"FAIR MARKET VALUE") EQUAL TO OR GREATER THAN
$5,000,000, UNLESS AND UNTIL THE AGGREGATE FAIR MARKET VALUE OF ALL ITEMS OF
AFTER-ACQUIRED MORTGAGE PROPERTY WITH A FAIR MARKET VALUE EQUAL TO OR GREATER
THAN $5,000,000 AND EXCLUDED PURSUANT TO THIS PARAGRAPH (D) (AND NOT GRANTED AS
SECURITY FOR THE OBLIGATIONS PURSUANT TO THE NEXT SENTENCE) IS AT LEAST
$50,000,000 IN THE AGGREGATE FOR ALL LOAN PARTIES.
ON EACH OCCASION THAT THE
FAIR MARKET VALUE OF ALL ITEMS OF AFTER-ACQUIRED MORTGAGE PROPERTY DESCRIBED IN
THE IMMEDIATELY PRECEDING SENTENCE SHALL BE AT LEAST $50,000,000, SSCC AND THE
BORROWER SHALL CREATE, OR SHALL CAUSE TO BE CREATED, SECURITY INTERESTS ON ALL
SUCH PROPERTY (AND NOT MERELY THE PORTION OF THE PROPERTY IN EXCESS OF
$50,000,000) TO SECURE THE OBLIGATIONS (AND THEREAFTER, SUCH PROPERTY SHALL BE
DISREGARDED FOR PURPOSES OF THE CALCULATION UNDER THE IMMEDIATELY PRECEDING
SENTENCE).
87
SECTION 5.10. INFORMATION REGARDING COLLATERAL; DEPOSIT ACCOUNTS.
(A) FURNISH
TO THE ADMINISTRATIVE AGENT PROMPT WRITTEN NOTICE OF ANY CHANGE IN (I) THE LEGAL
NAME OF ANY LOAN PARTY, AS SET FORTH IN ITS ORGANIZATIONAL DOCUMENTS, (II) THE
JURISDICTION OF ORGANIZATION OR THE FORM OF ORGANIZATION OF ANY LOAN PARTY
(INCLUDING AS A RESULT OF ANY MERGER OR CONSOLIDATION), (III) THE LOCATION OF
THE CHIEF EXECUTIVE OFFICE OF ANY LOAN PARTY OR (IV) THE ORGANIZATIONAL
IDENTIFICATION NUMBER, IF ANY, OR, WITH RESPECT TO ANY LOAN PARTY ORGANIZED
UNDER THE LAWS OF A JURISDICTION THAT REQUIRES SUCH INFORMATION TO BE SET FORTH
ON THE FACE OF A UNIFORM COMMERCIAL CODE FINANCING STATEMENT, THE FEDERAL
TAXPAYER IDENTIFICATION NUMBER OF SUCH LOAN PARTY.
THE BORROWER AGREES NOT TO
EFFECT OR PERMIT ANY CHANGE REFERRED TO IN THE PRECEDING SENTENCE UNLESS ALL
FILINGS HAVE BEEN MADE UNDER THE UNIFORM COMMERCIAL CODE OR OTHERWISE THAT ARE
REQUIRED IN ORDER FOR THE ADMINISTRATIVE AGENT TO CONTINUE AT ALL TIMES
FOLLOWING SUCH CHANGE TO HAVE A VALID, LEGAL AND PERFECTED SECURITY INTEREST IN
ALL THE COLLATERAL OWNED BY SUCH LOAN PARTY.
(B) FURNISH TO THE ADMINISTRATIVE AGENT PROMPT WRITTEN NOTICE OF (I) THE
ACQUISITION BY ANY LOAN PARTY OF, OR ANY REAL PROPERTY OTHERWISE BECOMING, A
PROPERTY THAT IS REQUIRED TO BECOME A MORTGAGED PROPERTY AFTER THE FUNDING DATE
AND (II) THE ACQUISITION BY ANY LOAN PARTY OF ANY OTHER MATERIAL ASSETS AFTER
THE FUNDING DATE, OTHER THAN ANY ASSETS CONSTITUTING COLLATERAL UNDER THE
SECURITY DOCUMENTS IN WHICH THE ADMINISTRATIVE AGENT SHALL HAVE A VALID, LEGAL
AND PERFECTED SECURITY INTEREST (WITH THE PRIORITY CONTEMPLATED BY THE
APPLICABLE SECURITY DOCUMENT) UPON THE ACQUISITION THEREOF.
(C) EACH YEAR, AT THE TIME OF DELIVERY OF ANNUAL FINANCIAL STATEMENTS WITH
RESPECT TO THE PRECEDING FISCAL YEAR PURSUANT TO SECTION 5.04(A), THE BORROWER
SHALL DELIVER TO THE ADMINISTRATIVE AGENT A CERTIFICATE EXECUTED BY A
RESPONSIBLE OFFICER OF THE BORROWER SETTING FORTH THE INFORMATION REQUIRED
PURSUANT TO THE PERFECTION CERTIFICATE OR CONFIRMING THAT THERE HAS BEEN NO
CHANGE IN SUCH INFORMATION SINCE THE DATE OF THE PERFECTION CERTIFICATE
DELIVERED ON THE FUNDING DATE OR THE DATE OF THE MOST