Common use of Representations and Warranties of Guarantors Clause in Contracts

Representations and Warranties of Guarantors. In order to induce the Lenders to make loans to, and issue Letters of Credit for the account of, the Company pursuant to the Credit Agreement, each Guarantor represents and warrants as of the Closing Date, each Funding Date, the date of issuance of each Letter of Credit or the date it becomes a party to this Guaranty that (in each case as and to the extent set forth below): (a) such Guarantor (i) is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has all requisite organizational power and authority to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted and (iii) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, in each case, except to the extent that such failure has not had and will not have a Material Adverse Effect; (b) such Guarantor has all requisite organizational power and authority to enter into this Guaranty and each other Loan Document to which it is a party and to carry out the transactions contemplated hereby and thereby and the execution, delivery and performance of this Guaranty and each other Loan Document to which it is a party has been duly authorized by all necessary corporate or other action on the part of such Guarantor; (c) such Guarantor has duly executed and delivered this Guaranty and each other Loan Document to which it is a party, and this Guaranty and each such other Loan Document constitutes the legally valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; (d) the execution, delivery and performance by such Guarantor of this Guaranty or any other Loan Document to which it is a party and the consummation of the transactions contemplated by this Guaranty or any other Loan Document do not and will not (i) violate any provision of any material law or any material governmental rule or regulation applicable to it, the Certificate or Articles of Incorporation or Bylaws (or equivalent constitutional documents) of such Guarantor, or any material order, judgment or decree of any court or other agency of government binding on such Guarantor, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of such Guarantor, or (iii) result in or require the creation or imposition of any Lien under any such Contractual Obligation upon any of the properties or assets of such Guarantor (other than any Liens created under any of the Loan Documents in favor of Guarantied Party on behalf of Secured Parties); (e) the execution, delivery and performance by such Guarantor of this Guaranty and any other Loan Document to which it is a party and the consummation of the transactions contemplated by this Guaranty and any other Loan Document do not and will not require any recording or registration with, order, consent, approval, license, authorization or validation of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body except (i) any thereof that have been obtained or made on or prior to the Closing Date and are in full force and effect, (ii) as of the Closing Date with respect to the consummation of the Transaction, any thereof which the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect and (iii) any filings which are necessary to perfect the security interests created under the Collateral Documents; and (f) except as set forth in Schedule 5.6 of the Credit Agreement, there are no actions, suits, proceedings, arbitrations or governmental investigations (whether or not purportedly on behalf of Company or any Guarantor) at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including any Environmental Claims) that are pending or, to the knowledge of such Guarantor threatened against or affecting such Guarantor that, individually or in the aggregate (taking into account, among other things, the ability of the Company and its Subsidiaries to obtain indemnification with respect thereto) could reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect.

Representations and Warranties of Guarantors. In order to induce the Lenders to make loans toEach Guarantor hereby, separately and issue Letters of Credit for the account ofnot jointly, the Company pursuant to the Credit Agreement, each Guarantor represents and warrants as of the Closing Date, each Funding Date, the date of issuance of each Letter of Credit or the date it becomes a party to this Guaranty that (in each case as and to the extent set forth below):warrants: (a) such the Guarantor (i) is an entity duly incorporated or organized, as applicable, validly existing and in good standing under the laws Applicable Laws of its jurisdiction of or incorporation or organization, (ii) has all requisite organizational power and authority to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted and (iii) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, in each case, except to the extent that such failure has not had and will not have a Material Adverse Effectapplicable; (b) the Guarantor is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such Guarantor has all requisite organizational power and authority as to enter into require it to be so licensed or qualified, except where the failure to be so licensed or qualified would not be material to Guarantor’s ability to perform its obligations under this Guaranty and each other Loan Document to which it is a party and to carry out the transactions contemplated hereby and thereby and Article 14. (c) the execution, delivery and performance of this Guaranty and each other Loan Document to which it is a party has Article 14 have been duly authorized by all necessary corporate or other action on the part and do not contravene any provision of such Guarantor’s charter, partnership agreement, operating agreement or similar organizational documents or any Applicable Law, except where such conflict would not be material to Guarantor’s ability to perform its