Employee Matters. None of Holdings, the Borrower or any other Restricted Subsidiary is engaged in any unfair labor practice that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, there is # no unfair labor practice complaint pending or, to the knowledge of Holdings or the Borrower, threatened in writing against Holdings, the Borrower or any other Restricted Subsidiary before the National Labor Relations Board, # no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is pending or, to the knowledge of Holdings or the Borrower, threatened in writing against Holdings, the Borrower or any other Restricted Subsidiary, # no strike, lockout or work stoppage in existence or, to the knowledge of Holdings or the Borrower, threatened in writing involving Holdings, the Borrower or any other Restricted Subsidiary and # to the knowledge of Holdings or the Borrower, no union organizing activity exists or is taking place with respect to the employees of Holdings, the Borrower or any other Restricted Subsidiary.

Employee Matters. NoneLabor Relations. Neither Borrower nor any of Holdings, the Borrower or any other Restricted Subsidiaryits Subsidiaries is engaged in any unfair labor practice that,that could, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, thereThere is # no unfair labor practice complaint pending against Borrower or any of its Subsidiaries or, to the knowledge of Holdings or the Borrower, threatened in writing against Holdings, the Borrower or any other Restricted Subsidiaryof them, before the National​ Labor Relations Board, #and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against Borrower or any of its Subsidiaries or, to the knowledge of Holdings or the Borrower, threatened in writing against Holdings, theany of them, # no strike, labor dispute, slowdown or stoppage pending against Borrower or any other Restricted Subsidiary, # no strike, lockout or work stoppage in existenceof its Subsidiaries or, to the knowledge of Holdings or the Borrower, threatened in writing involving Holdings, theagainst Borrower or any other Restricted Subsidiaryof its Subsidiaries and # to the knowledge of Holdings or the Borrower, no union organizing activityrepresentation question exists or is taking place with respect to the employees of Holdings, the Borrower or any other Restricted Subsidiary.of its Subsidiaries, except (with respect to any matter specified in [clause (a), (b) or (c) above], either individually or in the aggregate) such as could not reasonably be expected to have a Material Adverse Effect.

Employee Matters. None of Holdings, the Borrower or any other Restricted SubsidiaryLabor Relations. There # is engaged in any unfair labor practice that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, there is # no unfair labor practice complaint pending against the Borrower or any of its Subsidiaries or, to the knowledge of Holdings orany Responsible Officer of the Borrower, threatened in writing against Holdings, the Borrower or any other Restricted Subsidiaryof them, before the National Labor Relations Board, # is no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that ispending against the Borrower or any of its Subsidiaries or, to the knowledge of any Responsible Officer of the Borrower, threatened against any of them before the National Labor Relations Board, and # are no strikes, lockouts, slowdowns or stoppage against the Borrower or any of its Subsidiaries pending or, to the knowledge of Holdings orany Responsible Officer of the Borrower, threatenedthreatened, in writing against Holdings,each case where any of the foregoing could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The hours worked by and payments made to employees of the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable federal, state, provincial, local or foreign law dealing with such matters, except where such violation, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. All payments due from the Borrower or any other Restricted Subsidiary, # no strike, lockout or work stoppage in existence or, to the knowledge of Holdings or the Borrower, threatened in writing involving Holdings,for which any claim may be made against the Borrower or any Subsidiary, on account of wages and employee health and welfare insurance and other Restricted Subsidiary and #benefits, have been paid or accrued as a liability on the books of the Borrower or such Subsidiary, except where the failure to do the knowledgesame, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The consummation of Holdingsthe transactions contemplated hereby will not give rise to any right of termination or right of renegotiation on the Borrower, nopart of any union organizing activity exists or is taking place with respectunder any collective bargaining agreement to the employees of Holdings,which the Borrower or any other Restricted Subsidiary.of its Subsidiaries is a party.

Employee Matters. NoneNeither Holdings nor any of Holdings, the Borrower or any other Restricted Subsidiaryits Subsidiaries is engagedinvolved in any unfair labor practice that,dispute, except where the dispute would not, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, there is # no unfair labor practice complaint pending or,nor, to the knowledge of Holdings orand the Borrower, threatenedis any such dispute threatened. Neither Holdings nor any of its Subsidiaries has been in writing against Holdings,violation of the BorrowerFair Labor Standards Act or any other Restricted Subsidiary before the National Labor Relations Board, # no grievanceapplicable U.S. or arbitration proceeding arising out of or under any collective bargaining agreement that is pending or,non-U.S. legal requirements related to the knowledge of Holdingshours worked by and payments made to their employees, except for such violations as would not, individually or in the Borrower, threatened in writing against Holdings, the Borrower or any other Restricted Subsidiary, # no strike, lockout or work stoppage in existence or,aggregate, reasonably be expected to the knowledge of Holdings or the Borrower, threatened in writing involving Holdings, the Borrower or any other Restricted Subsidiary and # to the knowledge of Holdings or the Borrower, no union organizing activity exists or is taking place with respect to the employees of Holdings, the Borrower or any other Restricted Subsidiary.have a Material Adverse Effect.

