of any nature has been issued by any court or
other Governmental Authority purporting to enjoin or restrain the execution,
delivery or performance of this Agreement or any other Loan Document, or
directing that the transactions provided for herein or therein not be
consummated as herein or therein provided.
6.6
No Default.
No Default or Event of Default
exists or would be reasonably expected to result from the incurring of any
Obligations by the Borrower.
No "Default" or "Event of Default" (as those terms
are defined in the First Lien Credit Agreement, the Existing Term Loan Agreement
or the Senior Notes Indenture) exists under the First Lien Credit Agreement, the
Existing Term Loan Agreement or the Senior Notes Indenture, respectively.
59
Neither the Borrower nor any Subsidiary is in default under or with respect to
any other Contractual Obligation in any respect which, individually or together
with all such defaults, would reasonably be expected to have a Material Adverse
Effect.
6.7
ERISA Compliance.
Except as specifically
disclosed in Schedule 6.7:
(A)
EACH PLAN IS IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH THE APPLICABLE PROVISIONS OF ERISA, THE CODE AND OTHER FEDERAL OR
STATE LAW.
EACH PLAN THAT IS INTENDED TO BE QUALIFIED UNDER CODE
SECTION 401(A) IS EITHER (I) A PROTOTYPE PLAN ENTITLED TO RELY ON THE OPINION
LETTER ISSUED BY THE IRS AS TO THE QUALIFIED STATUS OF SUCH PLAN UNDER
SECTION 401 OF THE CODE TO THE EXTENT PROVIDED IN REVENUE PROCEDURE 2005-16, OR
(II) THE RECIPIENT OF A DETERMINATION LETTER FROM THE IRS TO THE EFFECT THAT
SUCH PLAN IS QUALIFIED, AND THE PLANS AND TRUSTS RELATED THERETO ARE EXEMPT FROM
FEDERAL INCOME TAXES UNDER SECTIONS 401(A) AND 501(A), RESPECTIVELY, OF THE
CODE.
TO THE BEST KNOWLEDGE OF THE LOAN PARTIES, NOTHING HAS OCCURRED WHICH
WOULD CAUSE THE LOSS OF SUCH QUALIFICATION.
THE BORROWER, EACH OF ITS
SUBSIDIARIES AND EACH ERISA AFFILIATE HAVE MADE ALL REQUIRED CONTRIBUTIONS TO
ANY PLAN SUBJECT TO SECTION 412 OF THE CODE, AND NO APPLICATION FOR A FUNDING
WAIVER OR AN EXTENSION OF ANY AMORTIZATION PERIOD PURSUANT TO SECTION 412 OF THE
CODE HAS BEEN MADE WITH RESPECT TO ANY PLAN.
(B)
THERE ARE NO PENDING OR, TO THE BEST
KNOWLEDGE OF THE LOAN PARTIES, THREATENED CLAIMS, ACTIONS OR LAWSUITS, OR ACTION
BY ANY GOVERNMENTAL AUTHORITY, WITH RESPECT TO ANY PLAN WHICH HAS RESULTED OR
WOULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
THERE HAS
BEEN NO PROHIBITED TRANSACTION OR VIOLATION OF THE FIDUCIARY RESPONSIBILITY
RULES WITH RESPECT TO ANY PLAN WHICH HAS RESULTED OR COULD REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(C)
(I) NO ERISA EVENT HAS OCCURRED OR IS
REASONABLY EXPECTED TO OCCUR; (II) NO PENSION PLAN HAS ANY UNFUNDED PENSION
LIABILITY; (III) NEITHER THE BORROWER NOR ANY ERISA AFFILIATE HAS INCURRED, OR
REASONABLY EXPECTS TO INCUR, ANY LIABILITY UNDER TITLE IV OF ERISA WITH RESPECT
TO ANY PENSION PLAN (OTHER THAN PREMIUMS DUE AND NOT DELINQUENT UNDER
SECTION 4007 OF ERISA);