obligations under this Article 14; (cd) such other than any consent, approval, Order or authorization of, filing or registration with, or notification to any Governmental Authority contemplated by this Agreement as being necessary for the entry into and consummation of the transactions contemplated thereunder, all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Article 14 by Guarantor has have been obtained or made and all conditions thereof have been duly executed and delivered this Guaranty and each other Loan Document to which it is a partycomplied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Guaranty and each such other Loan Document Article 14), except for any of the foregoing, if any, if not made or obtained by Guarantor would not be material to Guarantor’s ability to perform its obligations under this Article 14; (e) this Article 14 constitutes the legally a legal, valid and binding obligation of such Guarantor, the Guarantor enforceable against such the Guarantor in accordance with its respective terms, except as may be limited by subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or limiting affecting creditors’ rights generally or by equitable principles relating to enforceability; (d) the executiongenerally, delivery and performance by such Guarantor of this Guaranty or any other Loan Document to which it is a party and the consummation of the transactions contemplated by this Guaranty or any other Loan Document do not and will not (i) violate any provision of any material law or any material governmental rule or regulation applicable to it, the Certificate or Articles of Incorporation or Bylaws (or equivalent constitutional documents) of such Guarantor, or any material order, judgment or decree of any court or other agency of government binding on such Guarantor, (ii) conflict with, result general equitable principles (whether considered in a breach of proceeding in equity or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of such Guarantor, or (iii) result in or require the creation or imposition of any Lien under any such Contractual Obligation upon any of the properties or assets of such Guarantor (other than any Liens created under any of the Loan Documents in favor of Guarantied Party on behalf of Secured Partiesat law); (e) the execution, delivery and performance by such Guarantor of this Guaranty and any other Loan Document to which it is a party and the consummation of the transactions contemplated by this Guaranty and any other Loan Document do not and will not require any recording or registration with, order, consent, approval, license, authorization or validation of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body except (i) any thereof that have been obtained or made on or prior to the Closing Date and are in full force and effect, (ii) as of the Closing Date with respect to the consummation of the Transaction, any thereof which the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect and (iii) any filings which are necessary to perfect the security interests created under the Collateral Documents; and (f) except as set forth in Schedule 5.6 of the Credit Agreement, there are no actions, suits, proceedings, arbitrations or governmental investigations (whether or not purportedly on behalf of Company or any Guarantor) at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including any Environmental Claims) that are pending or, Guarantor has the financial capacity to the knowledge of such Guarantor threatened against or affecting such Guarantor that, individually or in the aggregate (taking into account, among other things, the ability of the Company pay and perform when due its Subsidiaries to obtain indemnification with respect thereto) could reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect.obligations under this Article 14

Representations and Warranties of Guarantors. In order to induce the Lenders to make loans to, The Guarantors jointly and issue Letters of Credit for the account of, the Company pursuant to the Credit Agreement, each Guarantor represents severally represent and warrants warrant as of the Closing Date, each Funding Date, the date of issuance of each Letter of Credit or the date it becomes a party to this Guaranty that (in each case as and to the extent set forth below):follows: (a) such Each Guarantor (i) is an entity a corporation duly organizedincorporated, validly existing and in good standing under the laws of the state of its jurisdiction of organizationincorporation, (ii) has all requisite organizational power and authority to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted and (iii) is duly qualified to do business and is in good standing as a foreign corporation in every jurisdiction all states where its assets are located and wherever necessary to carry out its business and operationssuch qualification is required, in each case, except to the extent that such failure has not had and will not have a Material Adverse Effect; (b) such Guarantor has all requisite organizational necessary corporate power and authority to enter into this Guaranty Agreement and each of the other Loan Documents to which it is a party and to perform all of its obligations hereunder and thereunder. (b) Each Guarantor operates its business only under the assumed names listed on Schedule 5.1(b) of Schedule A attached to the Loan Agreement. (c) Each Guarantor has all requisite right and power and is duly authorized and empowered to enter into, execute, deliver and perform this Agreement and each other Loan Document to which it is a party and to carry out the transactions contemplated hereby and thereby and the execution, delivery and performance of this Guaranty Agreement and each other Loan Document to which it is a party has been duly authorized by all necessary corporate or other action on are the part of such Guarantor; (c) such