or any of their respective Subsidiaries that would have, individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink an ETP Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink Except for such non-compliance which would not have, individually or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAsaggregate, neither CenturyLink nor any CenturyLink Subsidiary (a) as an ETP Material Adverse Effect, ETP, ETP GP, ETP Managing GP and each of their respective Subsidiaries is, and during the two year period preceding the date of this AgreementAgreement has been, has entered into any agreementin compliance with all applicable Laws in respect of employment and employment practices, arrangement or understandingterms and conditions of employment, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category wages and hours and occupational safety and health (including classifications of its service providers as 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 CenturyLink Benefit Planand/or independent contractors).

Labor Matters. As of the date of this Agreement, Section 3.19 of the CenturyLink Disclosure Letter sets forth (a) The Company has provided Parent with a true and complete list of all collective bargaining or other labor union contracts applicable to any employees each employee of CenturyLink the Company or any Subsidiary as of the CenturyLink Subsidiaries. To date hereof and in the Knowledge case of CenturyLinkeach such employee, the following information, if applicable, as of the date hereof: (i) title or position; (ii) date of this Agreementhire; (iii) work location; (iv) whether full-time or part-time and whether exempt or non-exempt; (v) whether absent from active employment and if so, the date such absence commenced and the anticipated date of return to active employment; and (vii) annual base salary. The Company has provided Parent with a true and complete list of each individual independent contractor providing services to the Company or any Subsidiary as of the date hereof and in the case of each such individual independent contractor, the following information as of the date hereof: (i) date of commencement of service; and (ii) independent contractor or consulting fees. (b) The Company and each Subsidiary has been since January 1, 2015 and is in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, collective bargaining, disability, immigration, health and safety, wages, hours and benefits, harassment, non-discrimination in employment, workers’ compensation, and unemployment compensation. (c) There are no unfair labor practice charges or employee grievance claims, actions or charges pending against the Company or any Subsidiary, and, to the Company’s Knowledge, no labor organization such charges have been threatened. (d) Neither the Company nor any Subsidiary is or group of employees of CenturyLink has been a party to or any CenturyLink Subsidiary 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 threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievancessubject to, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply is currently negotiating in connection with any provision of entering into, any collective bargaining agreement agreement, and, to the Company’s Knowledge, there has not been any organizational campaign, petition or other labor union Contract applicable unionization activity seeking recognition of a collective bargaining unit relating to any employees employee, director or independent contractor of CenturyLink the Company or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse EffectSubsidiary. There are is no written grievances material labor strike, slowdown, stoppage, picketing, interruption of work or written complaints outstanding lockout pending or, to the Knowledge of CenturyLinkCompany’s Knowledge, threatened that individually against the Company or any Subsidiary. (e) Except as would not result in material liability to the aggregateCompany and its Subsidiaries, has had taken as a whole, (i) all individual independent contractors and consultants providing services to the Company or would reasonably be expected to any Subsidiary have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies been properly classified as independent contractors for purposes of all collective bargaining agreements Laws, including Laws with respect to employee benefits, and other labor union contracts (including ii) all amendments thereto) applicable to any employees of CenturyLink the Company or any CenturyLink Subsidiary (have been properly classified as overtime exempt or nonexempt under the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit PlanFair Labor Standards Act.

Labor Matters. As of the date hereof, neither Cinergy nor any of its subsidiaries is a party to, bound by or in the process of negotiating any collective bargaining agreement or other labor agreement with any union or labor organization. As of the date of this Agreement, Section 3.19 there are no disputes, grievances or arbitrations pending or, to the knowledge of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink Cinergy, threatened between Cinergy or any of the CenturyLink Subsidiaries. To the Knowledge its subsidiaries and any trade union or other representatives of CenturyLink, as of the date of this Agreement, no labor organization or group of its employees of CenturyLink or any CenturyLink Subsidiary has made a pending demand for recognition or certification, and there are is no representation charge or certification proceedings or petitions seeking a representation proceeding presently complaint pending or threatened to be brought in writing against Cinergy or filed, with any of its subsidiaries before the National Labor Relations Board (the "NLRB") or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiariessimilar Governmental Authority, except for any breaches, failures to comply or disputes thatin each case as, individually or in the aggregate, have not had and would could not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding ormaterial adverse effect on Cinergy, and, to the Knowledge knowledge of CenturyLinkCinergy, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into there are no material organizational efforts presently being made involving any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body of the employees of Cinergy or any material number or category of its subsidiaries. From December 31, 2002, to the date of this Agreement, there has been no work stoppage, strike, slowdown or lockout by or affecting employees which would preventof Cinergy or any of its subsidiaries and, restrict to the knowledge of Cinergy, no such action has been threatened in writing, except in each case as, individually or materially impede in the consummation aggregate, have not had and could not reasonably be expected to have a material adverse effect on Cinergy. Except as, individually or in the aggregate, has not had and could not reasonably be expected to have a material adverse effect on Cinergy: (A) there are no litigations, lawsuits, claims, charges, complaints, arbitrations, actions, investigations or proceedings pending or, to the knowledge of Cinergy, threatened between or involving Cinergy or any of its subsidiaries and any of their respective current or former employees, independent contractors, applicants for employment or classes of the Merger foregoing; (B) Cinergy and its subsidiaries are in compliance with all applicable laws, orders, agreements, contracts and policies respecting employment and employment practices, including, without limitation, all legal requirements respecting terms and conditions of employment, equal opportunity, workplace health and safety, wages and hours, child labor, immigration, discrimination, disability rights or other transactions contemplated by this Agreement or the implementation of any layoffbenefits, redundancyfacility closures and layoffs, severance or similar program within its or their respective workforces (or any part of them) or (b) has any express commitmentworkers' compensation, whether legally enforceable or notlabor relations, to, or not to, modify, change or terminate any CenturyLink Benefit Plan.employee leaves and unemployment insurance; and

Labor Matters. As of Neither the date of this Agreement, Section 3.19 of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink or Company nor any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of this Agreement, no Subsidiaries is engaged in any unfair labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary 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 threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, practice; except for any breaches, failures to comply or disputes thatmatters which would not, individually or in the aggregate, have not had and would not be reasonably be expected to have a CenturyLink Material Adverse Effect. There are , (i) there is (A) no written grievances or written complaints outstanding unfair labor practice complaint pending or, to the Knowledge of CenturyLinkCompany’s knowledge, threatened that individually against the Company or any of the Subsidiaries before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending or, to the Company’s knowledge, threatened, (B) no strike, labor dispute, slowdown or stoppage pending or, to the Company’s knowledge, threatened against the Company or any of the Subsidiaries and (C) no union representation dispute currently existing concerning the employees of the Company or any of the Subsidiaries; (ii) to the Company’s knowledge, no union organizing activities are currently taking place concerning the employees of the Company or any of the Subsidiaries; and (iii) there has been no violation of any federal, state, provincial, local or foreign law relating to discrimination in the aggregatehiring, has had promotion or pay of employees, any applicable wage or hour laws, any provision of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN Act”), or the WARN Act’s state, provincial, foreign or local equivalent, or any provision of the Employee Retirement Income Security Act of 1974 (“ERISA”), or the rules and regulations promulgated thereunder concerning the employees of the Company or any of the Subsidiaries; the Company and each Subsidiary is in compliance with all presently applicable provisions of ERISA, except where such non-compliance would not be reasonably be expected to have result in a CenturyLink Material Adverse Effect. CenturyLink ; no “reportable event” (as defined in ERISA) has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable occurred with respect to any employees of CenturyLink “pension plan” (as defined in ERISA) to which the Company or any CenturyLink Subsidiary contributes or which the Company or any Subsidiary maintains; the Company and each Subsidiary has not incurred and does not expect to incur liability under (x) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (y) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “CenturyLink CBAsCode”). Except as otherwise set forth in ; and each “pension plan” for which the CenturyLink CBAs, neither CenturyLink nor Company or any CenturyLink Subsidiary (awould have any liability that is intended to be qualified under Section 401(a) as of the date of this Agreement, Code is so qualified and nothing has entered into any agreement, arrangement or understandingoccurred, whether written by action or oralby failure to act, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede cause the consummation loss 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 CenturyLink Benefit Plansuch qualification.

Labor Matters. As Except as set forth in Section 3.22 of the date of this AgreementCompany Disclosure Schedule, Section 3.19 of (a) neither the CenturyLink Disclosure Letter sets forth Company nor any Subsidiary is a true and complete list of all party to any collective bargaining agreement or other labor union contracts contract applicable to any employees of CenturyLink persons employed by the Company or any Subsidiary and currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect the Company or any Subsidiary; (b) there are no controversies, strikes, slowdowns or work stoppages pending or, to the knowledge of the CenturyLink Subsidiaries. To Company, threatened between the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink Company or any CenturyLink Subsidiary and any of their respective employees, and neither the Company nor any Subsidiary has made a pending demand for recognition experienced any such controversy, strike, slowdown or certification, work stoppage within the past three years; (c) neither the Company nor any Subsidiary has breached or otherwise failed to comply with the provisions of any collective bargaining or union contract and there are no representation grievances outstanding against the Company or certification proceedings any Subsidiary under any such agreement or petitions seeking a representation proceeding presently contract; (d) there are no unfair labor practice complaints or any Actions pending against the Company or threatened to be brought or filed, with any Subsidiary before the National Labor Relations Board or any other labor relations tribunal Governmental Authority or authority. To any current union representation questions involving employees of the Knowledge Company or any Subsidiary; (e) each of CenturyLinkthe Company and each Subsidiary is currently in compliance with all applicable Laws relating to the employment of labor, there are no organizing activitiesincluding those related to wages, strikeshours, work stoppagescollective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Company or any Subsidiary and is not liable for any arrears of wages, slowdownstaxes, lockouts, material arbitrations or material grievances, penalties or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed sums for failure to comply with any provision of the foregoing; (f) each of the Company and each Subsidiary has paid in full to all of their respective employees or adequately accrued for in accordance with U.S. GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; (g) there is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any collective bargaining agreement or other labor union Contract applicable Governmental Authority with respect to any employees of CenturyLink persons currently or formerly employed by the Company or any of Subsidiary; (h) neither the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink Company nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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, is a party to, or not tootherwise bound by, modifyany consent decree with, change or terminate citation by, any CenturyLink Benefit PlanGovernmental Authority relating to employees or employment practices; (i) there is no charge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted or is now pending or threatened with respect to the Company or any Subsidiary; and (j) there is no charge of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which the Company or any Subsidiary has employed or currently employs any person.

Labor Matters. As (a) There is no labor strike, dispute, corporate campaign, slowdown, stoppage or lockout actually pending or, to the Knowledge of the date of this AgreementSellers, Section 3.19 threatened against or affecting the Targeted Businesses or any Target Subsidiary, and during the past five years there has not been any such action. (b) Except as set forth in Part 3.24(b) of the CenturyLink Disclosure Letter sets forth Schedule, neither the Sellers (with respect to the Targeted Businesses) nor any Target Subsidiary is a true and complete list of all party to or bound by any collective bargaining or other similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Targeted Businesses or any Target Subsidiary. (c) No labor union contracts applicable to any employees of CenturyLink or has been certified by the National Labor Relations Board as bargaining agent for any of the CenturyLink Subsidiaries. To employees of the Targeted Businesses; no notice has been received by either Seller from any labor union stating that it has been designated as the bargaining agent for any of said employees; and no petition has been filed with the Sellers by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of said employees. (d) None of the employees of the Targeted Businesses is represented by any labor organization and, to the Knowledge of CenturyLinkthe Sellers, there have been no union organizing activities among the employees of the Targeted Businesses within the past five years, nor, to the Knowledge of the Sellers, does any question concerning representation exist concerning such employees. (e) No collective bargaining agreement which is binding on the Sellers (with respect to the Targeted Businesses) or any Target Subsidiary restricts any of them from relocating or closing any of their operations. (f) The Targeted Businesses have not experienced any work stoppage or other labor difficulty since inception. (g) Each of the Sellers (with respect to the Targeted Businesses) and each of the Target Subsidiaries is, and has at all times since January 1, 1999 been, in compliance, in all material respects, with all applicable laws, regulations, ordinances or other applicable legal requirements respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in, and has not since January 1, 1999 engaged in, any unfair labor practices, as defined in the National Labor Relations Act and the regulations promulgated thereto, or any other applicable laws, regulations, ordinances or other applicable legal requirements. (h) [INTENTIONALLY OMITTED] (i) There is no unfair labor practice charge or complaint against the Sellers (with respect to the Targeted Businesses) or any Target Subsidiary pending or, to the Knowledge of the date of this AgreementSellers, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary 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 threatened to be brought or filed, with before the National Labor Relations Board or any other labor relations tribunal similar state or authority. To the Knowledge of CenturyLink, there are foreign agency. (j) There is no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes presently pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision grievance arising out of any collective bargaining agreement or other labor union Contract applicable grievance procedure. (k) To the Knowledge of the Sellers, no charge with respect to any employees of CenturyLink or relating to the Targeted Businesses or any Target Subsidiary is pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, except as set forth in Part 3.24(k) of the CenturyLink SubsidiariesDisclosure Schedule. (l) Except as set forth in Part 3.24(l) of the Disclosure Schedule, except neither the Sellers (with respect to the Targeted Businesses) nor any Target Subsidiary has received notice of the intent of any federal, state, local or foreign agency responsible for any breachesthe enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Targeted Businesses, failures to comply or disputes thatand no such investigation is in progress. (m) Except as set forth in Part 3.24(m) of the Disclosure Schedule, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There there are no written grievances complaints, lawsuits or written complaints outstanding other proceedings pending or, to the Knowledge of CenturyLinkthe Sellers, threatened that individually in any forum by or on behalf of any present or former employee of the Targeted Businesses, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract of employment, any laws governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (n) Since the enactment of the WARN Act, (i) neither the Sellers (with respect to the Targeted Businesses) nor any Target Subsidiary has effectuated a "plant closing" (as 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 the Targeted Businesses, (ii) there has had or would reasonably be expected to have not occurred a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts "mass layoff" (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth defined in the CenturyLink CBAs, neither CenturyLink nor WARN Act) affecting any CenturyLink Subsidiary (a) as site of employment or facility of the date Targeted Businesses, (iii) the Targeted Businesses have not been affected by any transaction or closure, or engaged in layoffs or employment terminations, sufficient to trigger application of this Agreementany similar state, has entered into any agreement, arrangement local or understanding, whether written foreign law or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation regulation and (iv) none of the Merger or other transactions contemplated by this Agreement or Targeted Businesses' employees have suffered an "employment loss" (as defined in the implementation of any layoff, redundancy, severance or similar program within its or their respective workforces (or any part of themWARN Act) or (b) has any express commitment, whether legally enforceable or not, to, or not to, modify, change or terminate any CenturyLink Benefit Planduring the six-month period prior to the date hereof.

Labor Matters. As (a) Section 3.17(a) of the date of this Agreement, Section 3.19 of the CenturyLink Disclosure Letter sets forth contains a true and complete list as of all collective bargaining or other labor union contracts applicable to any employees March 31, 2010 of CenturyLink or each Non-Union Employee, each employee of any of the CenturyLink Subsidiaries. To the Knowledge Companies covered by a Collective Bargaining Agreement and each of CenturyLink, as their respective titles and employers. (b) With respect to employees of the date Companies: (i) the Companies are in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary has made a pending demand for recognition or certification, employment and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiarieswages and hours, except for any breaches, failures to comply or disputes thatsuch non-compliance which is not, individually or in the aggregate, have not had and would not reasonably be expected likely to have a CenturyLink Material Adverse Effect. There are no ; (ii) none of Parent, Holdings, the Company or any Subsidiary has received written grievances or written complaints outstanding notice of any unfair labor practice complaint against any of the Companies that is pending before the National Labor Relations Board or, to the Knowledge knowledge of CenturyLinkParent, Holdings and the Company, that is threatened against any of the Companies; (iii) there is no labor strike, slowdown, stoppage or labor dispute (other than routine non-material grievance) that individually is currently ongoing, or, to the knowledge of Parent, Holdings and the Company, that is threatened against any of the Companies; Purchaser acknowledges that it has been informed that the Companies currently are engaged in collective bargaining negotiations with IBEW Local 1238 and that the Companies and IBEW Local 1238 have agreed to extend the expiring agreement subject to cancellation on 72 hours notice; (iv) to the knowledge of Parent, Holdings and the Company, none of Parent, Holdings, the Company or in any Subsidiary has received notice that any representation petition respecting the aggregateemployees of any of the Companies has been filed with and is pending before the National Labor Relations Board (other than with respect to those employees covered by a Collective Bargaining Agreement); (v) no arbitration proceeding arising out of or under any Collective Bargaining Agreement is pending relating to any of the Companies; (vi) none of the Companies has taken any action with respect to employees or former employees of, has had or who primarily provide services to the Company or any Subsidiary, that would reasonably be expected to have constitute a CenturyLink Material Adverse Effect. CenturyLink has made available “mass layoff” or “plant closing” within the meaning of the WARN Act or that would reasonably be expected to Qwest true otherwise trigger any notice requirement or Liability under any local or state plant closing notice Law; and complete copies (vii) other than the negotiations with IBEW Local 1238 referenced in clause (iii) above, to the knowledge of all collective bargaining agreements Parent, Holdings and other labor union contracts (including all amendments thereto) applicable the Company, there are no pending requests for any material changes to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Collective Bargaining Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit Plan.

Labor Matters. As The Company and the Subsidiaries are, and have been since January 1, 2011, in material 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, 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. Neither the Company nor any of the date of this Subsidiaries is or has been a party to or subject to, or is currently negotiating in connection with entering into, any Collective Bargaining Agreement, Section 3.19 and there has not been any organizational campaign, petition or other unionization activity seeking recognition of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable unit relating to any employees Company Employee. There are no unfair labor practice complaints pending or, to the knowledge of CenturyLink Seller, threatened against the Company or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary 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 threatened to be brought or filed, with Subsidiaries before the National Labor Relations Board or any other Governmental Authority. There is no labor relations tribunal strike, slowdown, stoppage, picketing, interruption of work or authority. To lockout pending or, to the Knowledge knowledge of CenturyLinkSeller, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink the Company or any of the CenturyLink Subsidiaries has breached Subsidiaries. The consent or otherwise failed to comply with consultation of, or the rendering of formal advice by, any provision of any collective bargaining agreement labor or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede is not required for the consummation of the Merger or other transactions contemplated by Company to enter into this Agreement or to consummate any of the implementation transactions contemplated hereby. Neither the Company nor any of the Subsidiaries has taken any action that would reasonably be expected to cause Buyer or any of its Affiliates, in the absence of any layoffcontributing action by Buyer, redundancy, severance or similar program within its or their respective workforces (the Company or any part of them) Subsidiary following the Closing, to have any liability or (b) has any express commitment, whether legally enforceable or not, to, or not to, modify, change or terminate any CenturyLink Benefit Planother obligation following the Closing Date under the WARN Act.

Labor Matters. As (a) Since January 1, 2019, the Company and each of its Subsidiaries has complied in all material respects with all Laws relating to the hiring of employees and the employment of labor, including provisions thereof relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding and/or social security Taxes. Since January 1, 2019, the Company and each of its Subsidiaries has met in all material respects all requirements required by Law or regulation relating to the employment of foreign citizens, including all requirements of Form I-9 Employment Verification. Neither the Company nor any of its Subsidiaries currently employs, and since January 1, 2019 has not employed, any Person who was not permitted to work in the jurisdiction in which such Person was employed. Since January 1, 2019, the Company and each of its Subsidiaries has complied in all material respects with all Laws that could require overtime to be paid to any current or former employee of the date of this AgreementCompany and its Subsidiaries, Section 3.19 and no employee has brought or, to the Knowledge of the CenturyLink Disclosure Letter sets forth Company, threatened to bring a true and complete list claim for unpaid compensation or employee benefits, including overtime amounts. (b) Neither the Company nor any of all collective bargaining its Subsidiaries is delinquent in payments to any of its current or former employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them or amounts required to be reimbursed to such employees or in payments owed upon any termination of the employment of any such employees. (c) There is no unfair labor union contracts applicable practice complaint pending, or to any employees the Knowledge of CenturyLink the Company, threatened against or involving the Company or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary has made a its Subsidiaries 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 before the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLinkGovernmental Authority. (d) Since January 1, 2019, there are have been no organizing activities, labor strikes, work stoppagesmaterial disputes, slowdowns, lockouts, material arbitrations slowdowns or material grievances, or other material labor disputes stoppages actually pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLinkthe Company, threatened against or involving the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has engaged in any location closing or employee layoff activities during the three-year period prior to the date hereof that individually would violate or in any way implicate the aggregateWorker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation. (e) No labor union represents any employees of the Company or any of its Subsidiaries. To the Knowledge of the Company, no labor union has taken any action with respect to organizing the employees of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement or union Contract. (f) To the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is obligated under any Contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any 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 any of its Subsidiaries’ business as proposed to be conducted. (g) To the Knowledge of the Company, (i) no officer or key employee of the Company or any of its Subsidiaries is a party to or is bound by any confidentiality agreement, non-competition agreement or other contract (with any Person) that would materially interfere with: (A) the performance by such officer or employee of any of his or her duties or responsibilities as an officer or employee of the Company or any of its Subsidiaries or (B) the Company’s business or operations; (ii) no officer or key employee of the Company or any of its Subsidiaries, or any group of key employees of the Company or any of its Subsidiaries, has had given written notice of their interest to terminate their employment with the Company or would reasonably be expected to any of its Subsidiaries, nor does the Company have a CenturyLink Material Adverse Effect. CenturyLink present intention to terminate the employment of any of the foregoing; or (iii) no officer or key employee of the Company or any of its Subsidiaries has made available received an offer to Qwest true and complete copies join a business that is competitive with the business activities of the Company. (h) Except as set forth on Section 3.19(h) of the Disclosure Letter, the employment of all collective bargaining agreements and other labor union contracts (Persons, including all amendments thereto) applicable officers employed by the Company and its Subsidiaries is terminable at-will without any penalty or severance obligation of any kind on the part of the employer. All sums due for employee compensation and benefits and all vacation time owing to any employees of CenturyLink the Company or any CenturyLink Subsidiary of its Subsidiaries have been duly and adequately accrued on the accounting records of the Company and its Subsidiaries consistent with the past practices of the Company and its Subsidiaries. (i) Each current and former employee and officer, and where appropriate, each consultant, of the “CenturyLink CBAs”)Company and its Subsidiaries has executed a form of proprietary information and/or inventions agreement or similar agreement. Except To the Knowledge of the Company, no current or former employees, officers or consultants are or were, as otherwise set forth the case may be, in violation thereof, and the CenturyLink CBAsCompany will take reasonable efforts to prevent any violation prior to Closing. Other than with respect to exclusions previously accepted by the Company involving works or inventions unrelated to the business of the Company and its Subsidiaries, no current or former employee, officer or consultant of the Company or any of its Subsidiaries has disclosed excluded works or inventions made prior to his or her employment or consulting relationship with the Company or any of its Subsidiaries from his, her or its assignment of inventions pursuant to such employee, officer or consultant’s proprietary information and inventions agreement. (j) Any individual who performs or performed services for the Company and who is not treated as an employee for Tax purposes by the Company and each of its Subsidiaries is not an employee under applicable Laws or for any purpose, including for Tax withholding purposes or Benefit Arrangement purposes and neither CenturyLink the Company nor any CenturyLink Subsidiary (a) as has any material liability by reason of any individual who performs or performed services for the Company or any Subsidiary, in any capacity, being improperly excluded from participating in any Benefit Arrangement. Each of the date employees of this Agreementthe Company and the Subsidiaries has been properly classified by the Company and the Subsidiaries as “exempt” or “non-exempt” under applicable Law. (k) Since January 1, 2019, (i) no allegations of sexual harassment or sexual misconduct have been made against any director, officer or employee of the Company or its Subsidiaries, and (ii) neither the Company nor any of its Subsidiaries has entered into any agreementsettlement agreement related to allegations of sexual harassment or sexual misconduct by any director, arrangement officer or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit Planemployee.

Labor Matters. As (a) Except as disclosed in the Filed Company SEC Reports, (i) none of the date of this AgreementAcquired Corporations is a party to, Section 3.19 or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; (ii) none of the CenturyLink Disclosure Letter sets forth a true and complete list Acquired Corporations is the subject of all collective bargaining any Legal Proceeding asserting that any of the Acquired Corporations has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (iii) there is no strike, lockout, work stoppage or other labor union contracts applicable to any employees of CenturyLink or dispute involving any of the CenturyLink Subsidiaries. To Acquired Corporations pending or, to the Knowledge Company’s Knowledge, threatened; (iv) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of CenturyLinkany employee, as prospective employee, former employee, independent contractor, retiree, labor organization or other representative of its employees is pending or, to the Company’s Knowledge, threatened against any of the date Acquired Corporations; (v) to the Company’s Knowledge, all positions that are classified as exempt from applicable wage and hour laws have been properly classified as exempt from applicable wage and hour laws, and to the Company’s Knowledge all employees have been properly paid in accordance with applicable Legal Requirements, in all material respects, and the Acquired Corporations have properly maintained all legally required records relating to wages and hours worked for each employee, (v) no grievance is pending or, to the Company’s Knowledge, threatened against any of this Agreementthe Acquired Corporations; (vi) none of the Acquired Corporations is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices; (vii) no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary of the Acquired Corporations 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 threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To authority and, to the Knowledge of CenturyLinkCompany’s Knowledge, there are no union organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending campaign is ongoing or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None with respect to the employees of CenturyLink or any of the CenturyLink Subsidiaries Acquired Corporations; and (viii) since December 31, 2005, none of the Acquired Corporations has breached ordered or otherwise failed to comply with any provision of any collective bargaining agreement implemented a plant closing, mass layoff or other group employment termination that required the issuance of notice under, or was otherwise covered by, the Worker Adjustment and Retraining Notification (WARN) Act or any similar state and local law. (b) To the Company’s Knowledge, the Acquired Corporations are, and at all times since December 31, 2006 have been, in material compliance with each Legal Requirement relating to employment, equal employment opportunity, nondiscrimination, leave of absence, disability accommodation, immigration, wages, hours, benefits, the rights of employees concerning labor union Contract applicable unions and other concerted activity, collective bargaining, layoffs or terminations of employment (including the WARN Act), the payment of social security and similar taxes, income tax withholding, occupational safety and health, recordkeeping, reporting, posting, notices and/or privacy rights of employees. Since December 31, 2007, to the Company’s Knowledge, none of the Acquired Corporations has been a party to any employees of CenturyLink or material action in which any of the CenturyLink SubsidiariesAcquired Corporations was, except for any breachesor is, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected alleged to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding orviolated any Legal Requirement relating to employment, to equal employment opportunity, nondiscrimination, leave of absence, disability accommodation, immigration, wages, hours, benefits, the Knowledge rights of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements employees concerning labor unions and other labor union contracts concerted activity, collective bargaining, layoffs or terminations of employment (including all amendments thereto) applicable to any employees the WARN Act), the payment of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAssocial security and similar taxes, neither CenturyLink nor any CenturyLink Subsidiary (a) as occupational safety and health, recordkeeping, reporting, posting, notices and/or privacy rights of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit Planemployees.

