TIME WHEN MADE OR DELIVERED.
3.22
REPRESENTATIONS AND WARRANTIES INCORPORATED FROM
RELATED AGREEMENTS.
EACH OF THE REPRESENTATIONS AND WARRANTIES MADE IN EACH OF
THE RELATED AGREEMENTS BY THE BORROWER AND ITS SUBSIDIARIES AND, TO THE
KNOWLEDGE OF THE BORROWER, BY EACH OF THE OTHER PARTIES THERETO WAS TRUE AND
CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATE SUCH REPRESENTATIONS AND
WARRANTIES WERE MADE, EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS OR
WARRANTIES RELATE TO A SPECIFIC DATE, IN WHICH CASE SUCH REPRESENTATIONS AND
WARRANTIES WERE TRUE AS OF SUCH EARLIER DATE, AND SUCH REPRESENTATIONS AND
WARRANTIES ARE HEREBY INCORPORATED HEREIN BY REFERENCE WITH THE SAME EFFECT AS
THOUGH SET FORTH IN THEIR ENTIRETY HEREIN, AS QUALIFIED THEREIN.
3.23
ACTIVITIES OF BORROWER.
THE BORROWER WAS FORMED
FOR THE SOLE PURPOSE OF ACQUIRING AND HOLDING ALL OF THE OUTSTANDING EQUITY
SECURITIES OF WOODCRAFT AND, EXCEPT FOR THE FOREGOING, THE BORROWER HAS
CONDUCTED NO BUSINESS ACTIVITIES, ENTERED INTO NO TRANSACTIONS, INCURRED NO
LIABILITY AND TAKEN NO ACTIONS, DIRECTLY OR INDIRECTLY, THAT WOULD HAVE VIOLATED
SECTION 5.12 OF THIS AGREEMENT.
3.24
HIGH YIELD UNSECURED DOCUMENTS.
THE OBLIGATIONS
ARE PERMITTED AND CONSTITUTE "SENIOR INDEBTEDNESS" UNDER THE TERMS OF THE HIGH
YIELD UNSECURED DOCUMENTS.
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE
BORROWER OF THIS AGREEMENT, AND BY THE BORROWER AND ITS SUBSIDIARIES OF ANY
OTHER LOAN DOCUMENT AND RELATED AGREEMENT TO WHICH SUCH PERSON IS PARTY, DO NOT
AND WILL NOT CONFLICT WITH OR RESULT IN ANY MATERIAL BREACH OR CONTRAVENTION OF,
OR RESULT IN THE CREATION OF ANY LIEN OR DEFAULT OR EVENT OF DEFAULT UNDER, ANY
OF THE HIGH YIELD UNSECURED DOCUMENTS.
NONE OF THE HIGH YIELD UNSECURED
DOCUMENTS PROHIBITS OR OTHERWISE RESTRICTS IN ANY MANNER THE MAKING OF ANY
PAYMENTS HEREUNDER BY THE BORROWER OR ANY OF ITS SUBSIDIARIES.
THE HIGH YIELD
UNSECURED OFFERING WAS MADE IN COMPLIANCE WITH ALL REQUIREMENTS OF LAW,
INCLUDING, WITHOUT LIMITATION, THE TRUST INDENTURE ACT OF 1939 (15 U.S.C.
§§ 77AAA-77BBBB), AS AMENDED.
3.25
FOREIGN ASSETS CONTROL REGULATIONS AND ANTI-MONEY
LAUNDERING.
(A)
OFAC.
NEITHER BORROWER NOR ANY SUBSIDIARY
OF BORROWER (I) IS A PERSON WHOSE PROPERTY OR INTEREST IN PROPERTY IS BLOCKED OR
SUBJECT TO BLOCKING PURSUANT TO SECTION 1 OF EXECUTIVE ORDER 13224 OF
SEPTEMBER 23, 2001 BLOCKING PROPERTY AND PROHIBITING TRANSACTIONS WITH PERSONS
WHO COMMIT, THREATEN TO COMMIT, OR SUPPORT TERRORISM (66 FED. REG. 49079
(2001)), (II) ENGAGES IN ANY DEALINGS OR TRANSACTIONS PROHIBITED BY SECTION 2 OF
SUCH EXECUTIVE ORDER, OR IS OTHERWISE ASSOCIATED WITH ANY SUCH PERSON IN ANY
MANNER VIOLATIVE OF SECTION 2, OR (III) IS A PERSON ON THE LIST OF SPECIALLY
DESIGNATED NATIONALS AND BLOCKED PERSONS OR SUBJECT TO
26
THE LIMITATIONS OR PROHIBITIONS UNDER ANY OTHER U.S. DEPARTMENT OF TREASURY'S
OFFICE OF FOREIGN ASSETS CONTROL REGULATION OR EXECUTIVE ORDER.
(B)
PATRIOT ACT.
BORROWER AND EACH OF ITS
SUBSIDIARIES ARE IN COMPLIANCE, IN ALL MATERIAL RESPECTS, WITH THE PATRIOT ACT.
NO PART OF THE PROCEEDS OF THE LOANS WILL BE USED, DIRECTLY OR INDIRECTLY, FOR
ANY PAYMENTS TO ANY