Guarantor has duly executed and delivered this Guaranty and each other Loan Document to which it is a partylegal, and this Guaranty and each such other Loan Document constitutes the legally valid and binding obligation obligations of such Guarantor, Guarantor and are enforceable against such Guarantor in accordance with their terms. (d) The execution, delivery and performance by each Guarantor of this Agreement and the other Loan Documents to which it is a party does not and shall not (i) violate any provision of any Law, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to such Guarantor; (ii) violate any provision of its charter documents or bylaws; or (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which such Guarantor is a party or by which it or any of its assets or properties may be bound or affected; and no Guarantor is in default of any such Law, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument. (e) No consent, approval, license, exemption of or filing or registration with, giving of notice to, or other authorization of or by, any court, administrative agency or other governmental authority is or shall be required in connection with the execution, delivery or performance by any Guarantor of this Agreement or any other Loan Document for the valid consummation of the transactions contemplated hereby or thereby. (f) No event has occurred and is continuing which constitutes a Guarantor Default. There is no action, suit, proceeding or investigation pending or threatened against or affecting any Guarantor before or by any court, administrative agency or other governmental authority that brings into question the validity of the transactions contemplated hereby, or that might result in any Material Adverse Effect. (g) No Guarantor is in default in the payment of any taxes levied or assessed against it or any of its assets or properties, except for taxes being contested in good faith and by appropriate proceedings and for which adequate reserves have been made. (h) Each Guarantor has good and marketable title to its assets and properties as reflected in its financial statements furnished to Lender. (i) Each of the financial statements furnished to Lender by the Guarantors was prepared in accordance with GAAP and fairly and accurately reflects their financial condition as of the date thereof; and each Guarantor hereby certifies that there have been no Material Adverse Effects, since the date of such statements, and there are no known contingent liabilities not provided for or disclosed in such statements. (j) Neither this Agreement, the Guaranty or any statement or document referred to herein or delivered to any Secured Party or the Custodian by any Guarantor contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made herein or therein not misleading. (k) The Guarantors have good, indefeasible and merchantable title to and ownership of the Guaranty Collateral, free and clear of all Liens, except those of the Collateral Agent for the benefit of Lender. (l) All books, records and documents relating to the Guaranty Collateral are and shall be genuine and in all respects what they purport to be. (m) Each place of business of each Guarantor is only at the locations set forth in Section 5.1(n) of Schedule A attached to the Loan Agreement. No Guarantor shall begin or do business (either directly or through subsidiaries) at other locations or cease to do business at any of the above locations or at Guarantor’s principal place of business without first notifying Lender. (n) The present value of all benefits vested under all Plans of the Guarantors or any Commonly Controlled Entity (based on the assumptions used to fund the Plans) did not, as of the last annual valuation date (which in case of any Plan was not earlier than December 31, 1982) exceed the value of the assets of the Plans applicable to such vested benefits. (o) The liability to which any Guarantor or any Commonly Controlled Entity would become subject under Sections 4063 or 4064 of ERISA if such Guarantor or any Commonly Controlled Entity were to withdraw from all Multi-employer Plans or if such Multi- employer Plans were to be terminated as of the valuation date most closely preceding the date hereof, is not in excess of One Thousand Dollars ($1,000.00); (p) No Guarantor is engaged nor shall it engage, principally or as one of its important activities, in a business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulations G or X of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect. No part of the proceeds of any advances hereunder shall be used for “purchasing” or “carrying” “margin stock” as so defined or for any purpose which violates, or which would be inconsistent with, the provisions of the Regulations of such Board of Governors. If requested by Lender, each Guarantor shall furnish to Lender a statement in conformity with the requirement of Federal Reserve Form G-3 referred to in said Regulation G to the foregoing effect. All of the outstanding securities of each Guarantor have been offered, issued, sold and delivered in compliance with, or are exempt from, all federal and state laws and rules and regulations of federal and state regulatory bodies governing the offering, issuance, sale and delivery of securities. (q) No Guarantor is an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended. (r) To the best of each Guarantor’s knowledge, the land and improvements owned or leased by each Guarantor for use in its business operations (including the locations listed in Section 5.1(n) of Schedule A of the Loan Agreement) are free of dangerous levels of contaminates, oils, asbestos, radon, PCB’s, hazardous substances or waste as defined by federal, state or local environmental laws, regulations or administrative orders or other materials, the removal of which is required or the maintenance of which is