Labor Matters. As Except as set forth in Section 3.5(n) of the date JJFMSI Disclosure Schedule: (i) neither JJFMSI nor its Subsidiaries is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; (ii) to the knowledge of this AgreementJJFMSI, Section 3.19 no union claims to represent the employees of JJFMSI and its Subsidiaries; (iii) none of the CenturyLink Disclosure Letter sets forth a true employees of JJFMSI or its Subsidiaries is represented by any labor organization and complete list JJFMSI has no knowledge of all collective bargaining any current union organizing activities among the employees of JJFMSI or its Subsidiaries, nor does any question concerning representation exist concerning such employees; neither JJFMSI nor its Subsidiaries is the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (iv) there is no strike, work stoppage, lockout or other labor union contracts applicable to dispute involving JJFMSI or its Subsidiaries pending or threatened; (v) no action, suit, complaint, charge, arbitration, inquiry, proceeding or investigation by or before any employees Governmental Entity brought by or on behalf of CenturyLink or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLinkemployee, as of the date of this Agreementprospective employee, no former employee, retiree, labor organization or group other representative of its employees is pending or, to the knowledge of CenturyLink JJFMSI, threatened against JJFMSI or its Subsidiaries; (vi) to the knowledge of JJFMSI, no grievance is threatened against JJFMSI or its Subsidiaries; (vii) neither JJFMSI nor its Subsidiaries is a party to, or otherwise bound by, any CenturyLink Subsidiary has made a pending demand for recognition consent decree with, or certificationcitation by, and any Governmental Entity relating to employees or employment practices; (viii) there are no representation written personnel policies, rules or certification proceedings procedures applicable to employees of JJFMSI or petitions seeking a representation proceeding presently pending or threatened its Subsidiaries, other than those set forth in Section 3.05(n) of the JJFMSI Disclosure Schedule, true and correct copies of which have heretofore been delivered to be brought or filedPrison Realty, CCA and PMSI; (ix) JJFMSI and its Subsidiaries are, and have at all times been, in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, Act or other material labor disputes pending applicable law, ordinance or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts regulation; (including all amendments theretox) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit Plan.since the

Labor Matters. As Except as set forth in Section 3.24 of the date of this AgreementDisclosure Schedule, Section 3.19 of (a) neither the CenturyLink Disclosure Letter sets forth Company nor any Subsidiary is a true and complete list of all party to any collective bargaining agreement or other labor union contracts contract applicable to any employees of CenturyLink persons employed by the Company or any Subsidiary and currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect the Company or any Subsidiary; (b) there are no controversies, strikes, slowdowns or work stoppages pending or, to the best knowledge of the CenturyLink Subsidiaries. To Sellers after due inquiry, threatened between the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink Company or any CenturyLink Subsidiary and any of their respective employees, and neither the Company nor any Subsidiary has made a pending demand for recognition experienced any such controversy, strike, slowdown or certification, work stoppage within the past three years; (c) neither the Company nor any Subsidiary has breached or otherwise failed to comply with the provisions of any collective bargaining or union contract and there are no representation grievances outstanding against the Company or certification proceedings any Subsidiary under any such agreement or petitions seeking contract which could have a representation proceeding presently Material Adverse Effect; (d) there are no unfair labor practice complaints pending against the Company or threatened to be brought or filed, with any Subsidiary before the National Labor Relations Board or any other labor relations tribunal Governmental Authority or authority. To any current union representation questions involving employees of the Knowledge Company or any Subsidiary which could have a Material Adverse Effect; (e) the Company and each Subsidiary is currently in compliance with all applicable Laws relating to the employment of CenturyLinklabor, there are no organizing activitiesincluding those related to wages, strikeshours, work stoppagescollective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Company or any Subsidiary and is not liable for any arrears of wages, slowdownstaxes, lockouts, material arbitrations or material grievances, penalties or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed sums for failure to comply with any provision of the foregoing; (f) the Company and each Subsidiary has paid in full to all their respective employees or adequately accrued for in accordance with U.S. GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; (g) there is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any collective bargaining agreement or other labor union Contract applicable Governmental Authority with respect to any employees of CenturyLink Persons currently or formerly employed by the Company or any of Subsidiary; (h) neither the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink Company nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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, is a party to, or not tootherwise bound by, modifyany consent decree with, change or terminate citation by, any CenturyLink Benefit PlanGovernmental Authority relating to employees or employment practices; (i) there is no charge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted or is now pending or threatened with respect to the Company or any Subsidiary; and (j) there is no charge of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which the Company or any Subsidiary has employed or currently employs any Person.

Labor Matters. As (a) Except as set forth on Schedule 4.12(a), currently and during the past three (3) years: (i) the Company has not been a party to, or bound by, any labor Contract with respect to its employees, (ii) no employee of the date of this Agreement, Section 3.19 Company has been employed on any terms other than “at-will employment” or upon terms which restrict or condition the ability of the CenturyLink Disclosure Letter sets forth a true and complete list Company to terminate the employment of all collective bargaining the employee without cause, (iii) no labor union, labor organization, or works council has represented any employees of the Company, (iv) no union organization campaign or other activities to organize any employees of the Company or compel the Company to bargain with any labor union contracts applicable organization has been in progress, or, to the Sellers’ Knowledge, threatened, and no question concerning representation has arisen respecting employees of the Company, (v) there have been no strikes, walkouts, work stoppages, slowdowns, leafleting, picketing, boycotts, or lockouts, with respect to any employees of CenturyLink the Company, or, to the Sellers’ Knowledge, threats thereof, (vi) there have been no material union grievances or any of labor arbitrations against the CenturyLink Subsidiaries. To Company, or, to the Knowledge of CenturyLinkSellers’ Knowledge, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary has made a pending demand for recognition or certificationthreats thereof, and the Company has not breached or failed to comply with the provisions of any collective bargaining agreement, and (vii) there are have been no representation unfair labor practice charges, Proceedings, or certification proceedings complaints against the Company before the National Labor Relations Board or petitions seeking a representation proceeding presently pending other similar Governmental Entity, domestic or threatened foreign, or, to be brought or filedthe Sellers’ Knowledge, with threats thereof, and the Company has not been found by the National Labor Relations Board or any other Governmental Entity, domestic or foreign, to have engaged in any unfair labor relations tribunal practice in violation of the National Labor Relations Act or authorityany similar Applicable Laws, domestic or foreign. (b) To Sellers’ Knowledge, the Company has complied, and is in compliance, with all Applicable Laws relating to labor or employment. To Except as set forth on Schedule 4.12(b), during the Knowledge past three (3) years, the Company has not been subject to any Proceeding with respect to any employment-related issues, including Proceedings before or initiated by the Office of CenturyLinkFederal Contract Compliance Programs, the Occupational Safety and Health Administration, the Department of Labor, or other Governmental Entity, domestic or foreign, or subject to any fines, penalties, or assessments associated with any such Proceeding. (c) Except as set forth on Schedule 4.12(c), the Company has no liability, whether absolute or contingent, including any obligations under any Employee Benefit Plans, with respect to any misclassification of any person under any wage and hour laws, including any misclassification as an independent contractor or consultant rather than as an employee. (d) Except as set forth on Schedule 4.12(d), for the last three (3) years, the Company has not experienced or effected any “plant closing” or “mass layoff,” as defined by the Worker Adjustment and Retraining Notification Act of 1988, 29 U.S.C. § 2101 et seq., as amended (the “WARN Act”), or any similar state or local laws, domestic or foreign. The Company has not incurred any liability or obligation that remains unsatisfied under the WARN Act or any similar state or local laws, domestic or foreign. (e) No present or former employee of the Company has given notice to the Company of any claim against the Company (whether under Applicable Law, any employment agreement or otherwise) on account of or for (i) overtime pay, other than overtime pay for the current payroll period, (ii) wages or salary (excluding current bonus, accruals and amounts accruing under Employee Benefit Plans) for any period other than the current payroll period, (iii) vacation, time off or pay in lieu of vacation or time off, other than that earned in respect of the current fiscal year or (iv) any violation of any Applicable Law relating to minimum wages or maximum hours of work. (f) No Person or Governmental Entity has filed or otherwise commenced any Proceeding against the Company arising out of any Applicable Law relating to discrimination in employment, employment practices (including wrongful termination), family leave, or occupational safety and health standards. For the past three (3) years, the Company has not received any written notice from any Governmental Entity alleging a violation of occupational safety or health standards. As of the date hereof, there are no organizing activitiespending workers compensation claims involving the Company and for the past three (3) years, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened there have not been any workers compensation claims against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any the Company relating to the workplace setting of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit PlanCompany.

Labor Matters. As Except as set forth in Section 5.17 of the Company Disclosure Letter, (a) neither the Company nor any of the Company Subsidiaries is, or intends to be, a party to or bound by any collective bargaining agreement. (b) to the Knowledge of the Company, no labor union is currently engaged in organizational efforts with respect to any employees of the Company or any of the Company Subsidiaries. (c) as of the date of this AgreementAgreement there are, Section 3.19 and, since January 1, 2013, there have been no strikes, slowdowns, pickets, work stoppages or other similar material labor activities pending or, to the Knowledge of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable Company, threatened with respect to any employees of CenturyLink the Company or any of the CenturyLink Company Subsidiaries. To . (d) except as set forth in Section 5.17(d) of the Company Disclosure Letter, as of the date of this Agreement there are no labor disputes currently subject to any pending grievance procedure, arbitration or litigation and there is no representation petition pending or, to the Knowledge of CenturyLinkthe Company, threatened with respect to any employee of the Company or any of the Company Subsidiaries. (e) the Company and each of the Company Subsidiaries are, and, since January 1, 2013, have been, in compliance in all material respects with all Applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety and health requirements, plant closings, wages and hours, withholding of taxes, Form I-9 matters, employment discrimination, disability rights or benefits, equal opportunity, labor relations, employee leave issues and unemployment insurance and related matters. (f) to the Knowledge of the Company, neither the Company nor any of the Company Subsidiaries has classified an individual as an “independent contractor” or of similar status who, according to a Company Benefit Plan or Applicable Law, should have been classified as an employee or of similar status. (g) no unfair labor practice or labor charge or complaint is pending or, to the Knowledge of the Company, threatened with respect to the Company or any of the Company Subsidiaries before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental Entity. (h) neither the Company nor any of the Company Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. (i) neither the Company, any of the Company Subsidiaries nor any of its or their executive officers has received within the past three (3) years any notice of intent by any Governmental Entity responsible for the enforcement of labor or employment Applicable Laws to conduct an investigation relating to the Company or any of the Company Subsidiaries and, to the Knowledge of the Company, no such investigation is in progress. (j) neither the Company nor any of the Company Subsidiaries is liable for any material payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits for employees (other than routine payments to be made in the ordinary course of business consistent with past practice). (k) except as set forth in the jurisdictions of employment in Section 5.17(k) of the Company Disclosure Letter, the employment of each officer, employee and consultant of the Company and each of the Company Subsidiaries is terminable at will. (l) to the Knowledge of the Company, no senior executive or other key employee of the Company or any Company Subsidiaries is party to any confidentiality, non-competition, non-solicitation, proprietary rights or other such agreement that would materially restrict the performance of such Person’s employment duties with the Company or the Company Subsidiaries or the ability of the Company and/or any of the Company Subsidiaries to conduct its or their business. (m) except as set forth in Section 5.17(m) of the Company Disclosure Letter, as of the date of this Agreement, no labor organization senior executive or group other key employee of employees of CenturyLink the Company or any CenturyLink Company Subsidiary has made stated his or her intention to terminate his or her employment prior to or as a pending demand for recognition result of or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede following 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 CenturyLink Benefit PlanAgreement.

Labor Matters. As (a) Section 4.11(a) of the date of this Agreement, Section 3.19 of the CenturyLink Company Disclosure Letter sets forth a true and complete list of all collective bargaining each union, works council or other collective labor union contracts applicable to any employees of CenturyLink arrangement or any Contract of the CenturyLink SubsidiariesCompany and Company Subsidiaries (the “Collective Bargaining Agreements”). To the Knowledge of CenturyLink, Except as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary 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 threatened would not reasonably be expected to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes thathave, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any Company Subsidiary is (or has during the past two (2) years been) subject to a labor dispute, strike or work stoppage and to the Company’s Knowledge, none is threatened. There are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or, to the Company’s Knowledge, threatened involving employees of the Company or any Company Subsidiary. (b) The Company and each Company Subsidiary are and have been since April 1, 2018 in compliance with all applicable Laws respecting labor, employment, immigration, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, mass layoffs, worker classification, exempt and non-exempt status, compensation and benefits, wages and hours, immigration, employment discrimination, disability rights and the Worker Adjustment and Retraining Notification Act of 1988, as amended, except as has not had resulted and would not reasonably be expected to have result in a CenturyLink Company Material Adverse Effect. There are . (c) To the Company’s Knowledge, no written grievances allegations of sexual harassment have been made against employee or written complaints outstanding orformer employee or other service provider of the Company or any of the Company Subsidiaries, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, except as has had not resulted or would reasonably not be expected to have result in a CenturyLink material liability. Since January 1, 2019, neither the Company nor any of the Company Subsidiaries has been involved in any litigations or other proceedings, or entered into any settlement agreements, related to allegations of sexual harassment or misconduct by any employee or former employee or other service provider of the Company or any of the Company Subsidiaries, except as has not resulted and would not be expected to result in a Company Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit Plan.

Labor Matters. As of the date hereof, neither Cinergy nor any of its subsidiaries is a party to, bound by or in the process of negotiating any collective bargaining agreement or other labor agreement with any union or labor organization. As of the date of this Agreement, Section 3.19 there are no disputes, grievances or arbitrations pending or, to the knowledge of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink Cinergy, threatened between Cinergy or any of the CenturyLink Subsidiaries. To the Knowledge its subsidiaries and any trade union or other representatives of CenturyLink, as of the date of this Agreement, no labor organization or group of its employees of CenturyLink or any CenturyLink Subsidiary has made a pending demand for recognition or certification, and there are is no representation charge or certification proceedings or petitions seeking a representation proceeding presently complaint pending or threatened to be brought in writing against Cinergy or filed, with any of its subsidiaries before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiariessimilar Governmental Authority, except for any breaches, failures to comply or disputes thatin each case as, individually or in the aggregate, have not had and would could not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding ormaterial adverse effect on Cinergy, and, to the Knowledge knowledge of CenturyLinkCinergy, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into there are no material organizational efforts presently being made involving any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body of the employees of Cinergy or any material number or category of its subsidiaries. From December 31, 2002, to the date of this Agreement, there has been no work stoppage, strike, slowdown or lockout by or affecting employees which would preventof Cinergy or any of its subsidiaries and, restrict to the knowledge of Cinergy, no such action has been threatened in writing, except in each case as, individually or materially impede in the consummation aggregate, have not had and could not reasonably be expected to have a material adverse effect on Cinergy. Except as, individually or in the aggregate, has not had and could not reasonably be expected to have a material adverse effect on Cinergy: (A) there are no litigations, lawsuits, claims, charges, complaints, arbitrations, actions, investigations or proceedings pending or, to the knowledge of Cinergy, threatened between or involving Cinergy or any of its subsidiaries and any of their respective current or former employees, independent contractors, applicants for employment or classes of the Merger foregoing; (B) Cinergy and its subsidiaries are in compliance with all applicable laws,orders, agreements, contracts and policies respecting employment and employment practices, including, without limitation, all legal requirements respecting terms and conditions of employment, equal opportunity, workplace health and safety, wages and hours, child labor, immigration, discrimination, disability rights or other transactions contemplated by this Agreement benefits, facility closures and layoffs, workers’ compensation, labor relations, employee leaves and unemployment insurance; and (C) since January 1, 2002, neither Cinergy nor any of its subsidiaries has engaged in any “plant closing” or “mass layoff”, as defined in the implementation of any layoff, redundancy, severance or similar program within its or their respective workforces (Worker Adjustment Retraining and Notification Act or any part comparable state or local law (the “WARN Act”), without complying with the notice requirements of them) or (b) has any express commitment, whether legally enforceable or not, to, or not to, modify, change or terminate any CenturyLink Benefit Plansuch laws.

Labor Matters. As (a) Each of the date of this AgreementCompanies and their respective Subsidiaries is in compliance with all federal, Section 3.19 of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining state or other labor union contracts applicable to any employees laws, domestic or foreign, respecting employment and employment practices, terms and conditions of CenturyLink or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary has made a pending demand for recognition or certificationemployment and wages and hours, 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 has not and is not engaged in any other unfair labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiariespractice, except for any breaches, failures to comply or disputes thatin each case as would not, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse EffectEffect on the Business. The Companies and their respective Subsidiaries are not subject to or bound by any collective bargaining or labor union agreement applicable to any Person employed by the Companies and their respective Subsidiaries and no collective bargaining or labor union agreement is currently being negotiated by the Companies and their respective Subsidiaries. (b) No unfair labor practice complaint against any Company or any Subsidiary thereof is pending before the National Labor Relations Board and, to the knowledge of the Companies, no unfair labor practice complaint is threatened or pending against any Company or any Subsidiary thereof before the National Labor Relations Board. (c) There are is no written grievances labor strike, dispute, slowdown or written complaints outstanding stoppage actually pending or, to the Knowledge knowledge of CenturyLinkContributors, threatened against or involving any Company or any Subsidiary thereof. (d) There is no grievance that would, individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink Effect on the Business. (e) None of the Companies and their respective Subsidiaries has made available experienced any material labor difficulty during the last three years. (f) There has been no, and will not be any, “layoff” or “plant closing” as defined by the Worker Adjustment Retraining and Notification Act during the 90 days prior to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable the Closing Date with respect to any employees of CenturyLink Company or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit Planthereof.

Labor Matters. As of the date of this Agreement, Section 3.19 of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, (i) Except as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary 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 threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes thatwould not, individually or in the aggregate, have not had and would not reasonably be expected likely to have a CenturyLink Company Material Adverse Effect. There are no written grievances , there is not now, nor has there been since December 31, 2006 any labor strike, dispute, walk-out, work stoppage, slow-down or written complaints outstanding orlockout involving the Company or any of its Subsidiaries nor, to the Knowledge of CenturyLinkthe Company, is any such controversy threatened that in writing as of the date hereof. Except as would not, individually or in the aggregate, has had or would reasonably be expected likely to have a CenturyLink Company Material Adverse Effect. CenturyLink , neither the Company nor any of its Subsidiaries has made available to Qwest true and complete copies of all breached any collective bargaining agreements and agreement or other Contract with a labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body labor organization (a “CBA”), and there are no grievances outstanding against the Company or any material number or category of its employees Subsidiaries under any CBA. (ii) Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the Company and each of its Subsidiaries is in compliance with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, works council, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity and the collection and payment of withholding and/or social security taxes. Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law within the last six months which would prevent, restrict or materially impede remains unsatisfied. The execution of this Agreement and the consummation of the Merger or other transactions contemplated by this Agreement will not result in any breach or the implementation other violation of any layoff, redundancy, severance CBA or similar program within its works council agreement or their respective workforces (regulations to which the Company or any part of them) or (b) has any express commitmentits Subsidiaries is a party, whether legally enforceable or except as would not, toindividually or in the aggregate, or not to, modify, change or terminate any CenturyLink Benefit Planreasonably be likely to have a Company Material Averse Effect.

Labor Matters. As (a) (i) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or to the knowledge of the date of this AgreementCompany and the Subsidiaries, Section 3.19 threatened against or affecting the Company or any Subsidiary and during the past five years there has not been any such action; (ii) to the knowledge of the CenturyLink Company and the Subsidiaries, no union claims to represent the employees of the Company or any Subsidiary; (iii) neither the Company nor any Subsidiary is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any Subsidiary; (iv) none of the employees of the Company or any Subsidiary are represented by any labor organization and none of the Company or any Subsidiary have any knowledge of any current union organizing activities among the employees of the Company or any Subsidiary, nor does any question concerning representation exist concerning such employees; (v) Section 4.14 of the Disclosure Letter sets forth contains a true and complete list of all collective bargaining each written personnel policy, rule or other labor union contracts procedure applicable to any employees of CenturyLink the Company or any of its Subsidiaries, true correct and complete copies of which have heretofore been made available to MergerSub; (vi) the CenturyLink Subsidiaries. To 31 Company and the Knowledge Subsidiaries are, and have at all times been, in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of CenturyLinkemployment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable law, ordinance or regulation; (vii) there is no unfair labor practice charge or complaint against the Company or any Subsidiary pending or, to the knowledge of the date of this AgreementCompany and the Subsidiaries, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary 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 threatened to be brought or filed, with before the National Labor Relations Board or any other labor relations tribunal similar state or authority. To the Knowledge of CenturyLink, foreign agency; (viii) there are is no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations grievance or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision arbitration proceeding arising out of any collective bargaining agreement or other labor union Contract applicable grievance procedure relating to any employees of CenturyLink the Company or any Subsidiary; (ix) to the knowledge of the CenturyLink Company and the Subsidiaries, except for no charges with respect to or relating to the Company or the Subsidiaries are pending before the Equal Employment Opportunity Commission or any breachesother corresponding state agency, failures to comply or disputes that, individually or and the Company and the Subsidiaries have at all times been in material compliance with all federal and state laws and regulations prohibiting discrimination in the aggregateworkplace including, have not had without limitation, laws and would not reasonably be expected regulations that prohibit discrimination and/or harassment on account of race, national origin, religion, gender, disability, age, workers compensation status or otherwise; (x) to have a CenturyLink Material Adverse Effectthe knowledge of the Company and the Subsidiaries, no federal, state, local or foreign agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company and the Subsidiaries and no such investigation is in progress; and (xi) there are no material lawsuits, complaints, controversies or other proceedings pending or, to the knowledge of the Company and the Subsidiaries, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract or employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. There are no written grievances employment contracts or written complaints outstanding or, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining severance agreements and other labor union contracts (including all amendments thereto) applicable to with any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”)Company and the Subsidiaries. Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date The execution of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede Agreement and the consummation of the Merger transactions contemplated hereby shall not result in a breach or other transactions contemplated by this Agreement or the implementation violation of any layoff, redundancy, severance or similar program within its or their respective workforces (collective bargaining agreement to which the Company or any part of them) or Subsidiary is a party. (b) has Since the enactment of Worker Adjustment and Retraining Notification Act of 1988 (the "WARN Act"), the Company and the Subsidiaries have not effectuated (i) a "plant closing" (as defined in the WARN Act) affecting any express commitment, whether legally enforceable site of employment or not, toone or more facilities or operating units within any site of employment or facility of the Company or any Subsidiary, or not to, modify, change (ii) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or terminate facility of the Company or any CenturyLink Benefit PlanSubsidiary; nor has the Company or any 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. None of the employees of the Company and the Subsidiaries has suffered an"employment loss" (as defined in the WARN Act).

Labor Matters. As (a) Except for such matters which would not have individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received written notice during the past two years of the date intent of this Agreementany Governmental Entity responsible for the enforcement of labor, Section 3.19 employment, occupational health and safety or workplace safety and insurance/workers compensation laws to conduct an investigation of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink Company or any of the CenturyLink Subsidiaries. To its Subsidiaries and, to the Knowledge of CenturyLink, as of the date of this AgreementCompany, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary has made a pending demand such investigation is in progress. Except 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 other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes thatsuch matters which would not have, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Company Material Adverse Effect. There , (i) there are no written grievances (and have not been during the two year period preceding the date hereof) strikes or written complaints outstanding lockouts with respect to any employees of the Company or any of its Subsidiaries ("Employees"), (ii) to the Knowledge of the Company, there is no (and has not been during the two year period preceding the date hereof) union organizing effort pending or threatened against the Company or any of its Subsidiaries, (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 CenturyLinkthe Company, threatened against the Company or any of its Subsidiaries, (iv) there is no (and has not been during the two year period preceding the date hereof) slowdown or work stoppage in effect or, to the Knowledge of the Company, threatened with respect to Employees and (v) the Company and its Subsidiaries are in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours and unfair labor practices. Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Act and the regulations promulgated thereunder (the "WARN Act") or any similar state or local law as a result of any action taken by the Company that would have, individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Company Material Adverse Effect. CenturyLink has made available Neither the Company nor any of its Subsidiaries is a party to Qwest true and complete copies of all any collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the implementation of any layoff, redundancy, severance or similar program within its or their respective workforces (or any part of them) or agreements. (b) has any express commitmentExcept as would not have, whether legally enforceable individually or notin the aggregate a Company Material Adverse Effect, toall individuals that have been or that are classified by the Company as independent contractors, or not toincluding without limitation drivers, modifyhave been and are correctly so classified, change or terminate any CenturyLink Benefit Planand none of such individuals could reasonably be classified as an employee of the Company.

Labor Matters. As (a) Except as set forth in Section 3.17 of the date of this AgreementCompanies Disclosure Schedule, Section 3.19 none of the CenturyLink Disclosure Letter sets forth Companies or MSD is a true and complete list of all collective bargaining or other labor union contracts applicable party to any labor agreement with respect to its employees with any labor organization, group or association and, to the knowledge of the Companies, has not been within the past three years the subject of any formal attempt by organized labor or its officials to make the Companies or MSD conform to demands of organized labor relating to its employees or to enter into a binding agreement with organized labor that would cover the employees of CenturyLink the Companies or MSD. Except as set forth in Section 3.17 of the Companies Disclosure Schedule, there is no unfair labor practice charge or complaint against any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization Companies or group of employees of CenturyLink or any CenturyLink Subsidiary has made a MSD 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 before the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any governmental agency arising out of the CenturyLink Subsidiaries activities of the Companies or MSD, and none of the Companies has breached or otherwise failed to comply with any provision knowledge of any collective bargaining agreement facts or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or information which would reasonably be expected to have give rise thereto; there is no labor strike or labor disturbance pending or, to the knowledge of the Companies, threatened against the Companies or MSD; and none of the Companies or MSD has experienced a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts work stoppage. (including all amendments theretob) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as Section 3.17 of the date Companies Disclosure Schedule, none of this Agreement, the Companies or MSD has entered into any agreementseverance or similar arrangement in respect of any present or former employee that will result in any obligation (absolute or contingent) to make any payment to any present or former employee following termination of employment. Except as set forth in Section 3.17 of the Companies Disclosure Schedule, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category neither the execution and delivery of its employees which would prevent, restrict or materially impede this Agreement nor the consummation of the Merger or other transactions contemplated by this Agreement hereby will result in the acceleration or the implementation creation or vesting of any layoffrights of any Person to benefits under any of the Employee Plans of the Companies or MSD, redundancyincluding but not limited to the acceleration of the exercisability of any stock options, severance the acceleration of the vesting of any restricted stock, the acceleration of the accrual or similar program within its vesting of any benefits under any Pension Plan or their respective workforces (the creation of rights under any severance, parachute or any part change of them) or (b) has any express commitment, whether legally enforceable or not, to, or not to, modify, change or terminate any CenturyLink Benefit Plancontrol agreement.

