PURSUANT TO THE COLLATERAL SECURITY AGREEMENT AND EXCEPT FOR
LIENS OF THE TYPES DESCRIBED IN CLAUSES (I) AND (VI) OF THE DEFINITION OF
"CUSTOMARY PERMITTED LIENS".
NO FILINGS OR RECORDINGS ARE REQUIRED IN ORDER TO
PERFECT THE SECURITY INTERESTS CREATED IN THE PLEDGED SECURITIES UNDER THE
COLLATERAL SECURITY AGREEMENT OTHER THAN WITH RESPECT TO FILINGS REQUIRED BY
APPLICABLE FOREIGN LAW AND UCC FINANCING STATEMENTS WITH RESPECT TO
UNCERTIFICATED PLEDGED SECURITIES.
C.
REAL ESTATE COLLATERAL.
THE MORTGAGES
CREATE, AS SECURITY FOR THE OBLIGATIONS PURPORTED TO BE SECURED THEREBY, A VALID
AND ENFORCEABLE (AND UPON THE DUE RECORDING THEREOF UNDER APPLICABLE LAW)
PERFECTED SECURITY INTEREST IN AND LIEN ON ALL OF THE MORTGAGED
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PROPERTY (INCLUDING, WITHOUT LIMITATION, ALL FIXTURES AND IMPROVEMENTS RELATING
TO SUCH MORTGAGED PROPERTY AND AFFIXED OR ADDED THERETO ON OR AFTER THE CLOSING
DATE) IN FAVOR OF THE COLLATERAL AGENT (OR SUCH OTHER AGENT OR TRUSTEE AS MAY BE
NAMED THEREIN) FOR THE BENEFIT OF THE SECURED PARTIES, SUPERIOR TO AND PRIOR TO
THE RIGHTS OF ALL THIRD PERSONS (EXCEPT THAT THE SECURITY INTEREST CREATED IN
THE MORTGAGED PROPERTY MAY BE SUBJECT TO THE PERMITTED LIENS RELATED THERETO).
AS OF THE EFFECTIVE DATE, SCHEDULE 6.21(C) CONTAINS A TRUE AND COMPLETE LIST OF
EACH PARCEL OF REAL PROPERTY OWNED OR LEASED BY THE BORROWER AND ITS
SUBSIDIARIES IN THE UNITED STATES, THE UNITED KINGDOM OR OTHER JURISDICTION IN
WHICH A MATERIAL PLANT IS LOCATED AND THE TYPE OF INTEREST THEREIN HELD BY THE
BORROWER OR SUCH SUBSIDIARY AND INDICATES FOR EACH SUCH PARCEL WHETHER IT IS A
MORTGAGED PROPERTY.
THE BORROWER OR A SUBSIDIARY OF THE BORROWER HAS GOOD AND
MARKETABLE TITLE TO ALL MORTGAGED PROPERTY FREE AND CLEAR OF ALL LIENS EXCEPT
THOSE DESCRIBED IN THE FIRST SENTENCE OF THIS SECTION 6.21(C).
14.22.
ANTI-TERRORISM LAW
A.
NEITHER BORROWER NOR, TO THE KNOWLEDGE OF
BORROWER, ANY OF ITS AFFILIATES IS IN VIOLATION OF ANY LAWS RELATING TO
TERRORISM OR MONEY LAUNDERING ("ANTI-TERRORISM LAWS"), INCLUDING EXECUTIVE ORDER
NO. 13224 ON TERRORIST FINANCING, EFFECTIVE SEPTEMBER 24, 2001 (THE "EXECUTIVE
ORDER"), AND THE UNITING AND STRENGTHENING AMERICA BY PROVIDING APPROPRIATE
TOOLS REQUIRED TO INTERCEPT AND OBSTRUCT TERRORISM ACT OF 2001, PUBLIC LAW
107-56 (AS AMENDED) (THE "PATRIOT ACT").
B.
NEITHER BORROWER NOR, TO THE ACTUAL
KNOWLEDGE OF A RESPONSIBLE OFFICER OF THE BORROWER, ANY AFFILIATE OR BROKER OR
OTHER AGENT OF BORROWER IS, ACTING OR BENEFITING IN ANY CAPACITY IN CONNECTION
WITH ANY LOANS HEREUNDER IS ANY OF THE FOLLOWING:
(A)
A PERSON THAT IS LISTED IN THE ANNEX TO, OR
IS OTHERWISE SUBJECT TO THE PROVISIONS OF, THE EXECUTIVE ORDER;
(B)
A PERSON OWNED OR CONTROLLED BY, OR ACTING
FOR OR ON BEHALF OF, ANY PERSON THAT IS LISTED IN THE ANNEX TO, OR IS OTHERWISE
SUBJECT TO THE PROVISIONS OF, THE EXECUTIVE ORDER;
(C)
A PERSON WITH WHICH ANY LENDER IS
PROHIBITED FROM DEALING OR OTHERWISE ENGAGING IN ANY TRANSACTION BY ANY
ANTI-TERRORISM LAW;
(D)
A PERSON THAT COMMITS, THREATENS OR
CONSPIRES TO COMMIT OR SUPPORTS "TERRORISM" AS DEFINED