prohibited, regulated or penalized by any federal, state or local governmental authority. (s) Each Guarantor is solvent, generally able to pay its obligations as they become due, has sufficient capital to carry on its business and transactions and all businesses and transactions in which it intends to engage, and the current value of each Guarantor’s assets, at fair saleable valuation, exceeds the sum of its liabilities. No Guarantor shall be rendered insolvent by the execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby and the capital remaining in each Guarantor is not now and shall not foreseeably become unreasonably small to permit such Guarantor to carry on its business and transactions and all businesses and transactions in which it is about to engage. No Guarantor intends to, nor does it reasonably believe it shall, incur debts beyond its ability to repay the same as they mature. (t) The Collateral Agent for the benefit of Lender has a perfected first priority security interest in favor of the Collateral Agent for the benefit of Lender in all of the Guarantors’ respective right, title and interest in the Guaranty Collateral, prior and superior to any other Lien, except any statutory or constitutional lien for taxes not yet due and payable. (u) There are no material actions, suits or proceedings pending, or threatened against or affecting the assets of any Guarantor or the consummation of the transactions contemplated hereby, at law, or in equity, or before or by any governmental authority or instrumentality or before any arbitrator of any kind. No Guarantor is subject to any judgment, order, writ, injunction or decree of any court or governmental agency. There is not a reasonable likelihood of an adverse determination of any pending proceeding which would, individually or in the aggregate, have a Material Adverse Effect. (v) Section 5.1(x) of Schedule A attached to the Loan Agreement correctly and completely sets forth for each Guarantor (i) its full legal name and state of organization, (ii) its Federal Tax Identification Number; (iii) its chief executive office, (iv) all prior names used in the last five (5) years (including, without limitation, such Guarantor’s predecessors in interest as a result of a merger or consolidation) and (v) the charter or other similar number for such Guarantor in its state of organization. (w) No Guarantor (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 the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order. (x) Each Guarantor is in compliance with the Patriot Act. No part of the proceeds of any of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. (y) This Security Agreement constitutes the legal, valid and binding obligations of each Guarantor enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting affecting the enforcement of creditors’ rights generally or generally, by general equitable principles relating to enforceability;(whether enforcement is sought by proceedings in equity or at law) and an implied covenant of good faith and fair dealing. (dz) the executionNo Guarantor has any Deposit Accounts, delivery and performance by such Guarantor of this Guaranty Securities Accounts, collateral accounts or any other Loan Document to which it is a party and accounts with any Person other than the consummation of the transactions contemplated by this Guaranty or any other Loan Document do not and will not Guarantor Accounts (i) violate any provision of any material law or any material governmental rule or regulation applicable to itcollectively, the Certificate or Articles of Incorporation or Bylaws “Other Accounts”). (or equivalent constitutional documentsaa) of such GuarantorEach Guarantor has the requisite licenses and permits required under applicable law to carry on its business as now being conducted in all applicable states, or any except to the extent the failure to do so does not have a material order, judgment or decree of any court or other agency of government binding adverse effect on such Guarantor, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of such Guarantor, or (iii) result in or require the creation or imposition of any Lien under any such Contractual Obligation upon any of the properties or assets ability of such Guarantor (other than any Liens created under any of the Loan Documents in favor of Guarantied Party on behalf of Secured Parties); (e) the execution, delivery and performance by such Guarantor of this Guaranty and any other Loan Document to which it is a party and the consummation of the transactions contemplated by this Guaranty and any other Loan Document do not and will not require any recording or registration with, order, consent, approval, license, authorization or validation of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body except (i) any thereof that have been obtained or made on or prior to the Closing Date and are in full force and effect, (ii) as of the Closing Date with respect to the consummation of the Transaction, any thereof which the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect and (iii) any filings which are necessary to perfect the security interests created under the Collateral Documents; and (f) except as set forth in Schedule 5.6 of the Credit Agreement, there are no actions, suits, proceedings, arbitrations or governmental investigations (whether or not purportedly on behalf of Company or any Guarantor) at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including any Environmental Claims) that are pending or, to the knowledge of such Guarantor threatened against or affecting such Guarantor that, individually or in the aggregate (taking into account, among other things, the ability of the Company and conduct its Subsidiaries to obtain indemnification with respect thereto) could reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effectbusiness.

