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 TRUSTEE AS MAY BE NAMED THEREIN)
FOR THE BENEFIT OF THE SECURED PARTIES UNDER THE SECURITY AGREEMENT, SUPERIOR TO
AND PRIOR TO THE
86
RIGHTS OF ALL THIRD PERSONS (EXCEPT THAT THE SECURITY INTEREST CREATED IN THE
MORTGAGED PROPERTY MAY BE SUBJECT TO THE PERMITTED LIENS RELATED THERETO) AND
SUBJECT TO NO OTHER LIENS (OTHER THAN LIENS PERMITTED UNDER SECTION 8.1).
SCHEDULE 6.21(C) CONTAINS A TRUE AND COMPLETE LIST AS OF THE CLOSING DATE OF (X)
EACH PARCEL OF REAL PROPERTY OF EACH BORROWER AND EACH RESTRICTED SUBSIDIARY
WITH AN ESTIMATED FAIR MARKET VALUE IN EXCESS OF $1,000,000, (Y) THE TYPE OF
INTEREST IN SUCH PARCEL OF REAL PROPERTY HELD BY SUCH BORROWER OR SUCH
RESTRICTED SUBSIDIARIES AND (Z) WHETHER OR NOT SUCH PARCEL OF REAL PROPERTY IS
MORTGAGED PROPERTY.
EACH BORROWER AND EACH RESTRICTED SUBSIDIARY 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).
(D)
ELIGIBLE RECEIVABLES AND ELIGIBLE INVENTORY.
EACH RECEIVABLE
INCLUDED IN THE NET RECEIVABLES BALANCE IS, TO THE BEST OF EACH CREDIT PARTY'S
KNOWLEDGE, AN ELIGIBLE RECEIVABLE, AND ALL INVENTORY INCLUDED IN THE CALCULATION
OF THE BORROWING BASE CONSTITUTES, TO THE BEST OF EACH CREDIT PARTY'S KNOWLEDGE,
ELIGIBLE INVENTORY.
(E)
LOCK-BOX ARRANGEMENTS.
ALL LOCK-BOX BANKS (NAMES AND ADDRESSES),
LOCK-BOX NUMBERS AND LOCK-BOX ACCOUNT NUMBERS ARE LISTED ON EXHIBIT 1.1(B) OR
DESCRIBED IN A NOTICE PROVIDED PURSUANT TO SECTION 11.1.
THE FUNDS
ADMINISTRATOR HAS SENT A COPY OF ALL LOCK-BOX LETTERS TO THE COLLATERAL AGENT
AND ADMINISTRATIVE AGENT.
NO CREDIT PARTY HAS GRANTED ANY INTEREST IN ANY
LOCK-BOX OR LOCK-BOX ACCOUNT TO ANY PERSON OTHER THAN THE COLLATERAL AGENT (OR
EXCEPT AS PERMITTED BY SECTION 8.1(I) HEREOF) AND, UPON DELIVERY TO A LOCK-BOX
BANK OF THE RELATED LOCK-BOX LETTER, THE COLLATERAL AGENT WILL HAVE EXCLUSIVE
OWNERSHIP AND CONTROL OF THE LOCK-BOX ACCOUNT AND/OR LOCK-BOX AT SUCH LOCK-BOX
BANK.
(F)
DEPOSIT ACCOUNTS.
ALL DOMESTIC DEPOSIT ACCOUNTS AND DISBURSEMENT
ACCOUNTS OF BORROWERS AND THEIR RESTRICTED SUBSIDIARIES WHOSE BALANCES EXCEED
$100,000 AS OF THE CLOSING DATE ARE LISTED ON SCHEDULE 6.21(F).
NO BORROWER AND
NO SUBSIDIARY OF A BORROWER HAS GRANTED ANY INTEREST IN ANY SUCH DEPOSIT ACCOUNT
OR DISBURSEMENT ACCOUNT TO ANY PERSON OTHER THAN PURSUANT TO THE SECURITY
DOCUMENTS OR THE TERM SECURITY DOCUMENTS.
6.22
ASBESTOS MATTERS.
NO BORROWER AND NO SUBSIDIARY OF A BORROWER (A)
MANUFACTURES, PRODUCES OR SELLS ANY PRODUCT CONTAINING ASBESTOS; OR (B) HAS
MANUFACTURED, PRODUCED OR SOLD ANY PRODUCT CONTAINING ASBESTOS PRIOR TO THE
CLOSING DATE WHICH WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
6.23
USE OF PROCEEDS.
ALL PROCEEDS OF THE LOANS SHALL BE USED:
(I) TO
REFINANCE ALL OUTSTANDING OBLIGATIONS UNDER THE EXISTING REVOLVING CREDIT
AGREEMENT AND TO PAY FEES AND EXPENSES RELATED TO SUCH REFINANCING, (II) FOR
WORKING CAPITAL AND (III) FOR GENERAL CORPORATE