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 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 BORROWER AND ITS RESTRICTED SUBSIDIARIES
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 BORROWER OR SUCH RESTRICTED
SUBSIDIARIES AND (Z) WHETHER OR NOT SUCH PARCEL OF REAL PROPERTY IS MORTGAGED
PROPERTY.
BORROWER OR SUCH RESTRICTED SUBSIDIARIES HAVE 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).
63
6.22
ASBESTOS MATTERS.
Neither the Borrower nor any Subsidiary of the Borrower (a) manufactures,
produces or sells any product containing asbestos; or (b) has manufactured,
produced or sold any product containing asbestos prior to the Effective Date
which would reasonably be expected to have a Material Adverse Effect.
6.23
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.
(B)
NEITHER BORROWER NOR, TO THE KNOWLEDGE OF 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 "SPECIALLY DESIGNATED NATIONAL AND
BLOCKED PERSON" ON THE MOST CURRENT LIST PUBLISHED BY THE USA TREASURY
DEPARTMENT OFFICE OF FOREIGN ASSETS CONTROL ("OFAC") AT ITS OFFICIAL WEBSITE OR
ANY REPLACEMENT WEBSITE OR OTHER REPLACEMENT OFFICIAL PUBLICATION OF SUCH LIST.
(C)
NEITHER BORROWER NOR, TO THE KNOWLEDGE OF BORROWER, ANY BROKER OR
OTHER AGENT OF BORROWER, IS ACTING IN ANY CAPACITY IN CONNECTION WITH