Representations and Warranties of Guarantors. In order to induce the Lenders to make loans to, and issue Letters of Credit for the account of, the Company pursuant to the Credit Agreement, each Each Guarantor hereby represents and warrants as of to the Closing Date, each Funding DateLessor Trustee, the date of issuance of each Letter of Credit or Agent and the date it becomes a party to this Guaranty that (in each case Trust Certificate Purchasers as and to the extent set forth below):follows. (a) such Such Guarantor (i) is an entity and each of its Subsidiaries have been duly organized, are validly existing and in good standing under the laws of its the jurisdiction of organizationtheir formation, (ii) has all requisite organizational power and authority to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted and (iii) is are duly qualified to do business as a foreign corporation or limited liability company, as the case may be, and are in good standing in every jurisdiction where all jurisdictions in which failure to be so qualified would have a Material Adverse Effect on such Guarantor's or Subsidiary's business or, in the case of such Guarantor, the performance of its assets are located obligations under this Agreement, and wherever have full power and authority and all necessary licenses and permits to carry out its on their present business and operations, to own or lease their properties and, in each casethe case of such Guarantor, except to enter into and perform its obligations under this Agreement. (b) This Agreement has been duly authorized, executed and delivered by such Guarantor and constitutes the extent that legal, valid and binding obligation of such failure has Guarantor enforceable against such Guarantor in accordance with its terms. (c) The execution and delivery of this Agreement and compliance by such Guarantor with all of the provisions thereof do not had and will not contravene any law, governmental rule or regulation or any order of any court or governmental authority or agency applicable to or binding on such Guarantor or contravene the provisions of, or constitute a default under, or result in the creation of any Lien upon the property of such Guarantor under, its articles of incorporation or by-laws, or its certificate of formation or operating agreement, as the case may be, or any indenture, mortgage, contract or other agreement or instrument to which such Guarantor is a party or by which it or any of its properties may be bound or affected. (d) There are no proceedings pending or, to the knowledge of such Guarantor, threatened, and to the knowledge of such Guarantor there is no existing basis for any such proceedings, against or affecting such Guarantor or any of its Subsidiaries in any court or before any governmental authority or arbitration board or tribunal which, if adversely determined, might individually or in the aggregate have a Material Adverse Effect;Effect on properties, business, profits or condition (financial or otherwise) of such Guarantor or its Subsidiaries or impair the ability of such Guarantor to perform its obligations under this Agreement. Such Guarantor is not in default with respect to any order of any court or governmental authority or arbitration board or tribunal. (be) Neither the nature of such Guarantor, or of any of its businesses or properties, nor any relationship between such Guarantor has all requisite organizational power and authority to enter into any other Person, nor any circumstance in connection with the execution and delivery of this Guaranty and each other Loan Document to which it is a party and to carry out Agreement, nor the consummation by such Guarantor of any of the transactions contemplated hereby and thereby and by this Agreement, is such as to require a consent, approval or authorization of, or filing, registration or qualification with, any governmental authority on the part of such Guarantor in connection with the execution, delivery and performance of this Guaranty and each Agreement. (f) Neither such Guarantor nor any of its Subsidiaries is or, but for the passage of time, will be in violation in any material respect of any term of any charter instrument, by-law or other Loan Document material agreement or instrument to which it is a party has been duly authorized or by all necessary corporate or other action on the part of such Guarantor; (c) such which it may be bound. Such Guarantor has duly executed and delivered this Guaranty and each other Loan Document of its Subsidiaries is in compliance with all laws, ordinances, governmental rules and regulations to which it is a partysubject, and this Guaranty and each such other Loan Document constitutes the legally valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; (d) the execution, delivery and performance by such Guarantor of this Guaranty or any other Loan Document to which it is a party and the consummation of the transactions contemplated by this Guaranty or any other Loan Document do not and will not (i) violate any provision of any material law or any material governmental rule or regulation applicable to it, the Certificate or Articles of Incorporation or Bylaws (or equivalent constitutional documents) of such Guarantor, or any material order, judgment or decree of any court or other agency of government binding on such Guarantor, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of such Guarantor, or (iii) result in or require the creation or imposition of any Lien under any such Contractual