EmployeeSECTION # Labor Matters. None ofThere are no strikes pending or threatened against Holdings, the Borrower or any other Restricted Subsidiary is engaged in any unfair labor practiceof the Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except as couldThe hours worked and payments made to employees of Holdings, the Borrower and the Subsidiaries have not reasonablybeen in violation in any material respect of the Fair Labor Standards Act or any other applicable law dealing with such matters. All material payments due from Holdings, the Borrower or any of the Subsidiaries or for which any claim may be expected to have a Material Adverse Effect, there is # no unfair labor practice complaint pending or, to the knowledge of Holdings or the Borrower, threatened in writingmade against Holdings, the Borrower or any of the Subsidiaries, on account of wages and employee health and welfare insurance and other Restrictedbenefits have been paid or accrued as a liability on the books of Holdings, the Borrower or such Subsidiary beforeto the National Labor Relations Board, # no grievanceextent required by GAAP. The consummation of the Transactions will not give rise to a right of termination or arbitration proceeding arising outright of orrenegotiation on the part of any union under any collective bargaining agreement that is pending or, to the knowledge of Holdings or the Borrower, threatened in writing againstwhich Holdings, the Borrower or any other Restricted Subsidiary, # no strike, lockoutof the Subsidiaries (or any predecessor) is a party or work stoppage in existence or, to the knowledge of Holdings or the Borrower, threatened in writing involvingby which Holdings, the Borrower or any of the Subsidiaries (or any predecessor) is bound, other Restricted Subsidiary and #than collective bargaining agreements that, individually or in the aggregate, are not material to the knowledge of Holdings or the Borrower, no union organizing activity exists or is taking place with respect to the employees of Holdings, the Borrower or any other Restricted Subsidiary.and the Subsidiaries, taken as a whole.

Employee and Labor Matters. None of Holdings, the Borrower or any other Restricted Subsidiary is engaged in any unfair labor practice that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, thereThere is # no unfair labor practice complaint pending or, to the knowledge of HoldingsParent or theany Borrower, threatened in writing against Holdings, the BorrowerParent or any otherof its Restricted SubsidiarySubsidiaries before the National Labor Relations Board, #any Governmental Authority and no grievance or arbitration proceeding arisingpending or, to the knowledge of Parent or any Restricted Subsidiary, threatened in writing against Parent or any of its Restricted Subsidiaries which arises out of or under any collective bargaining agreement and that iscould, in each case and individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, # no strike, slowdown, work stoppage or similar action pending or, to the knowledge of HoldingsParent or the Borrower,any Restricted Subsidiary, threatened in writing against Holdings, the BorrowerParent or any otherof its Restricted Subsidiary, # no strike, lockoutSubsidiaries that could reasonably be expected to result in a Material Adverse Effect, or work stoppage in existence or, to the knowledge of Holdings or the Borrower, threatened in writing involving Holdings, the Borrower or any other Restricted Subsidiary and # to the knowledge of HoldingsParent and each Restricted Subsidiary, no union representation question existing with respect to the employment by Parent or the Borrower,its Restricted Subsidiaries of employees of Parent or any of its Restricted Subsidiaries and no union organizing activity exists or is taking place with respect to the employment by Parent or its Restricted Subsidiaries of any of the employees of Holdings, the BorrowerParent or any otherof its Restricted Subsidiary.Subsidiaries, in each case except to the extent the same, individually or in the aggregate, could not reasonably be expect to have a Material Adverse Effect.

Employee and Labor Matters. None of Holdings, the Borrower or any other Restricted Subsidiary is engaged in any unfair labor practice that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, thereThere is # no unfair labor practice complaint pending or, to the knowledge of Holdings or theany Borrower, threatened in writing against Holdings, theany Borrower or its Subsidiaries before any other Restricted Subsidiary before the National Labor Relations Board, #Governmental Authority and no grievance or arbitration proceeding arisingpending or, to the knowledge of any Borrower, threatened in writing against any Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that iscould reasonably be expected to result in a Material Adverse Effect, # no strike, labor dispute, slowdown, stoppage or similar action pending or, to the knowledge of Holdings or the Borrower,Borrowers, threatened in writing against Holdings, theany Borrower or any other Restricted Subsidiary, # no strike, lockoutits Subsidiaries that could reasonably be expected to result in a Material Adverse Effect, or work stoppage in existence or, to the knowledge of Holdings or the Borrower, threatened in writing involving Holdings, the Borrower or any other Restricted Subsidiary and # to the knowledge of Holdings or theany Borrower, no union organizing activity exists or is taking placeelection petition pending with respect to the employees of Holdings, theany Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Borrower or its Subsidiaries, in each case in connection with their employment by any Borrower or its Subsidiaries. Since January 1, 2016, none of any Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Since January 1, 2016, the hours worked and payments made to employees of each Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Borrower and its Subsidiaries on account of wages and employee health and welfare insurance and other Restricted Subsidiary.benefits have been paid or accrued as a liability on the books of Borrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.