Labor Matters. As of the date of this Agreement, Section 3.19 of the CenturyLink Disclosure Letter sets forth a true and complete list of all (a) The Group Companies are not party to any collective bargaining or other agreement with any labor union contracts applicable relating to any employees of CenturyLink or any of the CenturyLink Subsidiariesits employees. To the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary has made a pending demand for recognition or certification, and there There are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, stoppages or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLinkthe Group Companies, threatened against the Group Companies. To the Knowledge of the Group Companies, there are no ongoing or threatened union organizing activities with respect to employees of the Group Companies. Except as set forth on Schedule 3.12(a), the Group Companies are not party to any legal action or proceeding relating to employees or former employees, and, to the Knowledge of the Group Companies, there is currently no such legal action or proceeding threatened in writing against the Group Companies. Except as set forth on Schedule 3.12(a), no claims or allegations have been made against the Group Companies, or any current or former manager, director, officer, employee, or other agent thereof, for discrimination, sexual or other harassment, sexual misconduct, or retaliation, and to the Knowledge of the Group Companies, there are not any such claims threatened or pending nor is there any reasonable basis for such a claim. No Group Company has not entered into any settlement agreements related to allegations of sexual harassment or sexual misconduct by a manager, director, officer, employee or any other agent of the Group Companies. The Group Companies have no outstanding liability under the Worker Adjustment and Retraining Notification Act of 1988, and the Group Companies have not implemented any location closing prior to the date hereof that individually could constitute a “mass layoff,” “mass termination,” or in “plant closing” within the aggregatemeaning of, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has triggered the notice requirements of, any relevant legal requirement. (b) Except as set forth on Schedule 3.12(b) and other than offer letters that do not deviate materially from the Company’s standard form made available to Qwest true Buyer prior to the date hereof, the Group Companies are not party to any written contract for employment providing for an annual base salary in excess of $200,000. (c) The Group Companies are and complete copies have been in compliance with all legal requirements relating to the employment of all personnel and labor or the engagement of service providers, including, but not limited to, provisions thereof relating to wages and hours, overtime, classification of employees and independent contractors, equal opportunity, discrimination, sexual harassment, immigration, work authorization, workers’ compensation, termination, compensation, benefits, child labor, collective bargaining agreements bargaining, plant closures and mass layoffs, laws, regulations, and guidance related to the COVID-19 pandemic, payment and withholding of payroll and other labor union contracts (including all amendments thereto) applicable to any employees employment Taxes, the maintenance and handling of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”)personnel records, and health and safety. Except as otherwise set forth on Schedule 3.12(c), no individual who has performed services for the Group Companies have been improperly excluded from participation in any Employee Benefit Plan, and the Group Companies have no liability, whether actual or contingent, with respect to any misclassification of any person as an independent contractor rather than as an employee, or as exempt or non-exempt under the Fair Labor Standards Act and similar state law. (d) Each Group Company has paid in full or accrued in the CenturyLink CBAsGroup Companies’ books and records, neither CenturyLink nor (i) to all current, former, and temporary employees any CenturyLink Subsidiary wages, salaries, commissions, bonuses, benefits, compensation, overtime, cash outs of accrued unused vacation, paid time-off or other leave and severance, and any other amounts due upon termination of employment that are due and payable; and (aii) to all independent contractors, consultants, and other service providers any fees for services that are due and payable. No Group Company has any liability as a joint employer with respect to any temporary employees leased or staffed through a third-party entity. (e) Schedule 3.12(e)(i) lists, for each employee of the Group Companies, unless such Personal Information is not disclosable to Buyer pursuant to applicable Laws, in which case, the name of such employee and other identifying information may be redacted to the extent necessary to comply with such applicable Laws, such employee’s name, employer, title, hire date, location, 2020 and 2021 annual salary and wage rate, the amount of total compensation received by such employee in 2020, and current annual bonus opportunity, status (as full-time or part-time, exempt or non-exempt under the Fair Labor Standards Act or similar legal requirement, and active or a description of leave and date of this Agreementreturn, if known) and annual vacation entitlement and current accrual. Schedule 3.12(e)(ii) lists, for each individual independent contractor engaged by or providing services to the Group Companies, unless such Personal Information is not disclosable to Buyer pursuant to applicable Laws, in which case, the name of such individual and other identifying information may be redacted to the extent necessary to comply with such applicable Laws, such contractor’s name and fee rate and the total fees paid to each independent contractor in 2020 and to-date in 2021. Except as set forth on Schedule 3.12(e)(iii), no executive or managerial employee has entered into indicated to any agreement, arrangement Group Company that he or understanding, whether written she intends to resign or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation retire as a result of the Merger or other transactions contemplated by this Agreement hereby 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 CenturyLink Benefit Planotherwise.

Labor Matters. As (a) Neither any Seller nor Subsidiary is a party to or a participant in any negotiation of the date of this Agreement, Section 3.19 of the CenturyLink Disclosure Letter sets forth a true and complete list of all any labor or collective bargaining agreement, and there are no labor or other labor union contracts applicable collective bargaining agreements that pertain to any employees current or former employee of CenturyLink any Seller who is providing or has provided services to the Business, or any current or former employee of Subsidiary. No current or former employee of any Seller who is providing or has provided services to the CenturyLink SubsidiariesBusiness, or any current or former employee of Subsidiary, is represented by any labor organization. To the Knowledge of CenturyLink, as of the date of this Agreement, no No labor organization or group of employees of CenturyLink any Seller or any CenturyLink Subsidiary has made a pending demand for recognition on behalf of any current or certificationformer employee of any Seller who is providing or has provided services to the Business, or any current or former employee of Subsidiary, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or or, to the Knowledge of Medscape Parties, threatened in writing to be brought or filed, filed with the National Labor Relations Board or any other labor relations tribunal with respect to any such employee. There is no organizing activity involving any current or authority. To former employee of any Seller who is providing or has provided services to the Business, or any current or former employee of Subsidiary, pending or, to the Knowledge of CenturyLinkMedscape Parties, there threatened in writing by any labor organization or group of employees of any Seller or Subsidiary. There are no organizing activities, (x) strikes, work stoppages, slowdowns, lockouts, material lockouts or arbitrations or (y) material grievances, grievances or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLinkMedscape Parties, threatened that individually against any Seller or Subsidiary or involving any current or former employee of any Seller who is providing or has provided services to the Business, or any current or former employee of Subsidiary. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Medscape Parties, threatened against or involving Sellers or Subsidiary in relation to or by any group of current or former employees of any Seller who is providing or has provided services to the aggregateBusiness, has had or any current or former employee of Subsidiary. There are no complaints, charges or claims against Sellers or Subsidiary pending or, to the Knowledge of Medscape Parties, threatened in writing to be brought or filed with any Governmental Authority based on, arising out of, in connection with, or otherwise relating to the employment of any individual in relation to the Business, including any claim for workers' compensation or with respect to discrimination (and, to the Knowledge of Medscape Parties there are no facts or information which would reasonably be expected to have a CenturyLink Material Adverse Effectgive rise thereto). CenturyLink has Hours worked by and payments made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any current or former employees of CenturyLink any Seller who are providing or have provided services to the Business, or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth current or former employee of Subsidiary, have not been in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as violation of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body federal Fair Labor Standards Act 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 law dealing with such matters. (b) Sellers and Subsidiary have complied in all material respects with all Laws and Orders relating to the hiring and retention of all employees, leased employees and independent contractors of the Business relating to wages, hours, labor, employment and employment practices, terms and conditions of employment, equal employment opportunity, collective bargaining and the payment of social security and other employment taxes. (c) The Subsidiary neither employs nor otherwise retains any employees other than the Subsidiary Employees. Other than the Subsidiary Employees, all persons who were employees, directors or officers of the Subsidiary on or prior to the date hereof have been terminated from service with the Subsidiary or transferred to a Seller on or prior to the date hereof and the Subsidiary has any express commitmentno further employment relationship, whether legally enforceable or notincluding, towithout limitation, or not toliability for severance benefits, modify, change or terminate any CenturyLink Benefit Planwith respect to such persons.

Labor Matters. As of the date of this Agreement(a) Neither MGO nor any MGO Subsidiary is a party to, Section 3.19 of the CenturyLink Disclosure Letter sets forth a true and complete list of all or bound by, or is currently negotiating in connection with entering into or amending, any collective bargaining agreement or other Contract with a labor union contracts applicable or trade union, works council or labor organization. During the past two years, there has been no material labor strike, slowdown, stoppage, picketing, interruption of work or lockout pending or, to any employees the Knowledge of CenturyLink MGO, threatened against or affecting MGO or any of the CenturyLink MGO Subsidiaries. To the Knowledge of CenturyLinkMGO, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking organizational efforts with respect to the formation of a representation proceeding collective bargaining unit presently pending being made or threatened involving employees of MGO or any MGO Subsidiary. (b) There are no, and in the past two years there have not been any, material unfair labor practice complaints pending or, to be brought the Knowledge of MGO, threatened against MGO or filed, with any of its Subsidiaries before the National Labor Relations Board or any other Governmental Authority. (c) MGO and each MGO Subsidiary are and have been since January 1, 2021 in compliance with all applicable Law respecting labor relations tribunal or authority. To and employment, including without limitation, immigration, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, mass layoffs, worker classification, sexual harassment, discrimination, exempt and non-exempt status, compensation and benefits, wages and hours and the Knowledge Worker Adjustment and Retraining Notification Act of CenturyLink1988, there are no organizing activitiesas amended, strikesovertime, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None the payment of CenturyLink or any wages and withholding of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink SubsidiariesTaxes, except for any breacheswhere such non-compliance has not had, failures and would not reasonably be expected to comply or disputes thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding orEffect on MGO. (d) To MGO’s Knowledge, to the Knowledge of CenturyLink, threatened that individually or in the aggregatelast two years, has had (i) no allegations of sexual harassment or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts misconduct or workplace discrimination or harassment (including based on race, ethnicity or gender) have been made against any current or former employee of MGO, and (ii) neither MGO nor any of the MGO Subsidiaries have entered into any settlement agreements related to allegations of sexual harassment or misconduct or workplace discrimination or harassment (including, without limitation, based on race, ethnicity or gender) by any such employee. MGO has established and distributed to all amendments theretoof its employees a policy against harassment and a complaint procedure, and it has required all managers and staff to undergo anti-harassment training where required by applicable Laws. (e) applicable Each current and former individual who has been classified by MGO as (i) an independent contractor or other non-employee status, or (ii) an exempt or non-exempt employee for purposes of the Fair Labor Standards Act (or any similar state, local or foreign Law) has been properly so classified for all purposes, including for Tax purposes and purposes of any MGO Benefit Plans. MGO has paid or properly accrued in the ordinary course of business all wages and compensation due to any employees current or former employees, including all overtime pay, paid time off, holidays or holiday pay and bonuses. (f) Section 4.11(f) of CenturyLink the MGO Disclosure Schedules sets forth, for each employee of MGO or any CenturyLink MGO Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreementhereof, has entered into any agreementsuch employee’s name, arrangement or understandingemployer, title, hire date, location, whether written full- or oralpart-time, with any union, trade union, works council annual base salary 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 CenturyLink Benefit Planwage rate.

Labor Matters. As of the date of this Agreement, Section 3.19 of the CenturyLink Disclosure Letter sets forth a true and complete list of all (a) There are no collective bargaining or other labor union contracts applicable agreements with a Labor Union to which the Company or any of the Company Subsidiaries is a party or by which any of them is bound, no such agreement is being negotiated by the Company or any Company Subsidiary, and no employee of the Company or any of the Company Subsidiaries is represented by a Labor Union. No notice, consent or consultation obligations with respect to any employees of CenturyLink the Company or any of the CenturyLink Company Subsidiaries, or any Labor Union, will be a condition precedent to, or triggered by, the execution of this Agreement or the consummation of the Transactions. To the Knowledge of CenturyLink, as knowledge of the date Company and the Company Subsidiaries, since January 1, 2017, neither the Company nor any of this Agreementthe Company Subsidiaries has encountered, nor has there been any threat of, any labor union organizing activity. Since January 1, 2017, neither the Company nor any of the Company Subsidiaries has encountered, nor has there been any threat of, any employee strikes, work stoppages, slowdowns, picketing or lockouts. There is no unfair labor organization practice charge or group complaint or other Action pending, or, to the knowledge of employees of CenturyLink the Company and the Company Subsidiaries, threatened against the Company or any CenturyLink Subsidiary 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 threatened to be brought or filed, with of the Company Subsidiaries before the National Labor Relations Board or any similar Governmental Entity. Each of the Company and the Company Subsidiaries is, and for the past three (3) years has been, in compliance in all material respects with all applicable Laws respecting employment, including discrimination, harassment or retaliation in employment, terms and conditions of employment, termination of employment, wages, overtime and minimum wage classifications, hours, occupational safety and health, employee whistle-blowing, immigration, employee privacy, employment practices and classification of employees, consultants and independent contractors. (b) Since March 1, 2020, neither the Company nor any Company Subsidiary has furloughed, placed on leave (other labor relations tribunal than as required by Law), terminated the employment of, materially reduced the compensation or authoritybenefits of, or materially modified the work schedule of any of its employees, in each case for any reason relating to COVID-19. The Company and the Company Subsidiaries have materially complied with all Laws, and have made commercially reasonable efforts to comply with all guidance published by a Governmental Entity, in each case concerning workplace and employee health and safety practices relating to COVID-19. To the Knowledge knowledge of CenturyLinkthe Company and the Company Subsidiaries, there are no organizing activitiescurrent executive, strikes, work stoppages, slowdowns, lockouts, material arbitrations key employee or material grievances, group of employees has given notice of termination of employment or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink otherwise disclosed plans to terminate employment with the Company or any of its Subsidiaries within the CenturyLink twelve (12) month period following the date hereof. (c) Within the past ninety (90) days, neither the Company nor any Company Subsidiary has effectuated, and neither the Company nor any Company Subsidiary intends to effectuate within the ninety (90) day period following the date hereof, (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”)) affecting any single site of employment or one or more facilities or operating units within any single site of employment of the Company or any Company Subsidiary or (ii) a “mass layoff” (as defined in the WARN Act) affecting any single site of employment or facility of the Company or any Company Subsidiary; or, in the case of clauses (i) and (ii) of this sentence, any similar action under any comparable Law requiring notice to employees in the event of a plant closing, layoff or substantial cessation or relocation of industrial or commercial operations. Since January 1, 2017, each of the Company and each of the Company Subsidiaries has breached or otherwise failed to comply complied in all material respects with any provision applicable Law with respect to the employment, discharge or layoff of any collective bargaining agreement such employee, including the WARN Act and any comparable Law. No employee of the Company or other labor union Contract any Company Subsidiary is primarily based outside of the United States. Since January 1, 2017, each employee of the Company and each Company Subsidiary is employed on an “at will” basis. Each of the Company and the Company Subsidiaries has properly classified in all material respects (i) employees as exempt from applicable to any employees of CenturyLink or overtime and minimum wage Laws and (ii) consultants as independent contractors under applicable Tax reporting, withholding and related Laws. (d) Since January 1, 2017, (i) neither the Company nor any of the CenturyLink SubsidiariesCompany Subsidiaries has been a party to, or threatened with, any Action based on any alleged violation of any employment Laws or Contracts except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and as would not reasonably be expected to have a CenturyLink Company Material Adverse EffectEffect and (ii) neither the Company nor any of the Company Subsidiaries has received notice from any Governmental Entity that any of its current or former employees has a name that does not match the social security number maintained by such Governmental Entity. Neither the Company nor any of the Company Subsidiaries is currently a party to any agreement for the provision of labor from any third party staffing agency or vendor. (e) There are is no written grievances pending, or written complaints outstanding or, to the Knowledge Company’s knowledge, threatened, and for the past three (3) years there has not been any (i) action, suit, claim, proceeding or investigation, (ii) to the Company’s knowledge, material breach or allegation of CenturyLinkmaterial breach of any policy of the Company or any Company Subsidiary or (iii) settlement or similar out-of-court or pre-litigation arrangement, threatened that individually in each case relating to sex-based discrimination, sexual harassment or sexual misconduct involving the Company or any Company Subsidiary or any of their current or former employees, directors, officers or independent contractors in relation to their work for the aggregate, has had Company or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink any Company Subsidiary. (f) The Company has made available to Qwest true and complete copies Parent a list of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees each employee of CenturyLink the Company or any CenturyLink Subsidiary (of the “CenturyLink CBAs”). Except as otherwise set forth Company Subsidiaries who is employed primarily in the CenturyLink CBAsUnited States, neither CenturyLink nor any CenturyLink Subsidiary earns annual base compensation equal to or greater than $150,000, and is employed under a non-immigrant work visa or other work authorization that is limited in duration, including (ai) as of the employee name, (ii) job title and (iii) type and expiration date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council such visa 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 CenturyLink Benefit Planwork authorization.

Labor Matters. As of the date of this Agreement(a) There is no labor strike, Section 3.19 of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining dispute, slowdown, stoppage or other labor union contracts applicable lockout actually pending, or to any employees of CenturyLink or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLinkthe Company, as threatened against the Company or any Company Subsidiary. (b) Neither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement with any labor organization applicable to employees of the date of this Agreement, no labor organization or group of employees of CenturyLink Company or any CenturyLink Subsidiary Company Subsidiary. (c) No labor union 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 threatened to be brought or filed, with been certified by the National Labor Relations Board as bargaining agent for any of the employees of the Company or any other labor relations tribunal or authority. To Company Subsidiary. (d) Since January 1, 2003, neither the Knowledge of CenturyLink, there are no organizing activities, strikes, Company nor any Company Subsidiary has experienced any material work stoppages, slowdowns, lockouts, material arbitrations or material grievances, stoppage or other material labor disputes pending difficulty. (e) There is no unfair labor practice charge or threatened complaint against or involving CenturyLink the Company or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding Company Subsidiary pending or, to the Knowledge of CenturyLinkthe Company, threatened that before the National Labor Relations Board. Neither the Company nor any Company Subsidiary (i) is involved in, or to the Knowledge of the Company threatened with, any labor dispute, grievance or litigation relating to labor matters, including, without limitation, violation of any federal, state or local labor, safety or employment laws, charges of unfair labor practices or discrimination complaints that, individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Company Material Adverse Effect; or (ii) to the Knowledge of the Company, has engaged in any material unfair labor practices within the meaning of the National Labor Relations Act or the Railway Labor Act. CenturyLink 19 (f) Since January 1, 2003, neither the Company nor any Company Subsidiary has made available to Qwest true and complete copies effectuated a "plant closing" (as defined in the WARN Act) affecting any site of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to employment or one or more facilities or operating units within any employees site of CenturyLink employment or facility of the Company or any CenturyLink Subsidiary Company Subsidiary, and there has not occurred a "mass layoff" (the “CenturyLink CBAs”). Except as otherwise set forth defined in the CenturyLink CBAs, neither CenturyLink nor WARN Act) affecting any CenturyLink Subsidiary (a) as site of employment or facility of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body Company 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 CenturyLink Benefit PlanCompany Subsidiary.

Labor Matters. As of the date of this Agreement(a) (i) No Acquired Company is a party to or bound by any labor agreement, Section 3.19 of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining agreement, or any other labor-related agreements or arrangements with any labor union, labor organization or works council and no such agreements or arrangements are currently being negotiated by any Acquired Company, (ii) no labor union contracts applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLinkorganization, as of the date of this Agreement, no labor organization works council or group of employees of CenturyLink or any CenturyLink Subsidiary Acquired Company has made a pending written demand for recognition or certification, certification and (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or or, to the knowledge of the Company, threatened in writing to be brought or filed, filed with the National Labor Relations Board or any other applicable labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that. (b) Except as would not, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no , each Acquired Company (i) is, and since January 1, 2018, has been, in compliance with all applicable Laws regarding employment and employment practices, including, without limitation, all laws respecting terms and conditions of employment, health and safety, employee classification, non-discrimination, wages and hours, immigration, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, pay equity, overtime pay, employee leave issues, the proper classification of employees and independent contractors, the proper classification of exempt and non-exempt employees, and unemployment insurance, (ii) has not been adjudged to have committed any unfair labor practice as defined by the National Labor Relations Board or received written grievances or written complaints outstanding notice of any unfair labor practice complaint against it pending before the National Labor Relations Board that remains unresolved and (iii) since January 1, 2018, has not experienced any actual or, to the Knowledge knowledge of CenturyLinkthe Company, threatened that arbitrations, grievances, labor disputes, strikes, lockouts, picketing, hand-billing, slowdowns or work stoppages against or affecting the applicable Acquired Company. (c) Except as would not, individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable , no Acquired Company is delinquent in payments to any employees or former employees for any services or amounts required to be reimbursed or otherwise paid. (d) To the knowledge of CenturyLink the Company, no employee of any Acquired Company at the level of senior vice president or above is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, non-competition agreement, restrictive covenant or other obligation with or to: (i) the applicable Acquired Company or (ii) a former employer of any such employee relating (A) to the right of any such employee to be employed by the applicable Acquired Company or (B) to the knowledge or use of Trade Secrets or proprietary information. (e) To the knowledge of the Company, all employees of each Acquired Company are legally permitted to be employed by the applicable Acquired Company in the jurisdiction in which such employees are employed in their current job capacities. (f) No Acquired Company has incurred any material liability or obligation under the Worker Adjustment and Retraining Notification Act of 1988 or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement similar state or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit Planlocal Law that remains unsatisfied.

Labor Matters. As of the date of this Agreement, Section 3.19 of the CenturyLink Disclosure Letter sets forth (a) Flotec is not a true and complete list of all party to any collective bargaining agreement or other labor union contracts contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries. To persons employed by Flotec, and currently, to the Knowledge of CenturyLinkFlotec, as there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could reasonably be expected to affect the date Business; (b) to the Knowledge of this AgreementFlotec, there are no labor organization controversies, strikes, slowdowns or group work stoppages pending or threatened between Flotec and any of its employees employed in connection with the Business, and Flotec has not experienced any such controversy, strike, slowdown or work stoppage within the past three years; (c) to the Knowledge of CenturyLink Flotec, Flotec has not breached or otherwise failed to comply with the provisions of any CenturyLink Subsidiary has made a pending demand for recognition collective bargaining or certificationunion contract, and there are no representation grievances outstanding against Flotec under any such agreement or certification proceedings or petitions seeking contract which could reasonably be expected to have a representation proceeding presently Material Adverse Effect; (d) to the Knowledge of Flotec, there are no unfair labor practice complaints pending or threatened to be brought or filed, with against Flotec before the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink Governmental Authority or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor current union Contract applicable to any representation questions involving employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not Flotec which could reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances ; (e) Flotec is currently in compliance with all applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or written complaints outstanding oris holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of Flotec in connection with the Business and is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing; (f) Flotec has paid in full to all of its employees all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; (g) to the Knowledge of CenturyLinkFlotec, there is no Claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable before any Governmental Authority with respect to any employees of CenturyLink Persons currently or any CenturyLink Subsidiary formerly employed by Flotec in connection with the Business; (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (ah) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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, Flotec is not a party to, or not tootherwise bound by, modifyany consent decree with, change or terminate citation by, any CenturyLink Benefit PlanGovernmental Authority relating to employees or employment practices; (i) to the Knowledge of Flotec, there is no charge or proceeding with respect to a violation of any occupational safety or health standard that has been asserted or is now pending or threatened with respect to Flotec; and (j) to the Knowledge of Flotec, there is no charge of discrimination in employment or employment practices, for any reason, including age, gender, race, religion or other legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which Flotec has employed or currently employs any Person in connection with the Business.

Labor Matters. As Except as set forth in Schedule 5.14, and to the best of the date of this Agreement, Section 3.19 of the CenturyLink Disclosure Letter sets forth Seller’s actual Knowledge (a) Seller is not a true and complete list of all party to any collective bargaining agreement or other labor union contracts contract applicable to Persons employed by Seller, and currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect Seller; (b) there are no strikes, slowdowns or work stoppages pending or, to the best of Seller’s actual Knowledge, threatened between Seller and the Employees, and Seller has experienced any employees such strike, slowdown or work stoppage within the past three years; (c) Seller has not breached or otherwise failed to comply with the provisions of CenturyLink any collective bargaining or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary has made a pending demand for recognition or certificationunion Contract, and there are no representation grievances outstanding against Seller under any such agreement or certification proceedings or petitions seeking Contract which would have a representation proceeding presently Material Adverse Effect; (d) there are no unfair labor practice complaints pending or threatened to be brought or filed, with against Seller before the National Labor Relations Board or any other labor relations tribunal Governmental Authority or authority. To any current union representation questions involving Employees of Seller which would have a Material Adverse Effect; (e) Seller is currently in compliance with all applicable laws relating to the Knowledge employment of CenturyLinklabor, there are no organizing activitiesincluding those related to wages, strikeshours, work stoppagescollective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority, slowdownsexcept to the extent that non-compliance would not have a Material Adverse Effect, lockoutsand has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from Employees of Seller and is not liable for any arrears of wages, material arbitrations or material grievancesTaxes, penalties or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed sums for failure to comply with any provision of the foregoing; (f) Seller has paid in full to all its respective Employees or adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such Employees; (g) there is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any collective bargaining agreement or other labor union Contract applicable Governmental Authority with respect to any employees of CenturyLink Persons currently or any of the CenturyLink Subsidiariesformerly employed by Seller, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and as would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances ; (h) Seller is not a party to, or written complaints outstanding orotherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to the Knowledge of CenturyLinkEmployees or employment practices, threatened that individually or in the aggregate, has had or except as would reasonably be expected to not have a CenturyLink Material Adverse Effect. CenturyLink ; (i) there is no charge or proceeding with respect to a violation of any occupational safety or health standard that has made available been asserted or is now pending or threatened with respect to Qwest true Seller, except as would not have a Material Adverse Effect; and complete copies (j)) there is no charge of all collective bargaining agreements and discrimination in employment or employment practices, for any reason, including age, gender, race, religion or other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except other Governmental Authority in any jurisdiction in which Seller has employed or currently employs any Person, except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit Planhave a Material Adverse Effect.

