IN FAVOR OF THE AGENT, FOR THE BENEFIT OF THE
AGENT AND LENDERS, AND SUCH SECURITIES WERE ISSUED IN COMPLIANCE WITH ALL
APPLICABLE STATE AND FEDERAL LAWS CONCERNING THE ISSUANCE OF SECURITIES.
ALL OF
THE ISSUED AND OUTSTANDING EQUITY SECURITIES OF WOODCRAFT ARE OWNED BY THE
BORROWER.
ALL OF THE ISSUED AND OUTSTANDING EQUITY SECURITIES OF PRIMEWOOD,
BRENTWOOD AND GRAND VALLEY ACQUISITION SUB ARE OWNED BY WOODCRAFT.
ALL OF THE
ISSUED AND OUTSTANDING EQUITY SECURITIES OF BORROWER ARE OWNED BY THE PERSONS
AND IN THE AMOUNTS SET FORTH ON SCHEDULE 3.2.
EXCEPT AS SET FORTH ON
SCHEDULE 3.2, THERE ARE NO PRE-EMPTIVE OR OTHER OUTSTANDING RIGHTS, OPTIONS,
WARRANTS, CONVERSION RIGHTS OR OTHER SIMILAR AGREEMENTS OR UNDERSTANDINGS FOR
THE PURCHASE OR ACQUISITION OF ANY SHARES OF CAPITAL STOCK OR OTHER SECURITIES
OF ANY SUCH ENTITY.
3.3
GOVERNMENTAL AUTHORIZATION.
NO APPROVAL,
CONSENT, EXEMPTION, AUTHORIZATION, OR OTHER ACTION BY, OR NOTICE TO, OR FILING
WITH, ANY GOVERNMENTAL AUTHORITY IS NECESSARY OR REQUIRED IN CONNECTION WITH THE
EXECUTION, DELIVERY OR PERFORMANCE BY, OR ENFORCEMENT AGAINST, THE BORROWER OR
ANY OF ITS SUBSIDIARIES OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY
RELATED AGREEMENT EXCEPT (A) FOR RECORDINGS AND FILINGS IN CONNECTION WITH THE
LIENS GRANTED TO THE AGENT UNDER THE COLLATERAL DOCUMENTS, (B) THOSE OBTAINED OR
MADE ON OR PRIOR TO THE RESTATEMENT EFFECTIVE DATE AND (C) IN THE CASE OF ANY
RELATED AGREEMENT, THOSE WHICH, IF NOT OBTAINED OR MADE, WOULD NOT REASONABLY BE
EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE
EFFECT.
3.4
BINDING EFFECT.
THIS AGREEMENT AND EACH
OTHER LOAN DOCUMENT AND RELATED AGREEMENT TO WHICH THE BORROWER OR ANY OF ITS
SUBSIDIARIES IS A PARTY CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATIONS OF
THE BORROWER AND EACH SUCH SUBSIDIARY, ENFORCEABLE AGAINST SUCH PERSON IN
ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED
BY APPLICABLE BANKRUPTCY, INSOLVENCY, OR SIMILAR LAWS AFFECTING THE ENFORCEMENT
OF CREDITORS' RIGHTS GENERALLY OR BY EQUITABLE PRINCIPLES RELATING TO
ENFORCEABILITY.
21
3.5
LITIGATION.
EXCEPT AS SPECIFICALLY
DISCLOSED IN SCHEDULE 3.5, THERE ARE NO ACTIONS, SUITS, PROCEEDINGS, CLAIMS OR
DISPUTES PENDING, OR TO THE BEST KNOWLEDGE OF THE BORROWER, THREATENED OR
CONTEMPLATED, AT LAW, IN EQUITY, IN ARBITRATION OR BEFORE ANY GOVERNMENTAL
AUTHORITY, AGAINST THE BORROWER, ANY OF ITS SUBSIDIARIES OR ANY OF THEIR
RESPECTIVE PROPERTY WHICH:
(A)
PURPORT TO AFFECT OR PERTAIN TO THIS
AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY RELATED AGREEMENT, OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY; OR
(B)
IF DETERMINED ADVERSELY TO THE BORROWER OR
ANY OF ITS SUBSIDIARIES, COULD REASONABLY BE EXPECTED TO RESULT IN EQUITABLE
RELIEF OR MONETARY JUDGMENT(S), INDIVIDUALLY OR IN THE AGGREGATE, IN EXCESS OF
$1,500,000.
No injunction, writ, temporary restraining order or any order of any nature has
been issued by any court or other Governmental Authority purporting to enjoin or
restrain the execution, delivery or performance of this Agreement, any other
Loan Document or any Related Agreement, or directing that the transactions
provided for herein or therein