Obligation upon any of the properties or assets of such Guarantor (other than any Liens created under any of the Loan Documents in favor of Guarantied Party on behalf of Secured Parties); (e) the execution, delivery and performance by such Guarantor of this Guaranty and any other Loan Document to which it is a party and the consummation of the transactions contemplated by this Guaranty and any other Loan Document do not and will not require any recording or registration with, order, consent, approval, license, authorization or validation of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body except (i) any thereof that have been obtained or made on or prior to the Closing Date and are in full force and effect, (ii) as of the Closing Date with respect to the consummation of the Transaction, any thereof which the failure to obtain or make could not reasonably be expected to comply with which would have a Material Adverse Effect and (iii) any filings which are necessary to perfect the security interests created under the Collateral Documents; and (f) except as set forth in Schedule 5.6 of the Credit Agreementon its operations or condition, there are no actions, suits, proceedings, arbitrations financial or governmental investigations (whether or not purportedly on behalf of Company or any Guarantor) at law or in equityotherwise, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including any Environmental Claims) that are pending or, to would impair the knowledge ability of such Guarantor threatened against or affecting such Guarantor thatto perform its obligations under this Agreement, individually or and has obtained all licenses, permits, franchises and other governmental authorizations material to the conduct of its business. (g) The consolidated financial statements provided to the Trust Certificate Purchasers by Mail-Well, and the related consolidated statements of income and retained earnings, were prepared in accordance with GAAP and fairly present the aggregate (taking into account, among other things, the ability consolidated financial condition of the Company and its Subsidiaries to obtain indemnification Mail-Well with respect thereto) to its assets, liabilities and operations. Mail-Well has no contingent liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments which could reasonably be expected to result in, either individually or in the aggregate, have a Material Adverse EffectEffect on it or any of its Subsidiaries. No event has caused a Material Adverse Effect on Mail-Well or any of its Subsidiaries since the date of the audited financial statements last delivered to the Trust Certificate Purchasers. (h) The representations and warranties of the Lessee contained in Section 3.2 of the Participation Agreement are true and correct.

Representations and Warranties of Guarantors. In order To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make loans to, and issue Letters their respective extensions of Credit for the account of, credit to the Company pursuant to the Credit Agreementthereunder, each Guarantor hereby represents and warrants as of the Closing Date, each Funding Date, the date of issuance of each Letter of Credit or the date it becomes a party to this Guaranty that (in each case as and to the extent set forth below):Administrative Agent and each Lender that: (a) such Guarantor (i) 5.1 It is an entity a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of organization, (ii) its incorporation and has all requisite organizational the corporate power and authority and the legal right to own and operate its properties and assets property, to lease the property it operates and to carry on its conduct the business in which it is currently engaged. 5.2 It is duly qualified as now conducted and as proposed to be conducted and (iii) is qualified to do business a foreign corporation and in good standing in every under the laws of each jurisdiction where its assets are located and wherever necessary to carry out ownership, lease or operation of property or the conduct or proposed conduct of its business requires such qualification and operations, is in each case, compliance with all Requirements of Law except to the extent that such the failure has to comply therewith could not had and will not reasonably be expected to have a Material Adverse Effect; (b) such Guarantor has all requisite organizational power and authority material adverse effect on its business, operations, assets or financial or other condition or on its ability to enter into perform its obligations under this Guaranty and each Agreement or the other Loan Document Credit Documents to which it is a party. 5.3 It has the corporate power and authority and the legal right to execute and deliver, and to perform its obligations under, this Agreement and the other Credit Documents to which such Guarantor is a party and to carry out grant the transactions contemplated hereby Liens granted by it pursuant to the other Credit Documents to which such Guarantor is a party, and thereby and has taken all necessary corporate action to authorize the execution, delivery and performance of this Guaranty Agreement and each the other Loan Document Credit Documents to which it such Guarantor is a party has been duly authorized and to grant the Liens granted by all necessary corporate or it pursuant to the other action on the part of such Guarantor; (c) such Guarantor has duly executed and delivered this Guaranty and each other Loan Document Credit Documents to which it is a party. (a) With respect to Holdings, Holdings owns all of the issued and outstanding shares of all classes of Capital Stock of the Company and has no direct Subsidiaries other than the Company and (b) with respect to each Subsidiary Guarantor, such Subsidiary Guarantor is a Subsidiary of Holdings. 