5.04 Litigation and Administrative Proceedings. Except as disclosed on Schedule
5.04 hereto, there are (a) no lawsuits, actions, investigations, examinations or other proceedings pending or threatened against any Loan Party or any of their Subsidiaries, or in respect of which any Loan Party or any of their Subsidiaries
may have any liability, in any court or before or by any Governmental Authority, arbitration board or other tribunal, (b) no orders, writs, injunctions, judgments, or decrees of any court or Governmental Authority to which any Loan Party or any
of their Subsidiaries is a party or by which the property or assets of any Loan Party or any of their Subsidiaries are bound, and (c) no grievances, disputes, or controversies outstanding with any union or other organization of the employees of
any Loan Party or any of their Subsidiaries, or threats of work stoppage, strike, or pending demands for collective bargaining, that, as to (a) through (c) above, if violated or determined adversely, either individually or in the
aggregate, would have a Material Adverse Effect.
5.05 Title to Assets. Each Loan Party and each of their Subsidiaries has good
title to and ownership of all material property it purports to own, which property is free and clear of all Liens, except those permitted under Section 7.01 hereof. As of the Closing Date, the Loan Parties and their Subsidiaries own the
real property listed on Schedule 5.05 hereto.
5.06 Liens and Security Interests. On and after the Closing Date, except for
Liens permitted pursuant to Section 7.01 hereof, (a) there is and will be no financing statements or similar notice of Lien outstanding covering any personal property of any Loan Party or any Subsidiary thereof; (b) there is
and will be no mortgage or deed or hypothec outstanding covering any real property of any Loan Party or any Subsidiary thereof; and (c) no real or personal property of any Loan Party or any Subsidiary thereof is subject to any Lien of any kind.
The Administrative Agent has a valid and enforceable and, subject to the last paragraph of Section 4.01(a) perfected first-priority Lien on the Collateral (subject to the priority of any Liens permitted under Section 7.01).
No Loan Party or any Subsidiary thereof has entered into any contract or agreement (other than a contract or agreement entered into in connection with the purchase or lease of fixed assets that prohibits Liens on such fixed assets) that exists on or
after the Closing Date that would prohibit the Administrative Agent or the Lenders from acquiring a Lien on, or a collateral assignment of, any of the property or assets of any Loan Party or any Subsidiary thereof.
5.07 Tax Returns. All federal, state, provincial and local tax returns and other reports required by law to be filed in respect of the
income, business, properties and employees of each Loan Party and each of their Subsidiaries have been filed and all taxes, assessments, fees and other governmental charges that are due and payable have been paid, except as otherwise permitted
herein. The provision for taxes on the books of each Loan Party and each Subsidiary thereof is adequate for all years not closed by applicable statutes and for the current fiscal year.
5.08 Environmental Laws. Except where non-compliance, individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect, each Loan Party and each Subsidiary is in compliance with all applicable Environmental Laws, including, without limitation, all Environmental Laws in all jurisdictions in which any Loan Party or any Subsidiary thereof owns
or operates, or has owned or operated, a facility or site, arranges or has arranged for disposal or treatment of hazardous substances, solid waste or other wastes, accepts or has accepted for transport any hazardous substances, solid waste or other
wastes or holds or has held