Labor Matters. As (a) Since December 31, 2018, (i) none of the date Group Companies (A) has or has had any material liability for any arrears of wages, salaries, premiums, commissions, bonuses, fees or other compensation for services, or any penalty or other sums for failure to comply with any of the foregoing, and (B) has or has had any material liability 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, social insurances or obligations for any employees of any Group Company (other than routine payments to be made in the ordinary course of business); and (ii) the Group Companies have withheld all amounts required by applicable Law or by agreement to be withheld from wages, salaries, and other payments to employees or independent contractors of each Group Company. (b) Since December 31, 2018, there has been no “mass layoff” or “plant closing” as defined by WARN related to any Group Company, and the Group Companies have not incurred any material liability under WARN nor have the taken any action that could reasonably be expected to result in the Group Companies incurring any material liability under WARN including as a result of the transactions contemplated by this Agreement, . Except as set forth on Section 3.19 3.14(b) of the CenturyLink Disclosure Letter sets forth Company Schedules, no employee layoff, facility closure or shutdown (whether voluntary or by Order), reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Group Company has occurred since March 1, 2020 or is currently contemplated, planned or announced, including as a true result of COVID-19 or any COVID-19 Measures. The Group Companies have not otherwise experienced any employment-related liability with respect to COVID-19 that has been, or would reasonably be expected to be, material to the Group Companies taken as a whole. (c) There are no material Proceedings pending or, to the Company’s knowledge, threatened by or on behalf of any current or former director, manager, officer, employee, individual independent contractor or other service providers or government or administrative authority, including any claims relating to actual or alleged harassment, discrimination, or retaliation, or similar improper conduct, breach of contract, wrongful termination, defamation, intentional or negligent infliction of emotional distress, interference with contract or interference with actual or prospective economic disadvantage, salary differences, and complete list social security contributions and taxes. No Group Company is bound by any Order or material consent decree with, or citation by, any Governmental Entity relating to any employment practices. (d) The Group Companies have promptly, thoroughly and impartially investigated all material allegations of sexual harassment or other types of discrimination prohibited by applicable Laws of which any of the Group Companies are or were made aware. With respect to each such material allegation with potential merit, the Group Companies have taken prompt corrective action that is reasonably calculated to prevent further improper action. (e) Since December 31, 2018, the Group Companies have been and are in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), employee trainings and notices, workers’ compensation, labor relations, employee leave issues, COVID-19, affirmative action and unemployment insurance. (f) No Group Company has been a party to or bound by any collective bargaining agreements or other Contracts with any labor organization, works council, labor union or other employee representative (collectively, “CBA”), and no employees of the Group Companies are represented by any labor union, works council, or other labor union contracts applicable organization with respect to any employees of CenturyLink or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary 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 threatened to be brought or filed, their employment with the National Labor Relations Board or any other labor relations tribunal or authorityGroup Companies. To the Knowledge of CenturyLinkSince December 31, 2018, there are has been no organizing activitiesactual or, to the Company’s knowledge, threatened unfair labor practice charges, material grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, lockoutspicketing, material arbitrations or material grievances, handbilling or other material labor disputes pending or threatened against or involving CenturyLink or affecting any CenturyLink SubsidiaryGroup Company. None of CenturyLink or any of To the CenturyLink Subsidiaries has breached or otherwise failed to comply Company’s knowledge, since December 31, 2018, there have been no labor organizing activities with any provision of any collective bargaining agreement or other labor union Contract applicable respect to any employees of CenturyLink any Group Company. (g) To the Company’s knowledge, no current or former employee or independent contractor of any Group Company is in any material respect in violation of the CenturyLink Subsidiariesany term of any employment agreement, except for any breachesnondisclosure agreement, failures to comply common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts similar obligation: (including all amendments theretoi) applicable owed to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the implementation of any layoff, redundancy, severance or similar program within its or their respective workforces (or any part of them) Group Company; or (bii) has owed to any express commitment, whether legally enforceable third party with respect to such Person’s right to be employed or not, to, or not to, modify, change or terminate any CenturyLink Benefit Planengaged by the applicable Group Company.

Labor Matters. As Except as set forth in Section 4.1(u) of the date Viasoft Disclosure Letter, (i) to Viasoft's knowledge, Viasoft and its Subsidiaries are operating and have operated their businesses in compliance in all material respects with all applicable laws relating to such businesses respecting employment and employment practices, terms and conditions of this Agreementemployment and wages and hours, Section 3.19 including the Immigration Reform and Control Act ("IRCA"), the Worker Adjustment and Retraining Notification Act of 1988 ("WARN Act"), any such applicable laws respecting employment of foreign nationals, employment discrimination, equal opportunity, affirmative action, employee privacy, wrongful or unlawful termination, workers' compensation, occupational safety and health requirements, labor/management relations and unemployment insurance, the Family and Medical Leave Act or related matters, and Viasoft and its Subsidiaries are not engaged in and have not engaged in any unlawful practice relating to such businesses under such applicable laws, or in any unfair labor practice relating to the business of Viasoft or its Subsidiaries; (ii) no Governmental Entity has given Viasoft or any of its Subsidiaries written notice regarding any pending charge, audit, claim, complaint, investigation or review by or before any Governmental Entity concerning or requesting in writing to explain any conflicts with or violations of any such laws relating to the business conducted by Viasoft or such Subsidiary or in connection with the operation of the CenturyLink business, nor, to the knowledge of Viasoft, is any such investigation threatened or pending, nor, to the knowledge of Viasoft, has any such investigation occurred during the last two years; (iii) there is no labor strike, dispute, slowdown or stoppage actually pending or, to the knowledge of Viasoft, threatened against or affecting the business, and neither Viasoft nor any Subsidiary has experienced any work stoppage or other material labor difficulty relating to the business in the last two years; (iv) to the knowledge of Viasoft, no union representation question or union organizational activity exists respecting employees and, to Viasoft's knowledge, no one has petitioned within the last two years, and no one is now petitioning, for union representation of any employees; (v) there exists no collective bargaining agreement or other contract or agreement relating to the business with any labor union or association representing any employee, and no collective bargaining agreement affecting employees is currently being negotiated; and (vi) to Viasoft's knowledge, Viasoft and its Subsidiaries are in material compliance with all obligations under all Viasoft Employee Plans and all employment contracts and are not delinquent in payments to any employees for any wages, salaries, commissions, bonuses or other compensation for any services performed by them relating to the business or amounts required to be reimbursed to such employees. Except as set forth in Section 4.1(u) of the Viasoft Disclosure Letter, there are no pending or, to the knowledge of Viasoft, threatened proceedings, claims (other than routine claims for benefits), actions or suits of any nature (x) under or alleging violation of IRCA, WARN or any law respecting employment of foreign nationals, employment discrimination, equal opportunity, affirmative action, employee privacy, wrongful or unlawful termination or demotion, sexual and other harassment, workers' compensation, occupational safety and health requirements, labor/management relations (including any grievances or arbitration proceeding arising out of or under any collective bargaining agreements) and unemployment insurance, or matters involving any employee; (y) relating to alleged unlawful employment practices or unfair labor practices involving any employee (or the equivalent thereof under any law); or (z) relating to alleged breaches of any of Viasoft Employee Plans by Viasoft, any Affiliate, any officer or employee of such entities, or by any Fiduciary. To the knowledge of Viasoft, no facts or circumstances exists which could give rise to such actions, suits, arbitration, or claims, and Viasoft shall promptly notify in writing of any pending or threatened actions, suits, arbitration, or claims arising between the date hereof and the Effective Time. To Viasoft's knowledge, no employee of Viasoft has in any material respect violated any employment contract, confidentiality agreement, patent disclosure agreement or noncompetition agreement between such employee and any former employer of such employee due to such employee being employed by Viasoft or any of its Subsidiaries or disclosing to Viasoft or any of its Subsidiaries trade secrets or proprietary information of any such employer. No Section 4.1 (u) of the Viasoft Disclosure Letter sets forth a true and complete list of all collective bargaining material manuals, brochures or other labor union contracts applicable to any employees publications or similar documents (in print or electronic form) of CenturyLink or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLinkViasoft and each Subsidiary regarding office administration, as of the date of this Agreementpersonnel matters and hiring, no labor organization or group evaluation, supervision, training, termination and promotion of employees of CenturyLink Viasoft or any CenturyLink Subsidiary has made a pending demand for recognition or certificationSubsidiary, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable including but not limited to any employees of CenturyLink or any of the CenturyLink Subsidiariesaffirmative action plan, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit Planif any.

Labor Matters. As of Except as set forth on SCHEDULE 4.13, (a) neither the date of this AgreementCompany nor its Subsidiaries is a party to, Section 3.19 of the CenturyLink Disclosure Letter sets forth or a true and complete list of all collective bargaining or other participant in any negotiation of, any labor union contracts applicable agreement with respect to any of their employees of CenturyLink with any labor organization, union, group or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary has made a pending demand for recognition or certification, association and there are no representation employee unions (nor any other similar labor or certification proceedings employee organizations) under local statutes, custom or petitions seeking practice; (b) in the past five years, neither the Company nor its Subsidiaries has been approached by organized labor or its representatives making an effort to cause the Company or its Subsidiaries to conform to demands of organized labor relating to any of their employees or to enter into a representation proceeding presently binding agreement with organized labor that would cover any of their employees; and (c) there is no labor strike, slow-down or other work stoppage or labor disturbance pending or, to the knowledge of the Company, threatened against the Company or its Subsidiaries nor is any grievance currently being asserted, and in the past five years the Company and its Subsidiaries have not experienced a strike, slow-down or other work stoppage or other labor disturbance or difficulty. The Company and its Subsidiaries are in compliance in all material respects with all applicable laws respecting employment practices, employee documentation, terms and conditions of employment and wages and hours and are not and have not engaged in any unfair labor practice. There is no unfair labor practice charge or complaint against the Company and its Subsidiaries pending before or, to the knowledge of the Company, threatened to be brought or filed, with by the National Labor Relations Board or any other labor relations tribunal domestic or authority. To foreign governmental agency arising out of the Knowledge conduct of CenturyLinktheir businesses, and, to the knowledge of the Company, there are no organizing activitiesfacts or information which would give rise thereto, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or and in the aggregate, past five years there have not had and would not reasonably be expected to been any unfair labor practice charges or complaints against the Company or its Subsidiaries which could have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to Effect on the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit PlanCompany.

Labor Matters. As of The Company has provided to the date of this Agreement, Section 3.19 of the CenturyLink Disclosure Letter sets forth Buyer a true and complete correct list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, following information as of the date hereof and updated no earlier than five (5) Business Days prior to the Closing for each of this Agreementits employees (other than those employees to be transferred to Holdco or Olive in connection with the Restructuring Transactions and whose employment is not primarily related to the Business): employer, job title, location, date of hiring, and current compensation rate. There is no labor organization work slowdown, lockout, stoppage, picketing or strike pending, or to the Company’s Knowledge, threatened between the Company, on the one hand, and its employees, on the other hand, and there has been no such event since [***]. The Company is currently in compliance in all material respects, and since [***] has been in compliance in all material respects, with all applicable Laws respecting employment and employment practices, including those related to wages, hours and the payment and withholding of taxes. During the three (3) year period prior to the date hereof, the Company has not effectuated: (i) a “plant closing” or (ii) a “mass layoff”, in each case, as defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), or similar state law. The Company has not misclassified any person as an independent contractor, temporary employee, leased employee, volunteer or any other servant or agent compensated other than through reportable wages as an employee of the Company (each a “Contingent Worker”) and no Contingent Worker has been improperly excluded from any Employee Plan and the Company does not employ or engage any volunteer workers, paid or unpaid interns or any other unpaid workers. There are no material claims or disputes pending, threatened in writing or, to the Knowledge of the Company, orally, in each case against the Company, involving any employee, former employee, group of employees, group of former employees of, or any individual or group of employees of CenturyLink or any CenturyLink Subsidiary has made a pending demand individuals that applied for recognition or certification, and there employment with the Company. There are no representation unfair labor practice or certification proceedings or petitions seeking a representation proceeding presently discrimination complaints pending or threatened or, to be brought or filedthe Company’s Knowledge, with threatened, against the Company before the National Labor Relations Board or any other Governmental Body. No employee of the Company is represented by a labor relations tribunal union or authority. To organization with respect to his or her Company employment, the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievancesCompany is not party to, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of subject to, any collective bargaining agreement or other similar labor union Contract applicable or organization contract, and to the Company’s Knowledge there is no organizational activity by or on behalf of any labor union or organization with respect to any employees of CenturyLink or any employee of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit PlanCompany.

Labor Matters. As (a) Schedule 4.20(a) identifies all collective bargaining agreements (including any side letters, supplemental agreements or memoranda of understanding) covering employees of the date of this AgreementCompany or its Subsidiaries (collectively, Section 3.19 of the CenturyLink Disclosure Letter sets forth a "Collective Bargaining Agreements"). The Company has provided Buyer with true and complete list copies of all collective bargaining Collective Bargaining Agreements. The Company has advised Buyer of all material current oral or other labor union contracts applicable to any employees written proposals of CenturyLink the Company or any of its Subsidiaries in all ongoing negotiations with representatives of any unions representing pilots, mechanics or flight attendants and all matters on which any tentative agreements have been reached in the CenturyLink Subsidiaries. To the Knowledge course of CenturyLinksuch negotiations and such description is, as of the date hereof, accurate and complete in all material respects. (b) The Company and its Subsidiaries are in compliance with all currently applicable laws respecting employment and employment practices, terms and conditions of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary has made a pending demand for recognition or certification, employment and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiarieswages and hours, except for any breaches, failures to comply or disputes thatas could not, individually or in the aggregate, have not had and would not reasonably be expected to result in liabilities or payments by the Company and its Subsidiaries that have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding material pending or, to the Knowledge knowledge of CenturyLinkthe Company, threatened that claims, complaints, charges, investigations, audits or other proceedings or inquiries under or relating to any such applicable laws involving the Company, any Subsidiaries or any of their respective employees, officers or consultants. (i) There are no controversies settled since January 1, 1994, pending or, to the best knowledge of the Company, threatened between the Company or any of its Subsidiaries or any of their respective employees, which controversies (A) individually have resulted or could reasonably be expected to result in liabilities or payments (including without limitation payments in settlement) by the Company and its Subsidiaries in excess of $2,500,000 or (B) in the aggregate, has aggregate have had or would could reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink . (ii) Each of the Company and each of its Subsidiaries has made available not breached or otherwise failed to Qwest true and complete copies comply in any material respect with any provision of all collective bargaining agreements and any Collective Bargaining Agreement or other labor union contracts contract applicable to persons employed by the Company or any of its Subsidiaries, and there are no grievances (including all amendments theretoother than routine individual grievances) applicable outstanding against the Company settled, under any such agreement or contract. (iii) To the best knowledge of the Company, there is no petition pending before the National Mediation Board seeking certification of a labor representative with respect to any craft or class of employees of the Company or any of its Subsidiaries. (iv) There is no strike, slowdown, work stoppage, labor action or lockout, or, to the best knowledge of the Company, threat thereof, by or with respect to any employees of CenturyLink the Company or any CenturyLink Subsidiary of its Subsidiaries. (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (ad) as The consent of the date of this Agreementlabor unions which are a party to the Collective Bargaining Agreements is not required to consummate the Offer, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or the 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 CenturyLink Benefit PlanAgreement.

Labor Matters. As (a) Except as set forth in Section 3.17(a) of the date of this AgreementDisclosure Letter, Section 3.19 with respect to the Division: (i) each of the CenturyLink Disclosure Letter sets forth a true Company and complete list of the Division Entities is in material compliance with all collective bargaining applicable Laws regarding employment and employment practices; (ii) there are no material unfair labor practice charges or other labor union contracts applicable to any employees of CenturyLink complaints against the Company or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary 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 threatened to be Division Entities brought or filed, with before the National Labor Relations Board nor is there any material grievance or any other labor relations tribunal arbitration proceeding arising out of or authority. To under collective bargaining agreements with respect to the Business of the Company or the Division Entities nor, to the Knowledge of CenturyLinkSeller, is any such charge, complaint, grievance or proceeding threatened; (iii) since January 1, 2005, there are no organizing activities, strikes, has not been any labor strike or work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes stoppage pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLinkSeller, threatened that individually against the Company or the Division Entities; and (iv) there is no material charge or complaint pending or, to the Knowledge of Seller, threatened against the Company or any of the Division Entities before the Equal Employment Opportunity Commission or any similar state, local or foreign agency responsible for the prevention of unlawful employment practices. Since January 1, 2005, neither the Company nor any Division Entity has received written notice of the intent of any federal, state, local or foreign Governmental Entity responsible for the enforcement of employment Laws to conduct an investigation of or relating to the Company, or the Division Entities, and no such investigation is in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effectprogress. CenturyLink has made available to Qwest true and complete copies of all There are no collective bargaining agreements and with any union or other labor union contracts (including all amendments thereto) applicable to bargaining group for any employees of CenturyLink Seller, the Company or any CenturyLink Subsidiary Division Entity related to the Business and, to Seller’s Knowledge, there have not been any union organizational efforts involving such employees during the past two (2) years. Without limiting the generality of the foregoing, with respect to the Business Employees, Seller, the Company and the Division Entities are and have been at all times in the past been in material compliance with the Worker Adjustment Retraining Notification Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the Immigration and Nationality Act, as amended, and the Immigration Reform and Control Act of 1986. (b) Section 3.17(b) of the Disclosure Letter sets forth a complete and accurate list of all the names, employer (e.g., Seller, the specific Division Entity or subsidiary of Seller), nationality, location of employment, length of service and current annual rates of salary of and other compensation payments due all the employees of the Business (the “CenturyLink CBAs”)"Business Employees") as well as a list of all existing employment, consulting contracts or severance arrangements which constitute contractual obligations of Seller, the Company or any Division Entity with respect to the Business Employees. Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (aSection 3.17(b) as of the date of this AgreementDisclosure Letter, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation no person holding title as an officer of the Merger Company or other transactions contemplated by this Agreement senior manager of the Business has provided his or her written notice of intent to terminate his or her employment with the implementation of any layoff, redundancy, severance Company 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 CenturyLink Benefit PlanSeller.

Labor Matters. As Section 4.17 of the date of this Agreement, Section 3.19 of the CenturyLink Black & Decker Disclosure Letter sets forth a true and complete list of all material collective bargaining or other labor union contracts Contracts applicable to any employees of CenturyLink Black & Decker or any of the CenturyLink Black & Decker Subsidiaries. To the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary 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 threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or Neither Black & Decker nor any of the CenturyLink Black & Decker Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink Black & Decker or any of the CenturyLink Black & Decker Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Black & Decker Material Adverse Effect. There are no written grievances Except for matters that, individually or written complaints outstanding in the aggregate, have not had and would not reasonably be expected to have a Black & Decker Material Adverse Effect, (a) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of CenturyLinkBlack & Decker, threatened threatened, against or affecting Black & Decker or any Black & Decker Subsidiary; (b) to the Knowledge of Black & Decker, no union organizational campaign is in progress with respect to the employees of Black & Decker or any Black & Decker Subsidiary and no question concerning representation of such employees exists; (c) neither Black & Decker nor any Black & Decker Subsidiary is engaged in any unfair labor practice; (d) there are not any unfair labor practice charges or complaints against Black & Decker or any Black & Decker Subsidiary pending, or, to the Knowledge of Black & Decker, threatened, before the National Labor Relations Board; (e) there are not any pending, or, to the Knowledge of Black & Decker, threatened, union grievances against Black & Decker or any Black & Decker Subsidiary that individually or in the aggregate, has had or would reasonably could be expected to have a CenturyLink Material Adverse Effect. CenturyLink result in an adverse determination; (f) Black & Decker and each Black & Decker Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (g) neither Black & Decker nor any Black & Decker Subsidiary has made available received written or oral communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment laws to Qwest true and complete copies conduct an investigation of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or affecting Black & Decker or any CenturyLink Black & Decker Subsidiary (and, to the “CenturyLink CBAs”)Knowledge of Black & Decker, no such investigation is in progress. Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as Table of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit Plan.Contents

Labor Matters. (a) Schedule 2.21 sets forth a complete list of the Personnel as of December 31, 2006. The Company has previously provided to the Buyer a complete list dated December 31, 2006 of the Personnel and their salary or hourly wages and other cash compensation paid by the Company or any of its Subsidiaries for the year ended December 31, 2006. Neither the Company nor any of its Subsidiaries is a party to, or subject to any collective bargaining agreement with, or a participant in any negotiation of, any labor agreement with respect to its employees with any labor organization, union, work council, group or association and there are no employee unions (nor any other similar labor or employee organizations) under federal or local statutes During the last three years, to the knowledge of the Company, (i) the Company and its Subsidiaries have not experienced any attempt by organized labor or its representatives to make them conform to demands of organized labor relating to their respective employees or to enter into a binding agreement with organized labor that would cover their respective employees and (ii) there are no existing union organizing efforts or representation questions with respect to any employees of the Company or any of its Subsidiaries. (b) There is no labor strike, slowdown or work stoppage pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries, and in the past five years the Company and its Subsidiaries have not experienced a labor strike, slowdown, or work stoppage. As of the date hereof, no member of Personnel who is material to the business of the Company or any of its Subsidiaries has notified the Company of any intention to discontinue such Personnel’s employment with the Company or such Subsidiary. (c) The Company and its Subsidiaries have not within the 180 days immediately preceding the date of this Agreement, Section 3.19 effectuated a “plant closing” or “mass layoff”, as defined in the Workers Adjustment and Retraining Notification (“WARN”) Act, or any analogous U.S. state or U.S. local Law affecting in whole or in part any site of employment, operating unit or employees of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink Company or any Subsidiary of the CenturyLink Subsidiaries. To Company, without fully complying with the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink WARN Act or any CenturyLink Subsidiary has made a pending demand for recognition analogous U.S. state or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit PlanU.S. local Law.

Labor Matters. As (a) Except as disclosed in Section 4.14(a)(i) of the date of this AgreementCompany Disclosure Schedule, Section 3.19 none of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink the Company or its Subsidiaries is, or during the last five years has been, represented in his or her capacity as an employee of the Company or any of its Subsidiaries by any labor organization and neither the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, Company nor its Subsidiaries are party to any labor or collective bargaining agreement and no such agreement is being negotiated as of the date of this Agreement. Except as disclosed in Section 4.14(a)(i) of the Company Disclosure Schedule, no labor there is not currently, and since June 30, 2012, there has not been, any union organization or group activity involving any of the employees of CenturyLink the Company or any CenturyLink Subsidiary of its Subsidiaries pending or, to the Knowledge of the Company, threatened. There is not currently, nor has made a there been since July 1, 2014, any picketing, strikes, slowdowns, material work stoppages, other job actions or lockouts involving any of the employees of the Company or any of its Subsidiaries pending demand for recognition or certificationor, and to the Knowledge of the Company, threatened. Except as disclosed in Section 4.14(a)(ii) of the Company Disclosure Schedule, there are no representation not currently any material complaints, charges or certification proceedings claims against the Company or petitions seeking a representation proceeding presently any of its Subsidiaries pending or or, to the Knowledge of the Company, threatened to that could be brought or filedfiled with any Governmental Authority or arbitrator based on, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLinkarising out of, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievancesin connection with, or other material labor disputes pending otherwise relating to the employment or threatened against termination of employment or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink failure to employ by the Company or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision its Subsidiaries, of any collective bargaining agreement or other labor union Contract applicable individual. Except as would not reasonably be expected to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes thathave, individually or in the aggregate, have not had a Material Adverse Effect on the Company, the Company and its Subsidiaries are currently 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 (“WARN”) and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company or any of its Subsidiaries since June 30, 2012. (b) Except as would not reasonably be expected to have a CenturyLink Material Adverse Effect. There Effect on the Company, the Company and its Subsidiaries: (i) are no written grievances in material compliance with all applicable Laws respecting employment, employment practices, immigration matters, terms and conditions of employment and wages and hours, in each case, with respect to employees; (ii) have withheld and reported all amounts required by applicable Law to be withheld and reported with respect to wages, salaries and other payments to employees; (iii) are not liable for any arrears of wages or written complaints outstanding orany Taxes or any penalty for failure to comply with any of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority, with respect to the Knowledge of CenturyLinkunemployment compensation benefits, threatened that individually social security or other benefits or obligations for employees (other than routine payments to be made in the aggregate, has had or normal course of business and in accordance with past practice). Except as would not reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available Effect on the Company, there are no pending, or to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as Knowledge of the date of this AgreementCompany, has entered into threatened or reasonably anticipated actions or proceedings against the Company under any agreement, arrangement worker’s compensation policy or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit Planlong-term disability policy.

Labor Matters. As (a) Section 4.14(a) of the date of this Agreement, Section 3.19 of the CenturyLink Company Disclosure Letter sets forth forth, as of April 30, 2015, a true true, correct and complete list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink the Company and its Subsidiaries, and for each such individual, sets forth his/her rate of pay or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLinkannual compensation (including, as of the if applicable, his/her current bonus opportunity), job title or function, job location, date of this Agreementhire, no labor organization whether such individual is on leave (under the Family and Medical Leave Act or group of employees of CenturyLink or any CenturyLink Subsidiary 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 threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (aotherwise) as of the date of this Agreement, or has entered into any agreementrequested such leave to begin after the date of this Agreement. Seller has made available to Purchaser complete copies of all employment, arrangement or understanding, whether written or oral, with any union, trade union, works council retention or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation agreements with all of the Merger or other transactions contemplated by this Agreement or individuals identified on Section 4.14(a) of the implementation of any layoff, redundancy, severance or similar program within its or their respective workforces (or any part of them) or Company Disclosure Letter. (b) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement, labor union contract or similar agreement, nor is any such Contract being negotiated as of the date of this Agreement. As of the date hereof, the Company has no knowledge of any express commitmentongoing activities or proceedings of any labor union to organize any such employees. Neither the Company nor any of its Subsidiaries has experienced, whether legally enforceable since January 1, 2012, any material labor disputes, work stoppages, requests for representation, work slow-downs due to labor disagreements or notany actions or arbitrations which involve the labor or employment relations of the Company or its Subsidiaries. Except as set forth in Section 4.14(b) of the Company Disclosure Letter, tothere is no Proceeding against the Company or its Subsidiaries pending with any Governmental Authority or, to the knowledge of the Company, threatened alleging a violation of Labor Laws. All persons who have, since January 1, 2012, been employees of the Company who have been classified by the Company as exempt under the Fair Labor Standards Act, as amended, or not toapplicable state laws, modifyhave been properly classified and treated as such. All natural Persons who have provided services to the Company as independent contractors or consultants since January 1, change 2012 have been properly classified as independent contractors or terminate consultants, rather than as employees of the Company, for purposes of all applicable laws. (c) Neither the Company nor any CenturyLink Benefit Planof its Subsidiaries has implemented any location closing or employee layoffs during the three (3) year period prior to the date hereof in violation of the notice or any other requirements of the WARN Act or any similar state or local plant closing or mass layoff statute, rule or regulation.