5.5 No consent, license, permit, approval or authorization of, or filing with, or notice or report to, or registration, filing or declaration with, or other act by or in respect of, any arbitrator or Governmental Authority (other than the filing of financing statements) and no consent of any other Person (including, without limitation, any stockholder or creditor of such Guarantor), is required in connection with the execution, delivery, performance, validity or enforceability by or against such Guarantor of this Agreement and the other Credit Documents to which it is a party. 5.6 This Agreement and the other Credit Documents to which such Guarantor is a party have been duly executed and delivered on behalf of such Guarantor, and each of this Guaranty Agreement and each the other Credit Documents to which such other Loan Document Guarantor is a party constitutes the legally a legal, valid and binding obligation of such Guarantor, Guarantor enforceable against such Guarantor in accordance with its respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting affecting the enforcement of creditors’ ' rights generally or and by equitable general principles relating to enforceability;of equity. (d) the 5.7 The execution, delivery and performance by of this Agreement and the other Credit Documents to which such Guarantor of this Guaranty or any other Loan Document to which it is a party and the consummation of the transactions contemplated by this Guaranty or any other Loan Document do not and will not (i) violate any provision Requirement of any material law Law or any material governmental rule or regulation applicable to it, the Certificate or Articles of Incorporation or Bylaws (or equivalent constitutional documents) of such Guarantor, or any material order, judgment or decree of any court or other agency of government binding on such Guarantor, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of such Guarantor, or (iii) Guarantor and will not result in or require the creation or imposition of any Lien under any such Contractual Obligation upon on any of the properties or assets revenues of such Guarantor (pursuant to any Requirement of Law or Contractual Obligation other than any the Liens created under any of the Loan Documents in favor of Guarantied Party on behalf of Secured Parties); (e) the execution, delivery and performance by such Guarantor Guarantor's pledge of this Guaranty and any other Loan Document to which it is a party and the consummation Pledged Stock. 5.8 No litigation, investigation or proceeding of the transactions contemplated by this Guaranty and any other Loan Document do not and will not require any recording or registration with, order, consent, approval, license, authorization or validation of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body except (i) any thereof that have been obtained or made on or prior to the Closing Date and are in full force and effect, (ii) as of the Closing Date with respect to the consummation of the Transaction, any thereof which the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect and (iii) any filings which are necessary to perfect the security interests created under the Collateral Documents; and (f) except as set forth in Schedule 5.6 of the Credit Agreement, there are no actions, suits, proceedings, arbitrations or governmental investigations (whether or not purportedly on behalf of Company or any Guarantor) at law or in equity, or before any arbitrator or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including any Environmental Claims) that are Governmental Authority is pending or, to the knowledge of such Guarantor Guarantor, threatened by or against or affecting such Guarantor thator against any of its properties or revenues (i) with respect to this Agreement or the other Credit Documents to which such Guarantor is a party or any of the transactions contemplated hereby or thereby or (ii) which could have a material adverse effect on the business, individually operations, property or in the aggregate (taking into account, among other things, financial condition of such Guarantor and its Subsidiaries taken as a whole or on the ability of such Guarantor to perform its obligations under this Agreement or the Company other Credit Documents to which it is a party. 5.9 Such Guarantor has filed or caused to be filed all tax returns required to be filed by it, and has paid all taxes due on said returns or on any assessments made against it (other than (a) those the amount or validity of which is currently being contested in good faith by appropriate proceedings for which adequate reserves have been provided on its Subsidiaries to obtain indemnification with respect theretobooks and (b) could reasonably be expected to result inthose which, either individually or in the aggregate, are not material to such Guarantor and its Subsidiaries taken as a Material Adverse Effectwhole). Each Guarantor agrees that the foregoing representations and warranties shall be deemed to have been made by such Guarantor upon the making of each Borrowing occurring on or after the date hereof under the Credit Agreement on and as of such date as though made hereunder on and as of such date.

