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
97
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).
6.22
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:
(I)
A PERSON THAT IS LISTED IN THE ANNEX TO, OR IS OTHERWISE SUBJECT
TO THE PROVISIONS OF, THE EXECUTIVE ORDER;
(II)
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;
(III)
A PERSON WITH WHICH ANY LENDER IS PROHIBITED FROM DEALING OR
OTHERWISE ENGAGING IN ANY TRANSACTION BY ANY ANTI-TERRORISM LAW;
(IV)
A PERSON THAT COMMITS, THREATENS OR CONSPIRES TO COMMIT OR
SUPPORTS "TERRORISM" AS DEFINED IN THE EXECUTIVE ORDER; OR
(V)
A PERSON THAT IS NAMED AS A