Labor Matters. As (a) Section 5.17(a) of the date of this Agreement, Section 3.19 of the CenturyLink Company Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink or any each ZB Company as of the CenturyLink Subsidiariesdate hereof and title and/or job description, job location and base compensation and any bonuses paid with respect to the last fiscal year, or if the Company is less than one year since incorporation with respect to the current fiscal year, whereby bonuses shall be the target bonuses agreed upon but not yet paid between Company and employee and any bonuses already paid. To As of the Knowledge date hereof, all employees of CenturyLinkeach ZB Company are legally permitted to be employed by each ZB Company in the jurisdiction in which such employees are employed in their current job capacities and the necessary working permits are in place. (b) All employment agreements between the ZB Companies and their employees are in writing and contain only customary terms and conditions. The ZB Companies do not retain, and have not retained in the past, any consultants or freelancers that could be requalified as of employees under applicable Laws. (c) As at the date of this Agreement, no material salary increases have been resolved but not yet implemented by the ZB Companies. Any claims of current or former employees of the ZB Companies, including any claims for compensation, bonus, overtime and holidays, are fully provided for in the Audited Financial Statement as per the respective accounts date. Since such accounts date, overtime claims and outstanding holiday entitlements accrued only in the Ordinary Course of Business. (d) No ZB Company is a party to or negotiating any collective bargaining agreement with respect to its employees. There are no strikes, work stoppages, slowdowns or other material labor organization disputes pending or, to the Knowledge of the Company, threatened against any ZB Company, and no such strikes, work stoppages, slowdowns or other material disputes have occurred since the Lookback Date. Since the Lookback Date, (i) no labor union or other labor organization, or group of employees of CenturyLink or any CenturyLink Subsidiary ZB Company, has made a pending written demand for recognition or certificationcertification with respect to any employees, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or or, to the Knowledge of the Company, threatened to be brought or filed, filed with the National Labor Relations Board or any other similar labor relations tribunal or authority. To , and (ii) there has been no actual or, to the Knowledge of CenturyLinkthe Company, there are no organizing activities, strikes, work stoppages, slowdowns, lockoutsthreatened, material arbitrations unfair labor practice charges against any ZB Company. (e) Each ZB Company, is, and since the Lookback Date has been, in compliance, in all material respects, with all applicable Laws relating to the employment of labor, including (where applicable) provisions thereof relating to wages and hours, classification, equal opportunity, employment harassment, discrimination or material grievancesretaliation, disability rights, workers’ compensation, affirmative action, collective bargaining, workplace health and safety, immigration, whistleblowing and layoffs, employee trainings and notices, labor relations, employee leave issues, unemployment insurance, and the payment of social security and other Taxes. Since the Lookback Date, none of any ZB Companies has implemented any mass layoff of their employees. (f) Except as set forth on Section 5.17(f) of the Company Disclosure Letter, the ZB Companies do not have in existence any share or other incentive scheme, whether settled in cash or in (phantom) securities of any kind and the ZB Companies have no obligation to pay any bonus or similar payments to any present or former employee or consultant. No ZB Company has any obligation to make any severance, change-of-control or transaction bonus payment, or other material labor disputes pending any payment of compensation for loss of office, employment or threatened against redundancy to any present or involving CenturyLink former employee, consultant or any CenturyLink Subsidiary. None of CenturyLink or any director as a consequence of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and transactions contemplated by this Agreement. (g) Except as would not reasonably be expected to result in material Liabilities to any ZB Company, since the Lookback Date, (i) each ZB Company has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments that have a CenturyLink Material Adverse Effectbecome due and payable to employees; (ii) none of any ZB Company has been liable for any arrears of wages, compensation or related Taxes, penalties or other sums with respect to its employees; (iii) each ZB Company has paid in full to all employees and individual independent contractors all wages, salaries, commissions, bonuses and other compensation due and payable to or on behalf of such employees and such individual independent contractors; and (iv) each individual who since the Lookback Date has provided or is providing services to any ZB Company, and has been classified as (y) an independent contractor, consultant, leased employee, or other non-employee service provider, or (z) an exempt employee, has been properly classified as such under all applicable Laws relating to wage and hour and Tax. (h) To the Knowledge of the Company, no employee or individual independent contractor of any ZB Companies is, with respect to his or her service, in breach of the terms of any employment agreement, nondisclosure agreement, noncompetition agreement, non-solicitation agreement, restrictive covenant or similar obligation (i) owed to any ZB Company; or (ii) owed to any third party. There are no written grievances or written complaints outstanding orNo senior executive has provided, to the Knowledge of CenturyLinkthe Company, threatened oral or written notice, and no key employee has provided written notice of any present intention to terminate his or her relationship with any ZB Company within the first twelve (12) months following the Closing. (i) Since the Lookback Date, each ZB Company has used reasonable best efforts to investigate all sexual harassment, or other discrimination, or retaliation allegations which have been reported to the appropriate individuals responsible for reviewing such allegations in accordance with the policies and procedures established by any ZB Company. With respect to each such allegation with potential merit, each ZB Company has taken such corrective action that individually or in the aggregate, has had or would is reasonably be expected calculated to have a CenturyLink Material Adverse Effectprevent further improper conduct. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable No ZB Company reasonably expects any material Liabilities with respect to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit Plansuch allegations.

Labor Matters. As of the date of this Agreement(a) Other than as set forth on Schedule 4.15(a), Section 3.19 of the CenturyLink Disclosure Letter sets forth (i) no Seller is a true and complete list of all collective bargaining or other labor union contracts applicable party to any employees labor or Collective Bargaining Agreement with respect to its Employees, (ii) no Employee of CenturyLink or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLinkSeller is represented by any labor organization, as of the date of this Agreement, (iii) no labor organization or group of employees Employees of CenturyLink or any CenturyLink Subsidiary Seller has made a pending demand for recognition or certificationrequest for certification that is pending as of the Agreement Date, nor have there been any such demands or requests in the last three (3) years, and (iv) there are no representation or certification proceedings or petitions seeking a representation proceeding election presently pending or threatened or, to the Knowledge of Sellers, threatened, to be brought or filed, filed with the National Labor Relations Board or any other labor relations tribunal involving any Seller, nor have there been any such proceedings in the last three (3) years. (b) There are no strikes, lockouts, work stoppages or authority. To slowdowns pending or, to the Knowledge of CenturyLinkSellers, threatened against or involving any Seller. (c) Except as set forth on Schedule 4.15(c), there are no organizing activitiescharges, strikesarbitrations, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, complaints, proceedings or other material labor disputes Actions pending or or, to the Knowledge of Sellers, threatened against any Seller relating to the employment or involving CenturyLink or any CenturyLink Subsidiary. None termination of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision employment of any collective bargaining agreement individual or other labor union Contract applicable to group of individuals by any employees of CenturyLink or any of the CenturyLink Subsidiaries, Seller except for any breaches, failures to comply or disputes thatthose which, individually or in the aggregate, have not had and would not, individually or in the aggregate, reasonably be expected to be material to the Purchased Assets, the Assumed Liabilities or the Business. (d) There are no complaints, charges, administrative proceedings, claims or other Actions against any Seller pending or, to the Knowledge of Sellers, threatened to be brought or filed with any Governmental Body based on or arising out of the employment by any Seller of any Employee, former employee, or current or former service provider, or group thereof, or the termination thereof except those which, individually or in the aggregate would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding orwould not, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available be material to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in Purchased Assets, the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement Assumed Liabilities or the implementation Business. (e) Sellers have not incurred any liability under the WARN Act or similar Laws of any layoffjurisdiction, redundancywhich remains unpaid or unsatisfied, severance nor have Sellers terminated the employment of any employees, separately or similar program within its or their respective workforces (or as a group, that triggered any part of them) or (b) has any express commitment, whether legally enforceable or not, to, or not to, modify, change or terminate any CenturyLink Benefit Plan.obligations under such Laws without giving the notices required thereunder

Labor Matters. As of Neither the date of this AgreementCompany nor its Subsidiaries is a party to, Section 3.19 of the CenturyLink Disclosure Letter sets forth or a true and complete list of all collective bargaining or other participant in any negotiation of, any labor union contracts applicable agreement with respect to any of their employees of CenturyLink with any labor organization, union, group or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary has made a pending demand for recognition or certification, association and there are no representation employee unions (nor any other similar labor or certification proceedings employee organizations) under local statutes, custom or petitions seeking practice. In the past five years, neither the Company nor its Subsidiaries has been approached by organized labor or its representatives making an effort to cause the Company or its Subsidiaries to conform to demands of organized labor relating to any of their employees or to enter into a representation proceeding presently binding agreement with organized labor that would cover any of their employees. There is no labor strike, slow-down or other work stoppage or labor disturbance pending or, to the knowledge of the Company, threatened against the Company or its Subsidiaries nor is any grievance currently being asserted, and in the past five years the Company and its Subsidiaries have not experienced a strike, slow-down or other work stoppage or other labor disturbance or difficulty. The Company and its Subsidiaries are in compliance in all material respects with all applicable laws respecting employment practices, employee documentation, terms and conditions of employment and wages and hours and are not and have not engaged in any unfair labor practice. There is no unfair labor practice charge or complaint against the Company and its Subsidiaries pending before or, to the knowledge of the Company, threatened to be brought or filed, with by the National Labor Relations Board or any other labor relations tribunal domestic or authority. To foreign governmental agency arising out of the Knowledge conduct of CenturyLinktheir businesses, and, to the knowledge of the Company, there are no organizing activitiesfacts or information which would give rise thereto, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or and in the aggregate, past five years there have not had and would not reasonably be expected to been any unfair labor practice charges or complaints against the Company or its Subsidiaries which could have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to Effect on the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit PlanCompany.

Labor Matters. As of the date of this Agreement, Section 3.19 of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining (a) No unfair labor practice charge or other labor union contracts applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary has made a complaint against either Seller is 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 before the National Labor Relations Board or any other labor relations tribunal or authority. To and, to the Knowledge of CenturyLinkMSC, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations unfair labor practice charge or material grievances, or other material labor disputes pending or complaint is threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of either Seller before the CenturyLink Subsidiaries National Labor Relations Board that has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. . (b) There are is no written grievances labor strike, slowdown or written complaints outstanding stoppage, and no material labor and/or employment dispute actually pending or, to the Knowledge of CenturyLinkMSC, threatened against or directly affecting either Seller. (c) No union is currently certified, and there is no union representation question and no union or other organizational activity that individually would be subject to the National Labor Relations Act (20 U.S.C.(S).151 et. seq.) existing or, to the Knowledge of MSC, threatened with respect to the operations of either Seller. (d) No grievance or in arbitration proceeding arising out of or under a CBA is pending and no claim thereunder has been filed or, to the aggregateKnowledge of MSC, has had or is threatened with respect to either Seller's operations that would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available . (e) Neither Seller is subject to Qwest true or bound by any CBA covering any Person employed by the Sellers and complete copies no CBA is currently being negotiated by either Seller. (f) There are no occupational health and safety claims pending, or to the Knowledge of all collective bargaining agreements and other labor union contracts MSC threatened, against either Seller that have a Material Adverse Effect. (including all amendments theretog) applicable Except with respect to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of transactions contemplated by this Agreement, since the enactment of WARN, neither Seller has entered into effected either (i) a "plant closing" (as defined in WARN) affecting any agreement, arrangement site of employment or understanding, whether written one or oral, with more facilities or operating units within any union, trade union, works council site of employment or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation facility of the Merger Sellers or other (ii) a "mass layoff" (as defined in WARN) affecting any site of employment or facility of the Sellers during the ninety (90) day period ending on the date hereof. Except with respect to the transactions contemplated by this Agreement, neither Seller has been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar law during the ninety (90) day period ending on the date hereof. Each Seller has complied in all material respects with WARN and all actions taken or not taken by the Sellers with respect to the transactions contemplated by this Agreement or have been, and will be in material compliance with WARN. (h) Each Seller is in compliance in all material respects with the implementation terms and provisions of any layoffthe Immigration Reform and Control Act of 1996, redundancyas amended, severance or similar program within its or their respective workforces (or any part of them) or (b) has any express commitmentand all related regulations promulgated thereunder, whether legally enforceable or not, to, or not to, modify, change or terminate any CenturyLink Benefit Planand all other applicable immigration laws and regulations.

Labor Matters. As (a) The Company and each Subsidiary have at all times complied, and are currently complying, with all applicable Laws relating to employment practices, terms and conditions of employment, equal employment opportunity, pay equity, vacation, nondiscrimination, immigration, wages, hours, benefits, payment of social security and similar Taxes and occupational safety and health. Neither the Company nor any Subsidiary is liable for the payment of any Taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the date of this Agreement, foregoing Laws. (b) Except as set forth in Section 3.19 4.19(b) of the CenturyLink Disclosure Letter sets forth a true and complete list of all Letter, neither the Company nor any Subsidiary is negotiating any collective bargaining agreement or other labor union contracts applicable Contract, nor has it been, nor is it now, a party to any employees of CenturyLink collective bargaining agreement or any of the CenturyLink Subsidiariesother labor Contract. To the Knowledge of CenturyLinkthe Company, as there is no labor-related organizational activity or other labor dispute currently pending or threatened against the Company or any Subsidiary, and no application or petition for an election of or for certification of a collective bargaining agent is pending. (c) Since December 31, 2012, there has not been, there is not presently pending or existing, and to the Knowledge of the date Company, there is not threatened, any strike, slowdown, picketing, work stoppage or employee grievance process involving the Company or any Subsidiary. There is not now nor has there been since December 31, 2012 any lock-out by the Company or any Subsidiary of this Agreement, no labor organization any employee or group of employees of CenturyLink employees, and no such action is currently contemplated by the Company or any CenturyLink Subsidiary has made a pending demand for recognition Subsidiary. (d) No Proceeding relating to the alleged violation of any applicable Law pertaining to labor relations or certificationemployment matters, and there are no representation including any charge or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, complaint filed with the National Labor Relations Board or any other labor relations tribunal comparable Governmental Authority within or authority. To outside the Knowledge of CenturyLinkU.S., there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes is pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLinkthe Company, threatened that individually or in writing against the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink Company or any CenturyLink Subsidiary. To the Knowledge of the Company, since December 31, 2012 there has been no charge of discrimination filed or threatened against the Company or any Subsidiary (or any director or employee thereof) with the “CenturyLink CBAs”). Except as otherwise set forth in Equal Employment Opportunity Commission or similar Governmental Authority within or outside the CenturyLink CBAs, neither CenturyLink U.S. Neither the Company nor any CenturyLink Subsidiary (a) as has received any notice of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with complaint filed by any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede claiming that 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 (Company or any part of them) such Subsidiary has violated any applicable employment standards Law or (b) has any express commitment, whether legally enforceable or not, to, or not to, modify, change or terminate any CenturyLink Benefit Planhuman rights Law.

Labor Matters. As of the date of this AgreementExcept as set forth on Schedule 4.1.18 hereto: (a) there is not now pending and there has not since January 1, Section 3.19 of the CenturyLink Disclosure Letter sets forth 2003 been any labor strike, dispute, slowdown, stoppage or lockout, with respect to ATPG, and to Equity Seller's Knowledge, no such Action is threatened against ATPG; (b) ATPG is not a true and complete list of all party to or bound by any collective bargaining Contract or other similar Contract with any labor union contracts organization applicable to employees of ATPG, nor has ATPG been such a party or been so bound since January 1, 2003; (c) there are not now and there have not been since January 1, 2006, any pending or to Equity Seller's Knowledge, threatened, Actions (including unfair labor practices charges or complaints and sex, age and other discrimination claims) against ATPG by any employees of CenturyLink ATPG or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group union on behalf of employees of CenturyLink or any CenturyLink Subsidiary has made a pending demand for recognition or certificationATPG, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding ornor, to the Knowledge of CenturyLinkEquity Seller's Knowledge, threatened is there any grievance pending that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink lead to such an Action; (d) ATPG has made available to Qwest true and complete copies of complied in all material respects with all employment Contracts, collective bargaining agreements and other Contracts, collective bargaining obligations, employment policies, arbitration awards, all labor union contracts Laws (including all amendments theretothose relating to wages, hours and collective bargaining) applicable to and any Orders resulting from alleged violations of any labor Laws; (e) since January 1, 2005, ATPG has not triggered any plant closing or mass layoff of employees that could implicate any Law requiring notice of CenturyLink plant closings or mass layoffs; (f) any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date notice of this AgreementTransaction required of any Seller Party or ATPG to employees, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade labor union, works council councils or other employee representative body or any material number or category of its similar bodies representing 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 layoffSeller Party or ATPG required by any Law, redundancyOrder or collective bargaining Contract by Seller Party or ATPG has been given, severance or similar program within its or their respective workforces (or and any part of them) or (b) has any express commitment, whether legally enforceable or not, tobargaining and consultation obligations have been, or not toprior to Closing will be, modify, change or terminate satisfied; and (g) No ATPG Employee has requested old age part time (Altersteilzeit) nor has such been granted by ATPG to any CenturyLink Benefit PlanATPG Employee.

Labor Matters. As of the date hereof, the Company employs ninety-three (93) full-time employees, no part-time employees and has retained two (2) consultants or independent contractors. The Company is not delinquent in payments to any of this Agreementits employees, Section 3.19 consultants or independent contractors for any wages, salaries, commissions, bonuses or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants or independent contractors. Except as set forth in SECTION 2.18 OF THE DISCLOSURE SCHEDULE or as required by law, upon termination of the CenturyLink Disclosure Letter sets forth a true and complete list employment of all collective bargaining any such employees, consultants or independent contractors, no severance or other labor union contracts applicable to any employees payments will become due. Except as set forth in SECTION 2.18 OF THE DISCLOSURE SCHEDULE, the Company has no policy, practice, plan or program of CenturyLink paying severance pay or any form of severance compensation in connection with the CenturyLink Subsidiariestermination of employment services. To the Knowledge The Company is and since January 1, 1995 has been in compliance with all applicable laws and regulations respecting labor, employment, fair employment practices, terms and conditions of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary has made a pending demand for recognition or certificationemployment, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened wages and hours, except where the failure to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and such compliance would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances charges of employment discrimination, sexual harassment or written complaints outstanding unfair labor practices except as set forth in SECTION 2.18 OF THE DISCLOSURE SCHEDULE, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations existing, pending or, to the Knowledge of CenturyLinkCompany's knowledge, threatened against or involving the Company. There are no union organizing activities pending or, to the Company's knowledge, threatened with respect to the Company and, to the Company's knowledge, no question concerning representations exists respecting the employees of the Company. There are no grievances, complaints or charges that individually or in the aggregatehave been filed under any dispute resolution procedure (including, has had or would but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that might reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink No arbitration or similar proceeding is pending and no claim therefor has made available to Qwest true and complete copies of all been asserted against the Company. No collective bargaining agreements agreement is in effect or is currently being or is about to be negotiated by the Company. The Company is, and other labor union contracts at all times since January 1, 1995 has been, in material compliance with the requirements of the Immigration Reform Control Act of 1986. There are no changes pending or, to the Company's knowledge, threatened with respect to (including all amendments thereto) applicable to any employees including, without limitation, the resignation of CenturyLink senior management or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAsemployee, neither CenturyLink nor any CenturyLink Subsidiary (a) as consultant or independent contractor of the date of this AgreementCompany) nor has the Company received any notice or information concerning any prospective change with respect to such senior management, has entered into any agreement, arrangement key employees or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit Planindependent contractors.

Labor Matters. As of the date of this Agreement, Section 3.19 of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink or (a) (i) Neither Isla nor any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization its Subsidiaries is a party to or group of employees of CenturyLink or any CenturyLink Subsidiary 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 threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of bound by any collective bargaining agreement or other labor union Contract applicable to any employees agreement with, and no employee of CenturyLink Isla or any of its Subsidiaries is represented by, any labor union, works council or similar representative of employees, (ii) there is no pending or, to the CenturyLink knowledge of Isla, threatened union representation petition involving employees of Isla or any of its Subsidiaries, except for and (iii) Isla does not have knowledge of any breachesactivity or Proceeding of any labor organization (or representative thereof) or employee group (or representative thereof) to organize any such employees since the Applicable Date. (b) There is, failures and since the Applicable Date there has been, no strike, labor dispute, slowdown, work stoppage or lockout or other labor disturbance pending, or, to comply the knowledge of Isla, threatened, against or disputes thatinvolving Isla or any of its Subsidiaries. (c) Except as has not had, and would not be reasonably expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink an Isla Material Adverse Effect. There , Isla and its Subsidiaries are, and since January 1, 2019 have been, in compliance with all applicable Laws respecting labor, employment and employment practices (including all such Laws regarding wages and hours, classification of employees and contractors, anti-discrimination, anti-retaliation, recordkeeping, employee leave, Tax withholding and reporting, immigration and employee safety), and there are no written grievances or written complaints outstanding material Proceedings pending or, to the Knowledge knowledge of CenturyLinkIsla, threatened that against Isla or any of its Subsidiaries, by or on behalf of any applicant for employment, any current or former employee or any class of the foregoing, relating to any of the foregoing applicable Laws, including any such Proceedings alleging breach of any express or implied contract of employment, wrongful termination of employment, failure to pay required wages, failure to satisfy employment-related leave or recordkeeping requirements, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship. Since January 1, 2019, neither Isla nor any of its Subsidiaries has received any written notice of the intent of the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct any investigation with respect to Isla or any of its Subsidiaries, in each case, which investigation would be reasonably expected to have, individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink an Isla Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit Plan.

Labor Matters. As of the date of this Agreement, Section 3.19 of the CenturyLink Disclosure Letter sets forth (a) The Company has provided Parent with a true and complete list of identifying all collective bargaining or other labor union contracts applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, Group Company as of the date hereof (collectively, the “Company Employees”) and specifying with respect to each such employee, as of this Agreementsuch date, no labor organization the employee’s: (i) name; (ii) job title; (iii) employing entity; (iv) date of hire (and service date, if different); (v) base salary or group regular hourly wage rate, as applicable; (vi) target bonus amount, if such employee is eligible for a bonus; (vii) classification as full-time or part-time; and (viii) classification as exempt or non-exempt under the Fair Labor Standards Act. Schedule 3.15(a) of employees the Company Disclosure Schedule sets forth a true, complete and accurate list of CenturyLink each individual consultant and individual independent contractor who is directly engaged by any Group Company and provides services to, or since January 1, 2020 provided services to, any CenturyLink Subsidiary Group Company and, if such Person is eligible for a bonus, the target amount of such bonus. The Company has made available to Parent true and complete copies of all agreements for the provision of staffing services or temporary workers, to which any Group Company is a pending demand for recognition or certificationparty. (b) Since January 1, 2020, there have been no and there are is no representation pending or, to the knowledge of the Company, threatened labor dispute, strike or certification proceedings lockout, concerted walkout or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievancesstoppage against, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply employee organizing activity with any provision of any collective bargaining agreement or other labor union Contract applicable respect to any employees of CenturyLink or any of the CenturyLink SubsidiariesGroup Companies, except for any breacheswhere such dispute, failures to comply strike or disputes thatlockout, individually walkout or in the aggregate, have work stoppage has not had and or would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are No Group Company is party to or bound by any collective bargaining agreement or other labor agreement with any union, works council, or other labor organization, and no written grievances Company Employee is represented by a union, works council, or written complaints outstanding orother labor organization with respect to employment with a Group Company. (c) Except for matters that have not been or would not reasonably be expected to be, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, material to the Group Companies, taken as a whole, each of the Group Companies is, and at all times since January 1, 2020 has had been, in compliance with all applicable Laws related to employment or employment practices, including all such Laws relating to collective bargaining, discrimination, civil rights, employee classification, payment of wages and overtime and provision of employee benefits and employee leave and immigration. All individuals characterized and treated by the Group Companies as independent contractors or consultants are, and at all times since January 1, 2020 have been, properly treated as independent contractors under all applicable Laws. To the knowledge of the Company, since January 1, 2020, (i) no allegations of sexual harassment have been made against any current or former member of the management team of any Group Company, and (ii) no Group Company has entered into any settlement agreements related to allegations of sexual harassment or sexual misconduct by any current or former member of the management team of any Group Company. Except as set forth on Schedule 3.15(c) of the Company Disclosure Schedule, there is no Action pending against (or to the Company’s knowledge, threatened against or naming as a party thereto) any Group Company nor, to the knowledge of the Company, is there any audit, inquiry or investigation of a Governmental Entity pending or threatened against any Group Company, in each case with respect to current or former employees, applicants, or service providers to any Group Company that would reasonably be expected to have be material to the Group Companies, taken as a CenturyLink Material Adverse Effectwhole. CenturyLink There has made available not been any failure by any of the Group Companies to Qwest true comply with (y) the Fair Labor Standards Act or applicable state and complete copies of all collective bargaining agreements local wage and other labor union contracts hour or tax Laws or (including all amendments theretoz) applicable Laws pertaining to the classification of employees and independent contractors, including any failure to properly classify individuals and consultants as employees of CenturyLink under the Fair Labor Standards Act or applicable state and local wage and hour or tax Laws that would reasonably be expected to be material to the Group Companies, taken as a whole. (d) Notwithstanding any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth other provision in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or to the implementation of any layoffcontrary, redundancythe representations and warranties in this Section 3.15, 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 CenturyLink Benefit Planand Section 3.12 are the sole and exclusive representations and warranties with respect to the labor and employment matters.

Labor Matters. As of (a) Seller has made available to the date of this Agreement, Section 3.19 of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, Purchaser Parties as of the date hereof a list of this AgreementCurrent Employees that sets forth, no with respect to each individual listed, the following information: (i) name; (ii) title or position; (iii) date of commencement of service; (iv) whether full-time or part-time and whether exempt or non-exempt; (v) base wages or salaries as of the date hereof, and if applicable, bonus or incentive pay for the twelve (12) month period ended December 31, 2010; and (vi) if absent from active employment, the date such absence commenced, the reason for such absence and, if known, the anticipated date of return to active status or service. (b) Neither Acquired Company is a party to, or bound by, any agreement with respect to the Current Employees with any labor organization or group of employees of CenturyLink union or any CenturyLink Subsidiary other employee organization, group or association organized for purposes of collective bargaining. Since December 31, 2008, neither Acquired Company has made a pending demand for recognition been subject to any labor strikes, lockouts, organized work slowdowns or certificationorganized work stoppages, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed, filed with the National Labor Relations Board or by any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to organize any employees of CenturyLink or any of Current Employee. Throughout the CenturyLink Subsidiariesperiod that the Acquired Companies have been owned by Seller, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, neither Acquired Company has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink any employees. (c) Seller has made available as of the date hereof to Qwest true the Purchaser Parties the job titles of any former employee of Seller located at 0000 Xxxxxxx Xxxxxxx, Xxx Xxxxxx, Xxxx 00000 who has suffered an “employment loss” (as defined by the Worker Adjustment and complete copies of all collective bargaining agreements and other labor union contracts Retraining Notification Act (including all amendments thereto“WARN Laws”) applicable to any employees of CenturyLink or any CenturyLink Subsidiary similar applicable Law) within the ninety (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a90) as of days preceding the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the implementation and copies 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 CenturyLink Benefit Plannotifications sent to applicable parties under WARN Laws.

