any interest in real property or otherwise. No material litigation or proceeding arising under, relating to or in connection with any Environmental Law or Environmental Permit is pending or, to
the knowledge of each Loan Party and each Subsidiary thereof, threatened, against any Loan Party or any Subsidiary thereof, any real property in which any Loan Party or any Subsidiary thereof holds or has held an interest or any past or present
operation of any Loan Party or any Subsidiary thereof. No release, threatened release or disposal of hazardous waste, solid waste or other wastes is occurring, or has occurred (other than those that are currently being remediated in accordance with
Environmental Laws), on, under or to any real property in which any Loan Party or any Subsidiary thereof holds any interest or performs any of its operations, in material violation of or which result in material liability under any Environmental
Law. As used in this Section 5.08, litigation or proceeding means any demand, claim, notice, suit, suit in equity, action, administrative action, investigation or inquiry whether brought by any Governmental Authority or
private Person, or otherwise.
5.09 Locations. As of the Closing Date, the Loan Parties have places of business or maintain their
accounts, inventory and equipment at the locations (including third party locations) set forth on Schedule 5.09 hereto, and each Loan Partys chief executive office is set forth on Schedule 5.09 hereto. Schedule 5.09 hereto
further specifies whether each location, as of the Closing Date, (a) is owned by the Loan Parties, or (b) is leased by a Loan Party from a third party, and, if leased by a Loan Party from a third party, if a landlords waiver has been
requested. As of the Closing Date, Schedule 5.09 hereto correctly identifies the name and address of each third party location where a material portion of the assets of the Loan Parties are located.
5.10 Continued Business. There exists no actual, pending, or, to each Loan Partys and each of their Subsidiaries knowledge,
any threatened termination, cancellation or limitation of, or any modification or change in the business relationship of any Loan Party or any Subsidiary thereof and any customer or supplier, or any group of customers or suppliers, whose purchases
or supplies, individually or in the aggregate, are material to the business of any Loan Party or any Subsidiary, and there exists no present condition or state of facts or circumstances that would prevent a Loan Party or a Subsidiary from conducting
such business or the transactions contemplated by this Agreement in substantially the same manner in which it was previously conducted.
5.11 Employee Benefits Plans.
(a) US Employee Benefit Plans. Schedule 5.11 hereto identifies each Plan as of the Closing Date. No ERISA Event has occurred or
is expected to occur with respect to a Plan. Full payment has been made of all amounts that the Borrower and each ERISA Affiliate is required, under applicable Laws or under the governing documents, to have paid as a contribution to or a benefit
under each Plan. The liability of the Borrower and each ERISA Affiliate with respect to each Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial
statements. No changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under any Plan. With respect to each Plan that is intended to be qualified under Code Section 401(a),
(a) the Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the Plan and any associated trust have been amended to