WITHOUT THE PRIOR CONSENT OF LENDER.
5.1.18.
CONFIRMATION OF REPRESENTATIONS.
BORROWER SHALL DELIVER,
IN CONNECTION WITH ANY SECURITIZATION, (A) ONE OR MORE OFFICER'S CERTIFICATES
CERTIFYING AS TO THE ACCURACY OF ALL REPRESENTATIONS MADE BY BORROWER IN THE
LOAN DOCUMENTS AS OF THE DATE OF THE CLOSING OF SUCH SECURITIZATION IN ALL
RELEVANT JURISDICTIONS, AND (B) CERTIFICATES OF THE RELEVANT GOVERNMENTAL
AUTHORITIES IN ALL RELEVANT JURISDICTIONS INDICATING THE GOOD STANDING AND
QUALIFICATION OF EACH BORROWER PARTY AS OF THE DATE OF THE SECURITIZATION.
5.1.19.
EMPLOYEE BENEFITS.
BORROWER SHALL, AND SHALL USE ITS
REASONABLE BEST EFFORTS TO CAUSE EACH OF ITS ERISA AFFILIATES TO:
(A)
PAY AND DISCHARGE PROMPTLY ANY LIABILITY
IMPOSED UPON IT PURSUANT TO THE PROVISIONS OF TITLE IV OF ERISA; PROVIDED,
HOWEVER, THAT NEITHER BORROWER NOR ANY ERISA AFFILIATE SHALL BE REQUIRED TO PAY
ANY SUCH LIABILITY IF (1) THE AMOUNT, APPLICABILITY OR VALIDITY THEREOF SHALL BE
DILIGENTLY CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS, AND (2) SUCH
PERSON SHALL HAVE SET ASIDE ON ITS BOOKS RESERVES WHICH, IN THE OPINION OF THE
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF SUCH PERSON, ARE ADEQUATE WITH
RESPECT THERETO;
(B)
DELIVER TO LENDER, PROMPTLY AND IN ANY EVENT
WITHIN FIVE (5) BUSINESS DAYS AFTER (OR WITHIN SUCH OTHER TIME PERIOD SPECIFIED)
(I) THE OCCURRENCE OF ANY REPORTABLE EVENT, A COPY OF THE MATERIALS THAT ARE
FILED WITH THE PBGC, OR THE MATERIALS THAT WOULD HAVE BEEN REQUIRED TO BE FILED
IF THE 30-DAY NOTICE REQUIREMENT TO THE PBGC WAS NOT WAIVED, (II) BORROWER OR
ANY ERISA AFFILIATE OR AN ADMINISTRATOR OF ANY PENSION PLAN FILES WITH
PARTICIPANTS, BENEFICIARIES OR THE PBGC A NOTICE OF INTENT TO TERMINATE ANY SUCH
PENSION PLAN, A COPY OF ANY SUCH NOTICE, (III) WITHIN FIVE (5) BUSINESS DAYS,
THE RECEIPT OF NOTICE BY BORROWER OR ANY ERISA AFFILIATE OR AN ADMINISTRATOR OF
ANY PENSION PLAN FROM THE PBGC OF THE PBGC'S INTENTION TO TERMINATE ANY PENSION
PLAN OR TO APPOINT A TRUSTEE TO ADMINISTER ANY SUCH PENSION PLAN, A COPY OF SUCH
NOTICE, (IV) WITHIN THIRTY (30) DAYS AFTER, THE FILING THEREOF WITH THE INTERNAL
REVENUE SERVICE, COPIES OF EACH ANNUAL REPORT THAT IS FILED ON TREASURY FORM
5500 WITH RESPECT TO ANY PENSION PLAN, TOGETHER WITH CERTIFIED FINANCIAL
STATEMENTS (IF ANY) FOR THE PENSION PLAN AND ANY ACTUARIAL STATEMENTS ON
SCHEDULE B TO SUCH FORM 5500, (V) FIVE (5) BUSINESS DAYS AFTER, BORROWER OR ANY
ERISA AFFILIATE KNOWS OR HAS REASON TO KNOW OF ANY EVENT OR CONDITION WHICH
MIGHT CONSTITUTE GROUNDS UNDER THE PROVISIONS OF SECTION 4042 OF ERISA FOR THE
TERMINATION OF (OR THE APPOINTMENT OF A TRUSTEE TO ADMINISTER) ANY PENSION PLAN,
AN EXPLANATION OF SUCH EVENT OR CONDITION, (VI) THE RECEIPT BY BORROWER OR ANY
ERISA AFFILIATE OF AN ASSESSMENT OF WITHDRAWAL LIABILITY UNDER SECTION 4201 OF
ERISA FROM A MULTIEMPLOYER PLAN, A COPY OF SUCH ASSESSMENT, (VII) WITHIN FIVE
(5) BUSINESS DAYS, BORROWER OR ANY ERISA AFFILIATE KNOWS OR HAS REASON TO KNOW
OF ANY EVENT OR CONDITION WHICH MIGHT CAUSE ANY