Labor Matters. As Except as set forth on the Labor Matters Schedule, since June 30, 2018, no member of the date of this AgreementCompany Group is a party to any collective bargaining agreement with any Labor Union relating to Company Employees. There are no strikes, Section 3.19 work stoppages, or slowdowns pending or, to the Knowledge of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable to Seller, threatened against any employees of CenturyLink or any member of the CenturyLink SubsidiariesCompany Group, and no such strikes, work stoppages, or slowdowns have occurred within since June 30, 2018. To the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary 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 threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLinkSeller, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending ongoing or threatened against or involving CenturyLink or union organizing activities with respect to employees of any CenturyLink Subsidiary. None of CenturyLink or any member of the CenturyLink Subsidiaries has breached Company Group and no such activities have occurred since June 30, 2018. There are no unfair labor practice charges, grievances or otherwise failed arbitrations pending or, to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any the Knowledge of the CenturyLink SubsidiariesSeller, except for threatened against any breaches, failures to comply or disputes thatmember of the Company Group that would reasonably be expected to, individually or in the aggregate, have not had be material to the Company Group. Each member of the Company Group is currently and since June 30, 2018 has been in compliance in all respects with all applicable labor and employment Laws, including provisions thereof relating to wages and hours, the use and classification of non-employee contractors and consultants, equal employment opportunity, labor relations, leaves of absence, workplace safety and health, COVID-19, workers’ compensation, mass layoffs and plant closings and immigration, except where such non-compliance would not reasonably be expected to, individually or in the aggregate, be material to have a CenturyLink Material Adverse Effectthe Company Group. There are Since June 30, 2018, (a) there has been no written grievances action, complaint, charge, inquiry, audit, arbitration, proceeding or written complaints outstanding investigation relating to or arising from any member of the Company Group’s labor or employment policies or practices, pending or, to the Knowledge of CenturyLinkthe Company, threatened that which, if adversely decided, would reasonably be expected, individually or in the aggregate, to be material to the Company Group; (b) no member of the Company Group has had been a party to, or would reasonably be expected otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to have a CenturyLink Material Adverse Effectemployees or employment practices; (c) no member of the Company Group has implemented any “mass layoff” or “plant closing” (as defined under the WARN Act) without complying in all material respects with the notice requirements of the WARN Act, and no group layoffs or group separation program has been announced or planned for the future; and (d) no employee of any member of the Company Group at the level of vice president or above has been the subject of an allegation of sexual harassment or assault, nor, to the Knowledge of the Company, has any employee at the level of vice president or above engaged in such conduct. CenturyLink has made available to Qwest true and complete copies The consent or consultation of, or the rendering of all collective bargaining agreements and other labor union contracts (including all amendments thereto) formal advice by, any Labor Union is not required by applicable to any employees of CenturyLink Law or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body agreement for Seller 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 Company Group to enter into this Agreement or to consummate any of 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 CenturyLink Benefit Plantransactions contemplated hereby.

Labor Matters. As of Except as set forth in Schedule 4(aa), (i) the date of this Agreement, Section 3.19 of the CenturyLink Disclosure Letter sets forth Company is not a true and complete list of all party to any collective bargaining agreement or other labor union contracts contract applicable to any employees persons employed by the Company and currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of CenturyLink a collective bargaining unit which could affect the Company; (ii) there are no controversies, strikes, slowdowns or work stoppages pending or, to the Seller's Knowledge, Threatened between the Company and any of their employees, and. the CenturyLink Subsidiaries. To Company has not experienced any such controversy, strike, slowdown or work stoppage within the Knowledge past three (3) years; (iii) neither the Company has not breached or otherwise failed to comply with the provisions of CenturyLink, as of the date of this Agreement, no labor organization any collective bargaining or group of employees of CenturyLink or any CenturyLink Subsidiary has made a pending demand for recognition or certification, union contract and there are no representation grievances outstanding against the Company under any such agreement or certification proceedings or petitions seeking contract which could have a representation proceeding presently Material Adverse Effect; (iv) there are no unfair labor practice complaints pending or threatened to be brought or filed, with against the Company before the National Labor Relations Board or any other labor relations tribunal Governmental Body or authority. To any current union representation questions involving employees of the Knowledge Company which could have a Material Adverse Effect; (v) the Company is currently in compliance with all applicable Laws relating to the employment of CenturyLinklabor, there are no organizing activitiesincluding those related to wages, strikeshours, work stoppagescollective bargaining except where the failure to comply would not have a Material Adverse Effect and the payment and withholding of taxes and other sums as required by the appropriate Governmental Body and has withheld and paid to the appropriate Governmental Body or is holding for payment not yet due to such Governmental Body all amounts required to be withheld from employees of the Company and is not liable for any arrears of wages, slowdownstaxes, lockouts, material arbitrations or material grievances, penalties or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed sums for failure to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiariesforegoing; (vi) the Company has paid in full to all its employees or adequately accrued for in accordance with GAAP all wages, except for any breachessalaries, failures commissions, bonuses, benefits and other compensation due to comply or disputes thaton behalf of such employees; (vii) there is no claim with respect to payment of wages, individually salary or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances overtime pay that has been asserted or written complaints outstanding is now pending or, to the Knowledge of CenturyLinkSeller's Knowledge, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable Threatened before any Governmental Body with respect to any employees of CenturyLink Persons currently or any CenturyLink Subsidiary formerly employed by the Company; (viii) the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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, Company is not a party to, or not tootherwise bound by, modifyany consent decree with, change or terminate citation by, any CenturyLink Benefit PlanGovernmental Body relating to employees or employment practices; (ix) there is no charge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted or is now pending or, to the Seller's Knowledge, Threatened with respect to the Company; and (x) 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 the United States Equal Employment Opportunity Commission, or any other Governmental Body in any jurisdiction in which the Company has employed or currently employs any Person.

Labor Matters. (a) As of the date of this Agreement, Section 3.19 4.19 of the CenturyLink BMHC Disclosure Letter sets forth a true and complete list of all collective bargaining or other Contracts with any labor union contracts organization applicable to any employees of CenturyLink BMHC or any of the CenturyLink BMHC Subsidiaries. To the Knowledge of CenturyLink, as of the date of this AgreementBMHC, no labor organization organization, employee representative or group of employees of CenturyLink BMHC or any CenturyLink BMHC Subsidiary has made a pending demand for recognition or certificationcertification or engaged in any union organizing or decertification activities since January 1, 2012, 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 authorityGovernmental Entity. To the Knowledge of CenturyLinkBMHC, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, lockouts or other material labor disputes pending or threatened against or involving CenturyLink BMHC or any CenturyLink BMHC Subsidiary, and no such material disputes have occurred since January 1, 2012. None of CenturyLink BMHC or any of the CenturyLink BMHC Subsidiaries has breached or otherwise failed to comply in any material respect with any provision of any collective bargaining agreement or other Contract with any labor union Contract organization applicable to any employees of CenturyLink BMHC or any of the CenturyLink BMHC Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances material grievances, arbitrations, charges or written complaints outstanding or, to the Knowledge of CenturyLinkBMHC, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effectthreatened. CenturyLink BMHC has made available to Qwest SBS true and complete copies of all collective bargaining agreements and other Contracts with any labor union contracts organization (including all amendments thereto) applicable to any employees of CenturyLink BMHC or any CenturyLink Subsidiary BMHC Subsidiary, including any expired collective bargaining agreements whose terms remain in force, in whole or in part, with respect to such employees (the “CenturyLink BMHC CBAs”). Except as otherwise set forth in the CenturyLink BMHC CBAs, neither CenturyLink BMHC nor any CenturyLink BMHC Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement arrangement, understanding or understandingContract, whether written or oral, with any union, trade union, works council labor organization 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) ). Since January 1, 2012, neither BMHC nor any BMHC Subsidiary has implemented any facility closing or layoff of employees requiring notice under the WARN Act. (b) BMHC and the BMHC Subsidiaries are and since January 1, 2012, have been in compliance in all material respects with all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. To the Knowledge of BMHC, all employees of BMHC and the BMHC Subsidiaries are properly classified under the Fair Labor Standards Act and state and local wage and hour Laws in all material respects. There are no material Proceedings against BMHC or the BMHC Subsidiaries or, to the Knowledge of BMHC, threatened to be brought or filed, by or with any Governmental Entity in connection with the employment of any current or former applicant, employee, consultant or independent contractor of BMHC or any BMHC Subsidiary including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Laws. Since January 1, 2012, neither BMHC nor any BMHC Subsidiary has been the subject of any express commitmentaudit, whether legally enforceable investigation or not, to, or not to, modify, change or terminate enforcement action by any CenturyLink Benefit PlanGovernmental Entity with respect to compliance with immigration Laws.

Labor Matters. (a) Except as set forth in Section 4.23 of the Disclosure Schedule: (i) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or to the knowledge of the Company, threatened against or affecting the Company or any Subsidiary thereto and during the last three (3) years there has not been any such action; (ii) to the knowledge of the Company, no union claims to represent the employees of the Company or any Subsidiary thereto; (iii) neither the Company nor any Subsidiary thereto is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any Subsidiary thereto; (iv) none of the employees of the Company or any Subsidiary thereto are represented by any labor organization and the Company has no knowledge of any current union organizing activities among the employees of the Company or any Subsidiary thereto, nor does any question concerning representation exist concerning such employees; (v) there are no written personnel policies, rules or procedures applicable to employees of the Company other than those set forth in Section 4.23 of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; (vi) the Company and any Subsidiary thereto are, and have at all times been, in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work, immigration, equal employment opportunity, and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable law, ordinance or regulation; (vii) the Company has not received written notice of any pending or threatened unfair labor practice charge or complaint against the Company or any Subsidiary thereto before the National Labor Relations Board or any similar state agency; (viii) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to the Company or any Subsidiary thereto; (ix) the Company has not received written notice of any charges with respect to or relating to the Company or any Subsidiary thereto are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (x) the Company has not received written or other notice of the intent of any federal, state, or local agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any Subsidiary thereto and no such investigation is in progress; and (xi) there are no complaints, controversies, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened to be brought by any applicant for employment of current or former employees, or classes of the foregoing, alleging breach of any express or implied contract for employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. Except as set forth in Section 4.23 of the Disclosure Schedule, there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 4.23(vii) hereof) or other agreements (other than any agreements set forth in Section 4.9 of the Disclosure Schedule) with any employees of the Company or any Subsidiary thereto. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement and the Option Agreement will not result in a breach or other violation of any collective bargaining agreement or any other employment contract or agreement to which the Company or any Subsidiary thereto is a party. (b) Since the enactment of Worker Adjustment and Retraining Notification Act of 1988 (the "WARN ACT"), neither the Company nor any Subsidiary thereto has effectuated (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 the Company or any Subsidiary thereto, or (ii) a "MASS LAYOFF" (as defined in the WARN Act) affecting any site of employment or facility of the Company or any Subsidiary thereto; nor has the Company or any Subsidiary thereto 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. Except as set forth in Section 4.23 of the Disclosure Schedule, none of the employees of the Company or any Subsidiary thereto has suffered an "EMPLOYMENT LOSS" (as defined in the WARN Act) during the ninety day period prior to the execution of this Agreement. (c) Each of the individuals identified in Section 7.2(e) of the Disclosure Schedule, has executed an Employee Confidentiality Agreement, in substantially the form attached to Section 4.23(c) of the Disclosure Schedule. As of the date of this Agreement, the individuals identified in Section 3.19 7.2(e) of the CenturyLink Disclosure Letter sets forth a true and complete list of Schedule constitute all collective bargaining or other labor union contracts applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries. To individuals who are engaged in the Knowledge development of CenturyLink, as software for or on behalf of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary 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 threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit PlanCompany.

Labor Matters. As (a) Since June 1, 2014, (i) neither the Company nor any of its Subsidiaries or its Affiliates that employ Business Employees is or has been a party or has any material Liability with respect to any collective bargaining agreement, labor union contract, trade union agreement, or any other labor-related agreements with any labor union, labor organization or works council (each a “Collective Bargaining Agreement”), (ii) no Business Employees are or have been represented by any labor union, labor organization or works council in connection with their employment with the Company or any Subsidiary or Affiliate of the date Company, (iii) to the Company’s Knowledge, there currently are no, and there have not been any, activities or proceedings of this Agreementany labor or trade union to organize any Business Employees, Section 3.19 of (iv) no Collective Bargaining Agreement is being or has been negotiated by the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink Company or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLinkits Subsidiaries or its Affiliates that employ Business Employees, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary has made a pending demand for recognition or certificationand (v) there currently is no, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filedhas not been any, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLinkpicketing, there are no organizing activitiesstrike, strikeslockout, work stoppages, slowdowns, lockouts, material arbitrations or material grievancesslowdown, or other material labor disputes pending or threatened work stoppage against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink the Company or any of its Subsidiaries or its Affiliates that employ Business Employees pending or, to the CenturyLink Company’s Knowledge, threatened that may materially interfere with the Business. (b) Except as set forth in Section 2.9(b) of the Company Disclosure Schedule, the Company and its Subsidiaries has breached and its Affiliates that employ Business Employees are in compliance with applicable Laws or otherwise failed Orders with respect to hiring, employment, and termination of employment related to the Business (including but not limited to applicable Laws regarding wage and hour requirements, tips, correct classification of independent contractors and of employees as exempt and non-exempt, unfair labor practices, work authorization status, immigration, discrimination in employment, harassment, retaliation and reasonable accommodation, leaves of absence, terms and conditions of employment, employee health and safety, collective bargaining and the Worker Adjustment and Retraining Notification Act (“WARN”) and any similar state or local “mass layoff” or “plant closing” law), except where the failure to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have is not had and would not reasonably be expected to have be material to the Company and its Subsidiaries, taken as a CenturyLink Material Adverse Effectwhole, or the Business. There are has been no written grievances “mass layoff” or written complaints outstanding “plant closing” (as defined by WARN) with respect to the Business since June 1, 2014. Except as is not, and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or the Business, (i) there is no complaint, charge, claim, demand letter or Proceeding based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment or failure to employ by the Company or any of its Subsidiaries or its Affiliates that employ Business Employees, of any individual now pending or, to the Knowledge of CenturyLinkCompany’s Knowledge, threatened that individually or in against the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink Company or any CenturyLink Subsidiary of its Subsidiaries or its Affiliates that employ Business Employees, before any Governmental Entity or regulatory authority that relates to the Business, and (ii) there is no complaint, charge, claim or Proceeding before any Governmental Entity or regulatory authority with respect to a violation of any occupational safety or health standards that is now pending or, to the “CenturyLink CBAs”). Company’s Knowledge, threatened against the Company or any of its Subsidiaries or its Affiliates that employ Business Employees that relates to the Business. (c) Except as otherwise set forth in Section 2.9(c) of the CenturyLink CBAsCompany Disclosure Schedule, neither CenturyLink the Company nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into its Subsidiaries or its Affiliates that employ Business Employees is liable for any agreement, arrangement payment to any trust or understanding, whether written other fund or oralto any Governmental Entity, with any unionrespect to unemployment compensation benefits, trade union, works council social security or other employee representative body or any material number or category benefits for Business Employees (other than routine payments to be made in the Ordinary Course 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 CenturyLink Benefit PlanBusiness).

Labor Matters. As of the date of this Agreement, Section 3.19 of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining (a) Except as has not had or other labor union contracts applicable would not reasonably be expected to any employees of CenturyLink or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary 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 threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes thathave, individually or in the aggregate, a Parent Material Adverse Effect, Parent and its Subsidiaries are, and since January 1, 2018 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) Since January 1, 2018, (i) no allegations of sexual harassment or other sexual misconduct have been made against any officer of Parent or its Subsidiaries who manages or supervises or, at any time, managed or supervised two (2) or more employees, and (ii) there are no Proceedings pending or, to the knowledge of Parent, threatened related to any allegations of sexual harassment or other sexual misconduct by any officer of Parent or its Subsidiaries. Since January 1, 2018, neither Parent nor any of its Affiliates have entered into any settlement agreements related to allegations of sexual harassment or other sexual misconduct by any officer of Parent or its Subsidiaries who manages or supervises or, at any time, managed or supervised two (2) or more employees. (c) Except as otherwise set forth on Section ‎5.15(a)(xiii) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries is, or since January 1, 2018 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 knowledge of Parent there are no threatened, organizational campaigns, card solicitations, petition or other unionization activity seeking recognition of a collective bargaining unit relating to any Parent Service Provider. Except as has not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding orhave, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Parent Material Adverse Effect. CenturyLink has made available , there are no unfair labor practice complaints pending or, to Qwest true and complete copies the knowledge of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink Parent, threatened against Parent or any CenturyLink Subsidiary (of its Subsidiaries before the “CenturyLink CBAs”)National Labor Relations Board or any other Governmental Authority or any current union representation questions involving any Parent Service Provider with respect to Parent or its Subsidiaries. Except as otherwise set forth in There is no labor strike, slowdown, stoppage, picketing, interruption of work or lockout pending or, to the CenturyLink CBAsknowledge of Parent, neither CenturyLink nor threatened against or affecting Parent or any CenturyLink Subsidiary (a) as of its Subsidiaries. The consent or consultation of, or the date rendering of this Agreementformal advice by, has entered into any agreement, arrangement labor or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by is not required for Parent to enter into this Agreement or to consummate any of the implementation Transactions. (d) Parent and each of its Subsidiaries is, and has been since January 1, 2018, in material compliance with WARN and has no material liabilities or other obligations thereunder. Neither Parent nor any layoff, redundancy, severance or similar program within of its or their respective workforces (Subsidiaries has taken any action that would reasonably be expected to cause the Surviving Corporation or any part of them) its Affiliates or (b) has the Surviving Corporation or its Affiliates to have any express commitment, whether legally enforceable material liability or not, to, or not to, modify, change or terminate any CenturyLink Benefit Planother obligation following the Closing Date under WARN.

Labor Matters. As (a) No Seller Party is party to, or bound by, any collective bargaining agreements, neutrality agreements, labor peace agreements, project labor agreements, and/or any other agreements with labor unions (each a “Union Agreement”). There are no ongoing or threatened activities or proceedings of any labor union or employees to organize any Company Employees and no such activities or proceedings have occurred within the past three years. Except as set forth on Schedule 7.17(a), there are no ongoing and, during the last three (3) years, have not been any actual or, to Sellers’ Knowledge, threatened strikes, work stoppages, walkouts, pickets, lockouts or other material labor disputes against or involving the Company, or any Company Employees. (b) (i) The Company and its Subsidiaries have paid all wages, salaries, wage premiums, commissions, bonuses, expense reimbursements, fees, severance, vacation, and other compensation that has come due and payable to its employees, independent contractors and other service providers in accordance with applicable Laws, Contracts, or applicable company policy; and (ii) each individual who has provided services to the Company or its Subsidiaries and who was classified and treated by the Company or its Subsidiaries as an independent contractor, leased employee, or other non-employee was properly so classified and treated. None of the current or former Company Employees is (i) in breach of any noncompetition, nondisclosure, confidentiality, nonsolicitation or similar Contract between such Company Employee and the Company or any of its Subsidiaries, or (ii) is party to or bound by any noncompetition, nondisclosure, confidentiality, nonsolicitation or similar Contract that could materially restrict such Company Employee in the performance of his or her employment duties for the Company or its Subsidiaries. No complaint against the Company or any of its Subsidiaries is currently pending or, to Sellers’ Knowledge, threatened before the National Labor Relations Board, the Equal Employment Opportunity Commission, or before any other federal, state or local employment agency, or before any analogous entity in any country. The Company and its Subsidiaries are in compliance with applicable Laws governing the terms and conditions of employment. (c) The Company and its Subsidiaries have not implemented any employee layoffs that required notice under WARN, and no such actions are currently contemplated, planned or announced. Schedule 7.17(c) lists all Company Employees whose employment was terminated in the 90-days immediately preceding the date of this Agreement. (d) Schedule 7.17(d) sets forth an accurate and complete list of directors, Section 3.19 officers, Company Employees and independent contractors (except for independent contractors who receive payments from the Company or any of its Subsidiaries for services rendered in an amount less than $50,000 in any year) who perform services for the Company or any of its Subsidiaries and for each such Person includes a complete and accurate summary description of: (i) the current rate of compensation payable to such Person (including the date of the CenturyLink Disclosure Letter most recent increase thereof), (ii) whether such Person is an active employee or contractor or on leave, (iii) whether such Person is employed or engaged on a full-time or part-time basis, (iv) any severance pay, lump sum or other payment, compensation or other remuneration that such Person is or would be eligible to receive upon termination of employment or service or as a result of any of the Transactions contemplated by this Agreement and (v) a description of any order or decree to which any such employee or contractor is subject that does or could impact the Business. Schedule 7.17(d) also sets forth a true an accurate and complete list of all collective bargaining or other labor union contracts applicable former directors, officers, employees and independent contractors to any employees of CenturyLink whom the Company or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLinkits Subsidiaries is currently obligated to pay any severance, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary 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 threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, compensation or other material labor disputes pending remuneration or threatened against or involving CenturyLink or any CenturyLink Subsidiarybenefit. None of CenturyLink the Company or any of the CenturyLink its Subsidiaries has breached any oral or otherwise failed to comply with any provision of any collective bargaining agreement written severance policy or other labor union Contract applicable severance obligation. (e) Schedule 7.17(e) is an accurate and complete list of all current and prior, to any the extent currently binding, manuals, brochures, policies, procedures or similar documents of the Company and its Subsidiaries regarding compensation, benefits, perquisites, hiring, evaluation, supervision, training, termination and promotion of employees, office administration and personnel matters and all communications to employees concerning such matters. (f) There are no employees of CenturyLink or contractors or consultants to the Company or any of its Subsidiaries located outside the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit PlanUnited States.

Labor Matters. As Except as set forth in Section 4.11 of the date of this AgreementCompany Disclosure Schedule, Section 3.19 of (a) the CenturyLink Disclosure Letter sets forth Company is not a true and complete list of all party to any collective bargaining agreement or other labor union contracts contract applicable to any employees persons employed by the Company and currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of CenturyLink a collective bargaining unit which could affect the Company; (b) there are no controversies, strikes, slowdowns or work stoppages pending or, to the knowledge of the Company and the Stockholders after reasonable investigation, threatened between the Company and any of its employees, and the CenturyLink Subsidiaries. To Company has not experienced any such controversy, strike, slowdown or work stoppage within the Knowledge past three years; (c) the Company has not breached or otherwise failed to comply with the provisions of CenturyLink, as of the date of this Agreement, no labor organization any collective bargaining or group of employees of CenturyLink or any CenturyLink Subsidiary has made a pending demand for recognition or certification, union contract and there are no representation grievances outstanding against the Company under any such agreement or certification proceedings or petitions seeking contract which constitutes a representation proceeding presently Company Material Adverse Effect; (d) there are no unfair labor practice complaints pending or threatened to be brought or filed, with against the Company before the National Labor Relations Board or any other labor relations tribunal Governmental Authority or authority. To any current union representation questions involving employees of the Knowledge Company which constitutes a Company Material Adverse Effect; (e) the Company is currently in compliance with all applicable Laws relating to the employment of CenturyLinklabor, there are no organizing activitiesincluding those related to wages, strikeshours, work stoppagescollective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority, slowdownsexcept where such noncompliance would not have a Company Material Adverse Effect, lockoutsand has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Company and is not liable for any arrears of wages, material arbitrations or material grievancestaxes, penalties or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed sums for failure to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiariesforegoing, except for any breaches, failures to comply where such failure or disputes that, individually or in the aggregate, have not had and noncompliance would not reasonably be expected to have a CenturyLink Company Material Adverse Effect. There are ; (f) the Company has paid in full to all its employees or adequately accrued for in accordance with U.S. GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; (g) there is no written grievances claim with respect to payment of wages, salary or written complaints outstanding overtime pay that has been asserted or is now pending or, to the Knowledge knowledge of CenturyLinkthe Company and the Stockholders after reasonable investigation, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable before any Governmental Authority with respect to any employees of CenturyLink Persons currently or any CenturyLink Subsidiary formerly employed by the Company; (h) the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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, Company is not a party to, or not tootherwise bound by, modifyany consent decree with, change or terminate citation by, any CenturyLink Benefit PlanGovernmental Authority relating to employees or employment practices; (i) there is no charge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted or is now pending or, to the knowledge of the Company and the Stockholders after reasonable investigation, threatened with respect to the Company; and (j) there is no charge of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or, to the knowledge of the Company and the Stockholders after reasonable investigation, threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which the Company has employed or currently employs any Person.

Labor Matters. As (a) Except as described in Section 2.21 of the date of this AgreementCSI Disclosure Statement: (i) since December 31, Section 3.19 of the CenturyLink Disclosure Letter sets forth 1990, no Acquired Company has been or is a true and complete list of all party to any collective bargaining or other labor union contracts applicable to any employees agreement, contract or commitment; (ii) no application or petition for certification of CenturyLink or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary 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 threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding agent is pending or, to the Knowledge Acquired Companies' knowledge, is threatened, and none of CenturyLinkthe employees of any Acquired Company is, or since December 31, 1990 has been, represented by any union or other bargaining representative; (iii) since December 31, 1990, no union has attempted to organize any group of any Acquired Company's employees, and no such group has sought to organize into a union or similar organization for the purpose of collective bargaining, and, to the Acquired Companies' knowledge, no such organizational activity is threatened that individually or contemplated by any Person; (iv) there has not been, there is not presently pending or existing and, to the Acquired Companies' knowledge, there is not threatened any strike, slowdown, picketing, work stoppage, grievance, labor arbitration, or proceeding in the aggregaterespect of or arising from any labor dispute against or affecting any Acquired Company or its premises; (v) since December 31, 1990, there has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies been no lockout of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees by any Acquired Company, and no such action is contemplated by any Acquired Company; and (vi) no agreement restricts any Acquired Company from relocating, closing or terminating any of CenturyLink its operations or facilities or any CenturyLink Subsidiary (the “CenturyLink CBAs”)portion thereof. Except as otherwise set forth described in Section 2.21 of the CSI Disclosure Statement, no Acquired Company: has incurred liability under the Workers' Adjustment and Retraining Notification Act or any other federal, state, local or foreign "plant closing" or similar law; is a contractor or subcontractor with the government of the United States or any state, municipality or foreign jurisdiction such that it has an obligation to maintain any affirmative action plan; has failed at any material time in the CenturyLink CBAspast to be in compliance with the United States Fair Labor Standards Act and similar federal, neither CenturyLink nor any CenturyLink Subsidiary (a) as state, local and foreign laws with respect to hours worked by and payments made to its employees; and, to the knowledge of the date of this AgreementAcquired Companies, has entered into been cited for violations of the Occupational Safety and Health Act of 1970, as amended ("OSHA"), any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body regulation promulgated pursuant to OSHA or any material number other federal, state, local or category foreign statute, ordinance, rule or regulation establishing standards of its employees which would prevent, restrict workplace safety or materially impede the consummation of the Merger paid any fines 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 penalties with respect to such citation. (b) has Section 2.21(b) of the CSI Disclosure Statement sets forth the following information for each director, officer and salaried management employee of each Acquired Company and for each consultant and independent contractor regularly retained (including each such Person on leave or layoff status): employee name and job title; current annual rate of compensation (identifying bonuses separately), any express commitmentchange in compensation since December 31, whether legally enforceable 1994 and any future changes in compensation that may have been promised; vacation accrued and service credited for purposes of vesting and eligibility to participate in applicable Employee Benefit Plans; and any automobile leased or notowned by an Acquired Company primarily for use by any of the foregoing Persons. Section 2.21(b) of the CSI Disclosure Statement describes each employment, toseverance, change of control, consulting, commission, agency and representative agreement, obligation (statutory or otherwise) or arrangement to which any Acquired Company is a party or is otherwise bound, including, without limitation, all agreements and commitments relating to wages, hours, severance, retirement benefits or annuities, or not toother terms or conditions of employment (other than unwritten employment arrangements terminable at will without payment of any contractual severance or other amount). None of the employees of any Acquired Company has, modifyto the knowledge of the Acquired Companies, change indicated a desire to terminate his or terminate her employment, or any CenturyLink Benefit Planintention to do so in connection with the transactions contemplated hereunder.

Labor Matters. As (a) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, 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, 34 #92864921v30 (b) Neither the Company nor any of the date of this 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, Section 3.19 and there have not been any, and to the Company’s knowledge there are no threatened, organizational campaigns or other unionization activity seeking recognition of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable unit relating to any employees of CenturyLink current or former employee. Except as has not had and would not reasonably be expected to 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 the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary 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 threatened to be brought or filed, with its Subsidiaries before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving any current or former employee with respect to the Company or its Subsidiaries. There is no labor relations tribunal strike, slowdown, stoppage, picketing, interruption of work or authority. To lockout pending or, to the Knowledge of CenturyLinkCompany’s knowledge, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink affecting the Company or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink its Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, such actions and events that have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding orhave, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Company Material Adverse Effect. CenturyLink . (c) The Company and each of its Subsidiaries is, and has made available to Qwest true been since January 1, 2017, in material compliance with the Worker Adjustment and complete copies of all collective bargaining agreements Retraining Notification Act and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council no current material liabilities 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 CenturyLink Benefit Planobligations thereunder.

Labor Matters. As 3.19.1. There is no work slowdown, lockout, stoppage, picketing or strike pending, or to the Company’s Knowledge, threatened between any Acquired Company, on the one hand, and its Service Providers, on the other hand, and for all periods (i) prior to the Prior Acquisition Date, to the Company’s Knowledge, and (ii) since and including the Prior Acquisition Date, there has been no such event. Each of the date Acquired Companies is and for all periods (i) prior to the Prior Acquisition Date, to the Company’s Knowledge, and (ii) since and including the Prior Acquisition Date, has been in material compliance with all applicable Legal Requirements respecting employment and employment practices. No Service Provider of this Agreementan Acquired Company is represented by a labor union, Section 3.19 of the CenturyLink Disclosure Letter sets forth a true and complete list of all no Acquired Company is party to, or otherwise subject to, any collective bargaining agreement, or other similar labor union contracts applicable contract. To the Company’s Knowledge there is no organizational activity being made or threatened by or on behalf of any labor union with respect to any employees Service Provider of CenturyLink or any of the CenturyLink SubsidiariesAcquired Companies. To Except as set forth on Schedule 3.19.1 (a), since (x) the Knowledge of CenturyLinkPrior Acquisition Date and, as of (y) to the date of this AgreementCompany’s Knowledge, prior to the Prior Acquisition Date there has been no (A) unfair labor organization practice, charge, complaint, dispute or group of employees of CenturyLink or any CenturyLink Subsidiary has made a arbitration proceeding 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 other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLinkCompany’s Knowledge, threatened against the Acquired Companies before any Governmental Authority or (B) actual or, to the Company’s Knowledge, threatened, Actions or consent decrees relating to or arising out of employment Laws, terms and conditions of employment or wages and hours pertaining to Service Providers or employment practices affecting Service Providers, in each case, other than any matter that individually has been settled, closed or otherwise resolved in the aggregate, has had or would reasonably be expected to have such a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts manner that (including all amendments theretoa) applicable there was no material liability to any employees of CenturyLink or the Acquired Companies, (b) there is no reasonable possibility of material future liability to any CenturyLink Subsidiary of the Acquired Companies and (c) there is no material future obligation of any of the “CenturyLink CBAs”)Acquired Companies with respect to such matter. Except as otherwise set forth in the CenturyLink CBAsSchedule 3.19.1(b), neither CenturyLink nor any CenturyLink Subsidiary (a) as none of the date Service Providers of this Agreement, has entered into the Acquired Companies is party to an employment agreement or other Contract that cannot be terminated on thirty (30) or fewer days’ notice without liability to any agreement, arrangement or understanding, whether of the Acquired Companies. None of the Acquired Companies is in material breach of any written or oral, agreement with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit PlanService Provider.

Labor Matters. As of (a) (i) Neither the date of this AgreementCompany nor the Company Subsidiaries is a party to, Section 3.19 of the CenturyLink Disclosure Letter sets forth a true and complete list of all negotiating, required to negotiate, or bound by any collective bargaining agreement, or any other labor-related agreements or arrangements with any labor union, labor organization or works council, (ii) no labor union contracts applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLinkorganization, as of the date of this Agreement, no labor organization works council or group of employees of CenturyLink the Company or any CenturyLink Subsidiary the Company Subsidiaries has made a pending written demand for recognition or certification, certification and (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or or, to the knowledge of the Company, threatened in writing to be brought or filed, filed with the National Labor Relations Board or any other applicable labor relations tribunal authority. (b) The Company and each of the Company Subsidiaries (i) is, and since December 1, 2017 has been, in material compliance with all applicable Laws regarding employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification, non-discrimination, wages and hours, immigration, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, harassment, workers’ compensation, data privacy, labor relations, pay equity, overtime pay, employee leave issues, the proper classification of employees and independent contractors, the proper classification of exempt and non-exempt employees, and unemployment insurance, (ii) has not committed any unfair labor practice or received written notice of any unfair labor practice complaint against it that is pending, and to the knowledge of the Company, no such complaint is threatened, in each case, before the National Labor Relations Board or any similar labor relations authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievancesthat remains unresolved, or other material labor disputes pending has resulted or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed could reasonably be expected to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes thatresult, individually or in the aggregate, have in any material liability to the Company or any of its Subsidiaries, and (iii) since December 1, 2017, has not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding experienced any actual or, to the Knowledge knowledge of CenturyLinkthe Company, threatened that individually (in writing) arbitrations, material labor disputes, strikes, lockouts, picketing, union organization activities (including union organization campaigns or requests for representation), material grievances or collective labor disputes, labor-related hand-billing, concerted slowdowns or concerted work stoppages or similar activity against or affecting the Company or its Subsidiaries. (c) All material payments due from the Company and any of its Subsidiaries on account of wages or other compensation owed to employees, and employee health and welfare insurance and other benefits, have been paid or properly accrued as a liability on the books of the Company or its Subsidiaries. (d) To the knowledge of the Company, no employee of the Company or the Company Subsidiaries is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, non-competition agreement, restrictive covenant or other obligation to the Company or the Company Subsidiaries. To the knowledge of the Company, no senior executive or key employee of the Company or the Company Subsidiaries is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, non-competition agreement, restrictive covenant or other obligation to a former employer of any such employee relating (i) to the right of any such employee to be employed by the Company or the Company Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary information. (e) To the knowledge of the Company, no senior executive or other key employee of the Company or any of its Subsidiaries has provided notice of his or her intention to terminate his or her employment as a result of or following the consummation of the transactions contemplated by this Agreement. (f) Since December 1, 2017, (i) to the knowledge of the Company, no allegations of sexual harassment or sexual misconduct have been made through the Company’s human resources department or otherwise through the reporting procedure designated in the aggregateCompany’s policies pertaining to harassment, has had if any, or would reasonably threatened to be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies made, against or involving any current or former officer, director or other key employee by any current or former officer, employee or independent contractor of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink the Company or any CenturyLink Subsidiary of its Subsidiaries, and (ii) neither the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink Company nor any CenturyLink Subsidiary (a) as of the date of this Agreement, its Subsidiaries has entered into any agreementsettlement agreements resolving, arrangement in whole or understandingin part, whether written allegations of sexual harassment or oralsexual misconduct by any current or former officer, with any union, trade union, works council director 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 CenturyLink Benefit Plankey employee.

Labor Matters. As (i) Neither the Company nor any of the date of this Agreement, Section 3.19 of the CenturyLink Disclosure Letter sets forth its Subsidiaries is a true and complete list of all party to or otherwise bound by any collective bargaining agreement, contract or other agreement or understanding with a labor union contracts applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLinklabor organization, nor, as of the date of this Agreementhereof, no labor organization or group of employees of CenturyLink is the Company or any CenturyLink Subsidiary has made a of its Subsidiaries the subject of any material proceeding seeking to compel Company or any of its Subsidiaries to bargain with any labor union or labor organization. (ii) There are (A) no unfair labor practice charges or complaints against the Company or any of its Subsidiaries 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 before the National Labor Relations Board (“NLRB”) or any other foreign equivalent; (B) no labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations slowdowns or material grievances, or other material labor disputes stoppages actually pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink affecting the Company or any of its Subsidiaries; (C) no representation claims or petitions pending before the CenturyLink Subsidiaries has breached or otherwise failed NLRB and no questions concerning representation with respect to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any the employees of CenturyLink the Company or its Subsidiaries; and (D) no grievance or pending arbitration proceedings against the Company or any of the CenturyLink Subsidiariesits Subsidiaries that arose out of or under any collection bargaining agreement, except for any breachesexcept, failures with respect to comply or disputes clauses (A) through (D), such events that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Company Material Adverse Effect. There are no written grievances or written complaints outstanding or, to . (iii) Neither the Knowledge Company nor any of CenturyLink, threatened that individually or its Subsidiaries has effectuated (1) a “plant closing” (as defined in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true Worker Adjustment and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink Retraining Notification Act or any CenturyLink Subsidiary foreign equivalent) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Company or any of its Subsidiaries or (the 2) a “CenturyLink CBAsmass layoff”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink Neither Company nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict Subsidiaries have engaged in layoffs or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the implementation employment terminations sufficient in number to trigger application of any layoffsimilar Law that could result in a material liability of Company and its Subsidiaries, 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 CenturyLink Benefit Plantaken as a whole.

Labor Matters. As of Neither the date of this AgreementALLTEL Entities nor ALLTEL Newco, Section 3.19 of the CenturyLink Disclosure Letter sets forth are presently a true and complete list of all party to or bound by any collective bargaining agreement or union contract, including a card check, neutrality or other type of labor union contracts applicable agreement with respect to any employees of CenturyLink employed in operating the ALLTEL System, and no collective bargaining agreement with respect to employees employed in operating the ALLTEL System is being negotiated by the ALLTEL Entities, ALLTEL Newco or any of Affiliate thereof with respect to employees employed in operating the CenturyLink SubsidiariesALLTEL System. To the Knowledge of CenturyLinkALLTEL, as no union organizational campaign or effort presently exists or is being threatened with respect to any employees of the date ALLTEL Entities, ALLTEL Newco or any Affiliate thereof with respect to employees employed in operating the ALLTEL System. To the Knowledge of this AgreementALLTEL, no labor organization or group of question concerning representation presently exists with respect to any employees of CenturyLink the ALLTEL Entities, ALLTEL Newco or any CenturyLink Subsidiary Affiliate thereof with respect to employees employed in operating the ALLTEL System. None of the ALLTEL Entities, ALLTEL Newco, or any Affiliate thereof, has received notice of any charges with respect to or relating to, directly or indirectly, the ALLTEL System that are pending before any Governmental Authority and none of the ALLTEL Entities, ALLTEL Newco or any Affiliate thereof has received, with respect to the ALLTEL System, notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation, audit or review and no such investigation, audit or review is in progress. To the Knowledge of ALLTEL, no wage investigations have been made a pending demand for recognition of the ALLTEL Entities, ALLTEL Newco or certificationany Affiliate thereof with respect to employees employed in operating the ALLTEL System, or its independent contractors and none of the ALLTEL Entities, ALLTEL Newco or any Affiliate thereof has received notice of the intent of any Governmental Authority to conduct such an investigation, audit or review. To the Knowledge of ALLTEL, there are no representation controversies, grievances or certification proceedings or petitions seeking a representation proceeding presently arbitrations pending or threatened between the ALLTEL Entities, ALLTEL Newco or any Affiliate thereof and any of its current or former employees or any labor or other collective bargaining unit representing any current or former employees, in each case to be brought the extent relating to employees who perform or filedhave performed services for the ALLTEL System. To the Knowledge of ALLTEL, no work stoppage, picketing, hand billing, consumer boycott, labor strike, dispute or slow-down exists or has been threatened against the ALLTEL Entities, ALLTEL Newco or any Affiliate thereof with respect to the ALLTEL System. The ALLTEL Entities, ALLTEL Newco and Affiliates thereof are in compliance in all material respects with all applicable Laws in respect of the ALLTEL System respecting employment, fair employment practices and fair labor standards, including such Laws that prohibit discrimination based on race, age, sex, religion, color, national origin, disability and sexual orientation. The ALLTEL Entities, ALLTEL Newco and Affiliates thereof are in compliance with the requirements of the National Labor Relations Act, as such Act relates to the ALLTEL System, and to the Knowledge of ALLTEL, no unfair labor practice charges or complaints against the ALLTEL Entities, ALLTEL Newco or any Affiliate thereof are pending or threatened before the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any in respect of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit PlanALLTEL System.

Labor Matters. As of the date hereof, neither KeySpan nor any of its Subsidiaries is a party to, bound by or in the process of negotiating any collective bargaining agreement or other labor agreement with any union or labor organization. As of the date of this AgreementAgreement (i) there are no disputes, Section 3.19 grievances or arbitrations pending or, to the Knowledge of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink KeySpan, threatened between KeySpan or any of its Subsidiaries and any trade union or other representatives of its employees, (ii) there is no charge or complaint pending or threatened in writing against KeySpan or any of its Subsidiaries before the CenturyLink Subsidiaries. To National Labor Relations Board (the “NLRB”), the Equal Employment Opportunity Commission or any similar Governmental Entity, (iii) there are no litigations, lawsuits, claims, charges, complaints, arbitrations, actions, investigations or proceedings pending or, to the Knowledge of CenturyLinkKeySpan, threatened between or involving KeySpan or any of its Subsidiaries and any of their respective current or former employees, independent contractors, applicants for employment or classes of the foregoing, except in each case as have not had and could not reasonably be expected to have a Material Adverse Effect on KeySpan and, (iv) to the Knowledge of KeySpan, as of the date of this Agreement, there are no material organizational efforts presently being made involving any of the employees of KeySpan or any of its Subsidiaries. No labor union, labor organization or group of employees of CenturyLink KeySpan or any CenturyLink Subsidiary 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 threatened to be brought or filed, filed with the National Labor Relations Board NLRB or any other labor relations tribunal or authorityGovernmental Entity. To the Knowledge of CenturyLinkFrom January 1, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or2003, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, there has entered into any agreementbeen no work stoppage, arrangement strike, slowdown or understanding, whether written lockout by or oral, with any union, trade union, works council or other employee representative body affecting the employees of KeySpan or any material number or category of its employees which would preventSubsidiaries and, restrict to the Knowledge of KeySpan, no such action has been threatened in writing. KeySpan and its Subsidiaries are in compliance with all material applicable Laws respecting employment and employment practices, including, without limitation, all material legal requirements respecting terms and conditions of employment, equal opportunity, affirmative action, workplace health and safety, wages and hours, child labor, immigration, discrimination, disability rights or materially impede benefits, facility closures and layoffs, workers’ compensation, labor relations, employee leaves and unemployment insurance. Since January 1, 2003, neither KeySpan nor any of its Subsidiaries has engaged in any “plant closing” or “mass layoff”, as defined in 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 (Worker Adjustment Retraining and Notification Act or any part comparable state or local Law (the “WARN Act”), without complying with the notice requirements of them) or (b) has any express commitment, whether legally enforceable or not, to, or not to, modify, change or terminate any CenturyLink Benefit Plan.such

Labor Matters. As of the date of this Agreement, Section 3.19 of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary has made a pending demand for recognition or certification(a) Each Target Company is, and there are no representation since January 1, 2007 has been, 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, other than any such non-compliance or certification proceedings or petitions seeking a representation proceeding presently pending or threatened unfair labor practice that would not reasonably be expected to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Company Material Adverse Effect. . (b) As of the date hereof, to the Knowledge of Seller, no material unfair labor practice complaint against any Target Company is pending before the National Labor Relations Board. (c) There are no written grievances is no, and since January 1, 2007 has not been, any labor strike, dispute, slowdown or written complaints outstanding stoppage actually pending or, to the Knowledge of CenturyLinkSeller, threatened in writing, against or involving any Target Company that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Company Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts . (including all amendments theretod) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as As of the date hereof, no Target Company is, and since January 1, 2007 has not been, party to or bound by any labor agreement or collective bargaining agreement and, to the Knowledge of this AgreementSeller, no employee of any Target Company is, and since January 1, 2007 has entered into not been, represented by any agreementlabor organization with respect to his or her employment with any Target Company. As of the date hereof, arrangement no union is currently certified, and there is no union representation question and no union or understandingother organizational activity that would be subject to the National Labor Relations Act (20 U.S.C. § 151 et seq.) existing or, whether written or oralto the Knowledge of Seller, threatened, with respect to the operations of any unionTarget Company. (e) With respect to any Target Company, trade unionno grievance exists, works council and since January 1, 2007 none has existed, and no arbitration proceeding arising out of or under any collective bargaining agreement is, or since January 1, 2007 has been, pending, other employee representative body than any such grievance or arbitration proceeding that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (f) The Target Companies are, and since January 1, 2007 have been, in compliance with all notice and other requirements under the Workers' Adjustment and Retraining Notification Act and similar applicable state, local and foreign Law relating to plant closings and layoffs (the "WARN Act"), and no Target Company has any material number obligations pursuant to the WARN Act. On or category of its employees which would preventbefore the Closing Date, restrict or materially impede the consummation each Target Company shall provide a list of the Merger or other transactions contemplated by this Agreement or the implementation name and site of employment of any and all employees of any Target Company who had experienced any employment loss or layoff, redundancyas defined by the WARN Act, 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 CenturyLink Benefit Plan90 days prior to the Closing Date. The Target Companies shall update this list up to and including the Closing Date.

Labor Matters. As Except as sxx xxxxx xx Xxction 4.14 of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement with any labor union, confederation or association and there are no discussions, negotiations, demands or proposals that are pending or, to the knowledge of the Company, threatened, or have been conducted or made with or by any labor union, confederation or association regarding organizational activities since February 4, 2000. Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement, Agreement or as set forth in Section 3.19 4.14 of the CenturyLink Company Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary 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 threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLinkLetter, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes controversies pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge knowledge of CenturyLinkthe Company, threatened between the Company or any of its Subsidiaries and any representatives of its employees and, to the knowledge of the Company, there are no material organizational efforts presently being made involving any of the now unorganized employees of the Company or any of its Subsidiaries. Since February 4, 2000, there has been no work stoppage, strike, material dispute or other concerted action by employees of the Company or any of its Subsidiaries. During that individually period, the Company and its Subsidiaries have complied in all material respects with all applicable Laws relating to the employment of labor, including, without limitation, those relating to wages, hours and collective bargaining. There is no pending or, to the knowledge of the Company, threatened action, complaint, arbitration, proceeding or investigation against the Company or any of its Subsidiaries by or before (or, in the aggregatecase of any threatened matter, has had that could be brought before) any court, governmental agency, administrative agency, board, commission or arbitrator brought by or on behalf of any prospective, current or former employees of the Company or any of its Subsidiaries which would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true material adverse effect on the Company and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”)its Subsidiaries, taken as a whole. Except as otherwise set forth in Section 4.14 of the CenturyLink CBAsCompany Disclosure Letter, neither CenturyLink the Company nor any CenturyLink Subsidiary (a) as of the date of this Agreementits Subsidiaries has closed any retail store, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council distribution center or other employee representative body facility, or effectuated any material number layoffs of employees or category of its employees which would preventimplemented any early retirement, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the implementation of any layoff, redundancy, severance separation or similar program within its or their respective workforces (in connection with any retail store closing since January 1, 2002, nor has the Company or any part of them) its Subsidiaries planned or (b) has announced any express commitment, whether legally enforceable such action or not, to, or not to, modify, change or terminate any CenturyLink Benefit Planprogram for the future.

Labor Matters. As Except as disclosed in Section 3.17 of the date of this Agreement, Section 3.19 Disclosure Schedule: (a) None of the CenturyLink Disclosure Letter sets forth Grove Companies is a true and complete list of all party to any labor or collective bargaining agreement or similar (outside the United States) Contract with any Person with respect to its employees and the terms and conditions of their employment (other labor union contracts applicable to any than Individual Arrangements), no employees of CenturyLink or any of the CenturyLink Subsidiaries. To Grove Companies are represented by any labor or equivalent organization (other than as required by applicable Law) with respect to the Knowledge terms and conditions of CenturyLink, as of the date of this Agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary has made a pending demand for recognition or certificationtheir employment, and there are no representation organizing activities (including any demand for recognition or certification proceedings or petitions seeking a representation proceeding presently proceedings) pending or or, to the Knowledge of Sellers, threatened to be brought or filed, filed with the National Labor Relations Board or any other labor relations tribunal or authority. To Governmental Authority involving any of the Knowledge of CenturyLinkGrove Companies or their respective employees; (b) There are, and for the past three years there are have been, no organizing activities, strikes, material work stoppages, slowdownsmaterial disputes, lockouts, material arbitrations slowdowns or material grievances, or other material labor disputes lockouts ("Industrial Actions") pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLinkSellers, threatened that individually against or involving any of the Grove Companies or their respective employees; (c) There are no material audits, complaints, charges, claims or proceedings against any of the Grove Companies pending or, to the Knowledge of Sellers, threatened to be brought or filed with any Governmental Authority (i) based on or arising out of (x) the employment of or termination of employment by any of the Grove Companies of any employee or (y) the terms and conditions of employment of any employee; (d) Each of the Grove Companies is in material compliance with all Laws pertaining to the employment of labor, including (i) all material applicable requirements of the Occupational Safety and Health Act of 1970, as amended, within the Xxxxxx Xxxxxx and comparable workplace-safety Laws of all other applicable jurisdictions; (ii) all material applicable Laws affecting or in the aggregate, has had or would reasonably be expected any way relating to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts activities, civil rights or employment, including without limitation, in the United States, Title VII, Civil Rights Act of 1964 as amended; the Age Discrimination in Employment Act of 1967, as amended; the Equal Employment Opportunity Act of 1972, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Equal Pay Act; the National Labor Relations Act; the Rehabilitation Act; the Vietnam Era Veteran Reemployment Act; the Immigration Reform Control Act, as amended; the Fair Labor Standards Act, as amended; the Family and Medical Leave Act of 1993; the Americans with Disabilities Act of 1990, as amended; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; and (including iii) all amendments thereto) material applicable Laws relating to any workers compensation, immigration and visa matters and the collection and payment of withholding and/or payroll Taxes and similar Taxes with respect to all employees and former employees of CenturyLink or any CenturyLink Subsidiary of the Grove Companies; (e) During the “CenturyLink CBAs”). Except last three years, (i) there has not been effectuated with respect to the Grove Operations a "plant closing" (as otherwise set forth defined in the CenturyLink CBAs, neither CenturyLink nor WARN Act) affecting any CenturyLink Subsidiary (a) as site of employment or one or more facilities or operating units within any site of employment or facility of the Grove Operations or a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of the Grove Operations and (ii) the Grove Operations have not been engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign Law. During the six months prior to the date hereof none of this Agreementthe employees of the Grove Companies has suffered an "employment loss" (as defined in the WARN Act); and (f) No executive of, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body whose services are otherwise material to, the Grove Operations as conducted on the Balance Sheet Date is employed by any Affiliate of the Grove Companies 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 CenturyLink Benefit Planparty.

Labor Matters. (a) As of the date of this Agreement, Section 3.19 of the CenturyLink SBS Disclosure Letter sets forth a true and complete list of all collective bargaining or other Contracts with any labor union contracts organization applicable to any employees of CenturyLink SBS or any of the CenturyLink SBS Subsidiaries. To the Knowledge of CenturyLink, as of the date of this AgreementSBS, no labor organization organization, employee representative or group of employees of CenturyLink SBS or any CenturyLink SBS Subsidiary has made a pending demand for recognition or certificationcertification or engaged in any union organizing or decertification activities since January 1, 2012, 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 authorityGovernmental Entity. To the Knowledge of CenturyLinkSBS, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, lockouts or other material labor disputes pending or threatened against or involving CenturyLink SBS or any CenturyLink SBS Subsidiary, and no such material disputes have occurred since January 1, 2012. None of CenturyLink SBS or any of the CenturyLink SBS Subsidiaries has breached or otherwise failed to comply in any material respect with any provision of any collective bargaining agreement or other Contract with any labor union Contract organization applicable to any employees of CenturyLink SBS or any of the CenturyLink SBS Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances material grievances, arbitrations, charges or written complaints outstanding or, to the Knowledge of CenturyLinkSBS, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effectthreatened. CenturyLink SBS has made available to Qwest BMHC true and complete copies of all collective bargaining agreements and other Contracts with any labor union contracts organization (including all amendments thereto) applicable to any employees of CenturyLink SBS or any CenturyLink Subsidiary SBS Subsidiary, including any expired collective bargaining agreements whose terms remain in force, in whole or in part, with respect to such employees (the “CenturyLink SBS CBAs”). Except as otherwise set forth in the CenturyLink SBS CBAs, neither CenturyLink SBS nor any CenturyLink Subsidiary (a) SBS Subsidiary, as of the date of this Agreement, has entered into any agreement, arrangement arrangement, understanding or understandingContract, whether written or oral, with any union, trade union, works council labor organization 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) ). Since January 1, 2012, neither SBS nor any SBS Subsidiary has implemented any facility closing or layoff of employees requiring notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Law (collectively, the “WARN Act”). (b) SBS and the SBS Subsidiaries are and since January 1, 2012, have been in compliance in all material respects with all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. To the Knowledge of SBS, all employees of SBS and the SBS Subsidiaries are properly classified under the Fair Labor Standards Act and state and local wage and hour Laws in all material respects. There are no material Proceedings against SBS or the SBS Subsidiaries or, to the Knowledge of SBS, threatened to be brought or filed, by or with any Governmental Entity in connection with the employment of any current or former applicant, employee, consultant or independent contractor of SBS or any SBS Subsidiary including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Laws. Since January 1, 2012, neither SBS nor any SBS Subsidiary has been the subject of any express commitmentaudit, whether legally enforceable investigation or not, to, or not to, modify, change or terminate enforcement action by any CenturyLink Benefit PlanGovernmental Entity with respect to compliance with immigration Laws.

Labor Matters. As (a) Since December 31, 2017, (i) none of the date Group Companies (A) has or has had any material Liability for any arrears of this Agreementwages, Section 3.19 salaries, premiums, commissions, bonuses, fees or other compensation for services, or any penalty or other sums for failure to comply with any of the CenturyLink Disclosure Letter sets forth a true foregoing, and complete list of all collective bargaining (B) has or has had any material Liability for any payment to any trust or other labor union contracts applicable fund governed by or maintained by or on behalf of any Governmental Entity with respect to unemployment compensation benefits, social security, social insurances or obligations for any employees of CenturyLink any Group Company (other than routine payments to be made in the ordinary course of business); and (ii) the Group Companies have withheld all amounts required by applicable Law or by agreement to be withheld from wages, salaries, and other payments to employees of each Group Company. (b) Since December 31, 2018, there has been no “mass layoff” or “plant closing” as defined by WARN related to any Group Company, and the Group Companies have not incurred any material Liability under WARN nor will they incur any material Liability under WARN as a result of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of transactions contemplated by this Agreement. The Group Companies have not otherwise experienced any employment-related Liability with respect to COVID-19 that has been, or would reasonably be expected to be, material to the Group Companies taken as a whole. (c) There are no labor organization material Proceedings pending or, to the Company’s knowledge, threatened against any Group Company by or group on behalf of employees any current or former director, manager, officer, employee, individual independent contractor or other service providers or government or administrative authority, including any claims relating to actual or alleged harassment, discrimination, or retaliation, or similar tortious conduct, breach of CenturyLink contract, wrongful termination, defamation, intentional or any CenturyLink Subsidiary has made a pending demand for recognition negligent infliction of emotional distress, interference with contract or certificationinterference with actual or prospective economic disadvantage, salary differences, and there are social security contributions and taxes. No Group Company is bound by any material consent decree with, or citation by, any Governmental Entity relating to any employment practices. (d) The Group Companies have promptly and thoroughly investigated all material, credible allegations of sexual harassment, or other discrimination or retaliation of which any the Group Companies were made aware. With respect to each such material allegation with potential merit, the Group Companies have taken prompt corrective action that is reasonably calculated to prevent further improper action. The Group Companies do not reasonably expect any material Liabilities with respect to any such allegations. (e) Since December 31, 2017, (i) the Group Companies have complied in all material respects with all applicable Laws respecting labor, employment and employment practices, and (ii) no representation Group Company has been a party to or certification proceedings bound by any collective bargaining agreements or petitions seeking a representation proceeding presently pending other Contracts with any labor organization, works council, labor union or threatened to be brought or filedother employee representative (collectively, with the National Labor Relations Board or any other labor relations tribunal or authority“CBA”). To the Knowledge of CenturyLinkSince December 31, 2017, there are has been no organizing activitiesactual or, to the Company’s knowledge, threatened unfair labor practice charges, material grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, lockoutspicketing, material arbitrations or material grievances, handbilling or other material labor disputes pending or threatened against or involving CenturyLink or affecting any CenturyLink SubsidiaryGroup Company. None of CenturyLink or any of To the CenturyLink Subsidiaries has breached or otherwise failed to comply Company’s knowledge, since December 31, 2017, there have been no labor organizing activities with any provision of any collective bargaining agreement or other labor union Contract applicable respect to any employees of CenturyLink any Group Company. (f) To the Company’s knowledge, no current or former employee or independent contractor of any Group Company is in material violation of the CenturyLink Subsidiariesany term of any employment agreement, except for any breachesnondisclosure agreement, failures to comply common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts obligation: (including all amendments theretoi) applicable owed to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the implementation of any layoff, redundancy, severance or similar program within its or their respective workforces (or any part of them) Group Company; or (bii) has owed to any express commitment, whether legally enforceable third party with respect to such person’s right to be employed or not, to, or not to, modify, change or terminate any CenturyLink Benefit Planengaged by the applicable Group Company.

Labor Matters. As (a) Schedule 4.15(a) of the date of this Agreement, Section 3.19 Company Disclosure Schedules identifies for each current employee of the CenturyLink Disclosure Letter sets forth Company and each Newly Granted Permittee with a true current annual compensation, his or her name, his or her position or job title, his or her base compensation and complete list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink or any bonus compensation earned in the fiscal year of the CenturyLink SubsidiariesCompany ending December 31, 2018, and his or her 2019 base compensation. To the Knowledge of CenturyLink, Except as set forth on Schedule 4.15(a) of the date of this AgreementCompany Disclosure Schedules: (i) neither the Company nor any Newly Granted Permittee has any obligations under any written or oral labor agreement, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary 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 threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other agreement with any labor union Contract applicable to organization or employee group, (ii) neither the Company nor any employees of CenturyLink Newly Granted Permittee is currently engaged in any unfair labor practice and there is no unfair labor practice charge or other employee-related or employment-related complaint against the Company or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding Newly Granted Permittee pending or, to the Knowledge of CenturyLinkthe Company or any Newly Granted Permittee, threatened that individually before any Governmental Authority, (iii) there is currently no labor strike, labor disturbance, slowdown, work stoppage or in other material labor dispute or arbitration pending or, to the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies Knowledge of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink the Company or any CenturyLink Subsidiary Newly Granted Permittee, threatened against the Company or any Newly Granted Permittee and no material grievance is currently being asserted by any employee of the Company or any Newly Granted Permittee, (iv) neither the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink Company nor any CenturyLink Subsidiary (a) as of Newly Granted Permittee has experienced a labor strike, labor disturbance, slowdown, work stoppage or other material labor dispute at any time during the 3 years immediately preceding the date of this AgreementAgreement and (v) there is no organizational campaign being conducted or, has entered into to the Knowledge of the Company or any agreementNewly Granted Permittee, arrangement contemplated and there is no pending or, to the Knowledge of the Company or understandingany Newly Granted Permittee, whether written or oral, with threatened petition before any union, trade union, works council Governmental Authority or other employee representative body dispute as to the representation of any employees of the Company 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 Newly Granted Permittee. (b) Except as set forth on Schedule 4.15(b) of the Company Disclosure Schedules, neither the Company nor any Newly Granted Permittee has terminated the employment of any express commitmentemployee whose annual compensation was greater than $50,000 in 2018 or anticipated to be greater than $50,000 in 2019, whether legally enforceable or not, to, or not to, modify, change or terminate any CenturyLink Benefit Planduring the 90 days preceding the date hereof.

Labor Matters. (a) True and complete information as to the name, current job title and compensation for each of the last three years of all current directors and executive officers of NPC and its Subsidiaries has been made available to Purchaser. As of the date of this Agreement, Section 3.19 of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink no executive officer has notified NPC or any of the CenturyLink Subsidiariesits Subsidiaries of his or her intention to resign or retire. To the Knowledge of CenturyLink, Except as set forth on Section 4.14 of the date of this AgreementDisclosure Schedule, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary 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 threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. each NPC Employee is an employee at will. (i) There are no written grievances strikes or written complaints outstanding lockouts with respect to any NPC Employees pending or, to the Knowledge of CenturyLinkNPC, threatened, and, to the Knowledge of NPC, no such matters have occurred within the past three (3) years, (ii) to the Knowledge of NPC, there is no union organizing effort pending or threatened against NPC or its Subsidiaries and, to the Knowledge of NPC, no such effort has occurred in the past three (3) years, (iii) there is no unfair labor practice charge or complaint, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of NPC, threatened that individually against NPC or any of its Subsidiaries, (iv) there is no slowdown or work stoppage in effect or, to the aggregateKnowledge of NPC, has had or would reasonably be expected threatened with respect to have a CenturyLink Material Adverse Effect. CenturyLink has made available employees of NPC and its Subsidiaries, and (v) neither NPC nor any of its Subsidiaries is party to Qwest true and complete copies of all any collective bargaining agreements agreement or similar contract or relationship with any labor union or similar collective bargaining representative. (c) NPC and each of its Subsidiaries has complied in all material respects with all applicable laws relating to employment or labor, including provisions thereof relating to wages, hours, equal opportunity, immigration, fair labor standards, nondiscrimination, workers compensation, collective bargaining and the payment of social security and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”)taxes. Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink Neither NPC nor any CenturyLink Subsidiary of its Subsidiaries has any material Liability with respect to the misclassification of any Person as an independent contractor rather than as an employee (aeach a “Contingent Worker”) and no Contingent Worker has been improperly excluded from any Plan. To the Knowledge of NPC, as of the date of this Agreementhereof, each Contingent Worker has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit Planbeen properly classified as an independent contractor.

Labor Matters. As of the date hereof, neither KeySpan nor any of its Subsidiaries is a party to, bound by or in the process of negotiating any collective bargaining agreement or other labor agreement with any union or labor organization. As of the date of this AgreementAgreement (i) there are no disputes, Section 3.19 grievances or arbitrations pending or, to the Knowledge of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable to any employees of CenturyLink KeySpan, threatened between KeySpan or any of its Subsidiaries and any trade union or other representatives of its employees, (ii) there is no charge or complaint pending or threatened in writing against KeySpan or any of its Subsidiaries before the CenturyLink Subsidiaries. To National Labor Relations Board (the "NLRB"), the Equal Employment Opportunity Commission or any similar Governmental Entity, (iii) there are no litigations, lawsuits, claims, charges, complaints, arbitrations, actions, investigations or proceedings pending or, to the Knowledge of CenturyLinkKeySpan, threatened between or involving KeySpan or any of its Subsidiaries and any of their respective current or former employees, independent contractors, applicants for employment or classes of the foregoing, except in each case as have not had and could not reasonably be expected to have a Material Adverse Effect on KeySpan and, (iv) to the Knowledge of KeySpan, as of the date of this Agreement, there are no material organizational efforts presently being made involving any of the employees of KeySpan or any of its Subsidiaries. No labor union, labor organization or group of employees of CenturyLink KeySpan or any CenturyLink Subsidiary 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 threatened to be brought or filed, filed with the National Labor Relations Board NLRB or any other labor relations tribunal or authorityGovernmental Entity. To the Knowledge of CenturyLinkFrom January 1, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or2003, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, there has entered into been no work stoppage, strike, slowdown or lockout by or affecting the employees of KeySpan or any of its Subsidiaries and, to the Knowledge of KeySpan, no such action has been threatened in writing. KeySpan and its Subsidiaries are in compliance with all material applicable Laws respecting employment and employment practices, including, without limitation, all material legal requirements respecting terms and conditions of employment, equal opportunity, affirmative action, workplace health and safety, wages and hours, child labor, immigration, discrimination, disability rights or benefits, facility closures and layoffs, workers' compensation, labor relations, employee leaves and unemployment insurance. Since January 1, 2003, neither KeySpan nor any of its Subsidiaries has engaged in any "plant closing" or "mass layoff", as defined in the Worker Adjustment Retraining and Notification Act or any comparable state or local Law (the "WARN Act"), without complying with the notice requirements of such Laws. To the Knowledge of KeySpan (i) none of the employees of KeySpan or any of its Subsidiaries is in any material respect in violation of any term of any employment agreement, arrangement or understandingnondisclosure agreement, whether written or oralcommon law nondisclosure obligation, with any unionfiduciary duty, trade unionnon-competition agreement, works council restrictive covenant or other obligation to a former employer relating to the right of such employee representative body to be employed by KeySpan 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 Subsidiaries or the implementation employee's knowledge or use of any layofftrade secrets or proprietary information, redundancy, severance or similar program within its or their respective workforces and (ii) no employees of KeySpan or any part of them) its Subsidiaries earning $100,000 or (b) has more per year intend to terminate his or her employment with KeySpan or any express commitment, whether legally enforceable or not, to, or not to, modify, change or terminate any CenturyLink Benefit Planof its Subsidiaries.

Labor Matters. As (a) Except as set forth in Section 3.17 of the date of this AgreementDisclosure Schedule, Section 3.19 of there are, and during the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor union contracts applicable 12 months prior to any employees of CenturyLink or any of the CenturyLink Subsidiaries. To the Knowledge of CenturyLink, as of the date of this AgreementClosing Date have been, no labor organization claims, disputes or controversies pending or, to Seller’s Knowledge, threatened involving any employee or group of employees of CenturyLink or any CenturyLink Subsidiary 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 threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached Companies or otherwise failed Subsidiaries. During the 12 months prior to comply with any provision the Closing Date, none of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or the Companies nor any of the CenturyLink SubsidiariesSubsidiaries has suffered or sustained any work stoppage and no such work stoppage is threatened. (b) The Companies and Subsidiaries have complied in all respects, and are presently in compliance in all respects, with all Applicable Laws related to the employment of its employees, including provisions related to wages, hours, leaves of absence, equal opportunity, occupational health and safety, workers’ compensation, severance, employee handbooks or manuals, collective bargaining and the payment and withholding of social security and other Taxes. Neither the Companies nor the Subsidiaries has any liability under any Applicable Law related to employment and attributable to an event occurring or a state of facts existing prior to the Closing Date, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as Section 3.17 of the date of this AgreementDisclosure Schedule or reflected on the Financial Statements. (c) There is, and in the 12 months prior to the Closing Date has entered into any agreementbeen, arrangement or understanding, whether written or oral, with any union, trade union, works council no formal labor union or other formal employee representative body installed at any of the Companies or Subsidiaries. Neither the Companies nor the Subsidiaries have or since 31 December 2003 has had any material number or category collective bargaining agreements with any of its employees which would preventor any employee representative body. There is, restrict and in the 12 months prior to the Closing Date have been, no labor union or materially impede the consummation other collective organizing or election activity pending or, to Seller’s Knowledge, threatened with respect to any of the Merger or other transactions contemplated by this Agreement Companies or the implementation Subsidiaries. (d) Those persons named as such in Section 3.17(d) of the Disclosure Schedule are the only Directors of the Companies and the Subsidiaries. (e) Seller has provided to Buyer a list of all the employees employed on and/or since May 9, 2005, by the Companies and the Subsidiaries which shows on an anonymous basis in relation to each Employee his age, the hire date, period of continuous employment, date of termination (as applicable), and current salary or wages and which is true, complete and accurate in all respects. (f) True copies of the standard employment agreements of the Companies and Subsidiaries, and of the U.S. and U.K. staff handbooks have been provided to Buyer. All non-standard or unique employment agreements have been provided to Buyer and are listed in Section 3.17(f) of the Disclosure Schedule. (g) There are no outstanding loans made by any layoffCompany or Subsidiary to any director, redundancyofficer or employee or former director, severance officer or similar program within its employee. (h) No Company or their respective workforces (Subsidiary has had or has in existence or participates in and is proposing to introduce or participate in any share incentive scheme, share option scheme or profit-sharing scheme for all or any part of themtheir directors, officers or employees. (i) No Company or Subsidiary has been the transferee in any transfer of employment to which the U.K. Transfer of Undertakings (bProtection of Employment) Regulations 1981 apply. (j) Except for possible claims by those persons identified as being independent contractors in Section 3.17(j) of the Disclosure Schedule, no independent contractor (an independent contractor for this purpose being any person who, whether personally or through a company owned by them or which they control, provides services to any Company or Subsidiary) has any express commitmentrights as or in any way holds the status of an employee under a contract of service, whether legally enforceable or notand each Company and Subsidiary has complied with its obligations under Applicable Law in relation to and in respect of each current and former independent contractor, to, or not to, modify, change or terminate including any CenturyLink Benefit Planobligation to make any payment to any such independent contractor.

Labor Matters. As (a) Except as set forth on Schedule 2.21 of the date of this AgreementSeller Disclosure Schedule, Section 3.19 of the CenturyLink Disclosure Letter sets forth neither Seller nor any Xxxxxx Entity is a true and complete list of all party to or bound by any collective bargaining agreement or other labor contract, agreement or arrangement with any trade union contracts applicable to or other similar body or organization representing any employees of CenturyLink or any of the CenturyLink SubsidiariesXxxxxx Entity. To the Knowledge of CenturyLinkSince January 1, as of the date of this Agreement2003, no labor organization Xxxxxx Entity has received notice of any petition filed or proceeding instituted by an employee or group of employees of CenturyLink or any CenturyLink Subsidiary 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 threatened to be brought or filed, Xxxxxx Entity with the National Labor Relations Board seeking recognition of a bargaining representative, nor, to Seller’s knowledge, is any such petition or proceeding threatened. (b) Since January 1, 2003, there has been no claim that a Xxxxxx Entity has committed any other material unfair labor relations tribunal or authoritypractice. To Seller’s knowledge, no organizational effort is currently being made or threatened by or on behalf of any labor union with respect to employees of any Xxxxxx Entity. Since January 1, 2003, there has been no (i) labor strike or stoppage nor, to Seller’s knowledge, is any such labor strike or stoppage threatened against any Xxxxxx Entity or (ii) to Seller’s knowledge, actual or threatened labor slowdown against any Xxxxxx Entity. (c) Each Xxxxxx Entity is in compliance in all material respects with all Laws governing or relating to employment, employment practices, termination, immigration, compensation, benefits, terms and conditions of employment and wages and hours, in each case, with respect to employees, including without limitation the Knowledge Worker Adjustment and Retraining Notification Act and all comparable provisions of CenturyLinkstate labor codes. (d) Except as set forth on Schedule 2.21 of the Seller Disclosure Schedule, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLinkSeller’s knowledge, threatened that individually claims or actions against any Xxxxxx Entity under any worker’s compensation policy or long-term disability policy other than claims for benefits under such policies made in the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies ordinary course of all collective bargaining agreements and other labor union contracts business. (including all amendments theretoe) applicable No Xxxxxx Entity is liable for any material payment to any trust or other fund or to any governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business). (f) No citation has been issued by the Occupational Safety and Health Administration (“OSHA”) within the last twenty-four (24) months against any Xxxxxx Entity and no notice of contest, claim, complaint, charge, investigation or other administrative enforcement proceeding involving any Xxxxxx Entity has been filed or is pending or, to Seller’s knowledge, is threatened against any Xxxxxx Entity under OSHA or any other law relating to occupational safety and health. (g) Schedule 2.21(g) of the Seller Disclosure Schedule sets forth those jurisdictions in which employees of CenturyLink any Xxxxxx Entity are covered by works councils or any CenturyLink Subsidiary (other similar bodies, along with the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as name of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, each such works council or other employee representative body body. Any notices required by reason of the sale of the Xxxxxx Business to be given to any such works councils or other bodies prior to the execution of this Agreement have been given. There is no other obligation of Seller or any material number Xxxxxx Entity at or category of its employees which would prevent, restrict prior to the Closing with respect to any such works council or materially impede other body in connection with the consummation sale 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 CenturyLink Benefit PlanXxxxxx Business.

Labor Matters. As of (a) Neither Seller (with respect to the date of this Agreement, Section 3.19 of Business) nor the CenturyLink Disclosure Letter sets forth Company is a true and complete list of all party to any collective bargaining agreement or other contract or agreement with a labor union contracts applicable respecting MyCase Service Providers, nor is any such agreement presently being negotiated. Since January 1, 2016, there have been no pending or, to the knowledge of Seller, threatened strikes, work stoppages, walkouts, lockouts, picketing, slowdowns or other material labor disputes against Seller (with respect to the Business) or the Company, or by any employees of CenturyLink employee or any of other service provider providing services to the CenturyLink SubsidiariesBusiness. To the Knowledge knowledge of CenturyLinkSeller, as of the date of this Agreementsince January 1, 2016, no labor organization or group of employees of CenturyLink or any CenturyLink Subsidiary the Business has made a pending demand for recognition or certificationcertification of a bargaining unit. Since January 1, 2016, Seller (with respect to the Business and current or former service providers to the Business) and the Company have been in compliance with all applicable Laws relating to employment and employment practices, terms and conditions of employment, wages, hours of work, “mass layoffs” and “plant closings,” the provision of meal and rest breaks, classification of employees as exempt or non-exempt from overtime pay requirements, classification of individuals as non-employee contractors, immigration, equal employment opportunities (including the prevention of discrimination, harassment, and retaliation), background checks, and occupational safety and health, except, in each case, for instances of non-compliance that would not reasonably be expected to be material to the Business. Since January 1, 2016, there are have been no charges, complaints, lawsuits, arbitrations, audits, investigations, grievances, representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge of Seller, threatened, against Seller or threatened to be brought the Company before or filed, with the National Labor Relations Board Board, the Equal Employment Opportunity Commission or any other labor relations tribunal or authority. To the Knowledge of CenturyLinkapplicable Governmental Authority, there are no organizing activitiesin each case, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding or, to the Knowledge of CenturyLink, threatened that individually or in the aggregate, has had or would reasonably be expected to be material to the Company. Since January 1, 2016, neither Seller (with respect to the Business) nor the Company has closed any plant or facility, effectuated any material layoffs of employees or implemented any material early retirement or exit incentive program, nor is any such action or program planned or announced any such action or program for the future. Without limiting the generality of any other representation set forth in this Section 4.13(a), to the knowledge of Seller, (i) since January 1, 2016, no allegations or reports of sexual harassment, hostile work environment or similar misconduct have been made against or by any current or former employee of the Business with an annual base salary of $150,000 or more and (ii) none of the Seller or its Subsidiaries is currently seeking, nor has any of Seller or its Subsidiaries entered into, any settlement agreement that relates primarily to an allegation of harassment (including sexual harassment) against or by any current or former employee of the Business. (b) Seller has provided to Buyer a CenturyLink Material Adverse Effect. CenturyLink has made available list of all MyCase Service Providers as of the day prior to Qwest the Signing Date (the “Service Provider List”) together with the following information with respect to each employee on the Service Provider List, which is true and complete copies in all materials respects: (i) hire date; (ii) job title; (iii) base salary or wage rate; (iv) target bonus information; and (v) job location. As of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable the Signing Date, each MyCase Service Provider who is an employee dedicates at least 75% of his or her average weekly working hours to any employees of CenturyLink or any CenturyLink Subsidiary the Business (the “CenturyLink CBAsService Condition”). Except as otherwise set forth in Since January 1, 2016, the CenturyLink CBAs, neither CenturyLink nor Company has not employed any CenturyLink Subsidiary (a) as individual other than any MyCase Service Provider whose employment will transfer to the Company pursuant to Section 6.07(d). There are no employees of Seller or its Subsidiaries who satisfy the date of this Agreement, Service Condition but are not included on the Service Provider List. Each independent contractor on the Service Provider List provides services to the Company pursuant to a written agreement that has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit Planbeen provided to Buyer.

Labor Matters. As Except as set forth in Section 8.18 of the date of this AgreementDisclosure Schedule, Section 3.19 of (i) neither the CenturyLink Disclosure Letter sets forth Seller nor any Company or Subsidiary is a true and complete list of all party to any collective bargaining agreement or other labor union contracts contract applicable to any employees of CenturyLink persons employed by the Seller in the Business or any of the CenturyLink Subsidiaries. To Company or Subsidiary and to the Knowledge of CenturyLinkthe Seller, as of the date of this Agreement, no labor organization any Company or group of employees of CenturyLink or any CenturyLink Subsidiary has made a pending demand for recognition or certification, and currently there are no representation organizational campaigns, petitions or certification proceedings or petitions other unionization activities seeking recognition of a representation proceeding presently pending or threatened to be brought or filed, with collective bargaining unit which could affect the National Labor Relations Board Seller or any other labor relations tribunal Company or authority. To the Knowledge of CenturyLink, Subsidiary; (ii) there are no organizing activitiescontroversies, strikes, slowdowns or work stoppagesstoppages pending or, slowdownsto the best knowledge of the Seller after due inquiry, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink between the Seller or any CenturyLink Subsidiary. None of CenturyLink Company or Subsidiary and any of their respective employees, and neither the CenturyLink Subsidiaries Seller nor any Company or Subsidiary has experienced any such controversy, strike, slowdown or work stoppage within the past three years; (iii) neither the Seller nor any Subsidiary has breached or otherwise failed to comply with any provision the provisions of any collective bargaining or union contract and there are no grievances outstanding against the Seller or any Company or Subsidiary under any such agreement or contract that could have a Material Adverse Effect (iv) there are no unfair labor practice complaints pending against the Seller or any Subsidiary before any local labor board or any other labor Governmental Authority or any current union Contract applicable to any representation questions involving employees of CenturyLink the Seller, any Company or any Subsidiary that could have a Material Adverse Effect; each of the Seller, the Companies and each Subsidiary is currently in compliance with all applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Seller or any Subsidiary and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the CenturyLink Subsidiariesforegoing; (vi) each of the Seller and each Company and Subsidiary has paid in full to all their respective employees or adequately accrued for in accordance with GAAP consistently applied all wages, except salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees (vii) there is no material claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Authority with respect to any Persons currently or formerly employed by the Seller or any Company or Subsidiary; (viii) neither the Seller or any Company or Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices; (ix) there is no material charge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted or is now pending or threatened with respect to the Seller or any Company or Subsidiary; and (x) to the Knowledge of the Seller, there is no charge of discrimination in employment or employment practices, for any breachesreason, failures to comply including, without limitation, age, gender, race, religion or disputes thatother legally protected category, individually which has been asserted or in the aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no written grievances or written complaints outstanding is now pending or, to the Knowledge of CenturyLinkthe Seller, threatened that individually or before any Governmental Authority in any jurisdiction in which the aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink Seller or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor has employed or currently employs any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the 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 CenturyLink Benefit PlanPerson.