Representations and Warranties of Guarantors. In order to induce the Lenders to make loans to, and issue Letters of Credit for the account of, the Company pursuant to the Credit Agreement, each Each Guarantor hereby represents and warrants as of the Closing Date, each Funding Date, the date of issuance of each Letter of Credit or the date it becomes a party to this Guaranty that (in each case as and to the extent set forth below):follows: (a) such Such Guarantor (i) and each of its Subsidiaries is an entity a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of organizationits incorporation, (ii) is duly qualified to do business as a foreign corporation and is in good standing in all jurisdictions in which failure to be so qualified would have a MW 1997-1 Trust Guaranty Agreement materially adverse effect on such Guarantor's and Subsidiaries' business or, in the case of such Guarantor, the performance of its obligations under this Agreement, and has all requisite organizational full corporate power and authority to own and operate its properties all necessary licenses and assets and permits to carry on its business as now conducted and as proposed to be conducted and (iii) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its present business and operations, to own or lease its Properties and, in each casethe case of such Guarantor, except to the extent that such failure has not had enter into and will not have a Material Adverse Effect;perform its obligations under this Agreement. (b) This Agreement has been duly authorized, executed and delivered by such Guarantor has and constitutes the legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms. (c) The execution and delivery of this Agreement and compliance by such Guarantor with all requisite organizational power of the provisions thereof do not and will not contravene any law, governmental rule or regulation or any order of any court or governmental authority or agency applicable to enter into this Guaranty and each or binding on such Guarantor or contravene the provisions of, or constitute a default under, or result in the creation of any Lien upon the Property of such Guarantor under, its Articles of Incorporation or Certificate of Incorporation, as the case may be, or By-laws or any indenture, mortgage, contract or other Loan Document agreement or instrument to which it such Guarantor is a party or by which it or any of its Properties may be bound or affected. (d) There are no proceedings pending or, to the knowledge of such Guarantor, threatened, and to carry out the knowledge of such Guarantor there is no existing basis for any such proceedings, against or affecting such Guarantor or any of its Subsidiaries in any court or before any governmental authority or arbitration board or tribunal which, if adversely determined, might individually or in the aggregate materially and adversely affect the Properties, business, profits or condition (financial or otherwise) of such Guarantor or its Subsidiaries or impair the ability of such Guarantor to perform its obligations under this Agreement. Such Guarantor is not in default with respect to any order of any court or governmental authority or arbitration board or tribunal. (e) Neither the nature of such Guarantor, or of any of its businesses or Properties, nor any relationship between such Guarantor and any other Person, nor any circumstance in connection with the execution and delivery of this Agreement, nor the consummation of any of the transactions by such Guarantor contemplated hereby and thereby and by this Agreement, is such as to require a consent, approval or authorization of, or filing, registration or qualification with, any governmental authority on the part of such Guarantor in connection with the execution, delivery and performance of this Guaranty and each Agreement. (f) Neither such Guarantor nor any of its Subsidiaries is or, but for the passage of time, will be in violation in any material respect of any term of any charter instrument, by-law or other Loan Document material agreement or instrument to which it is a party has been duly authorized or by all necessary corporate or other action on the part of such Guarantor; (c) such which it may be bound. Such Guarantor has duly executed and delivered this Guaranty and each other Loan Document of its Subsidiaries is in compliance with all laws, ordinances, governmental rules and regulations to which it is subject, the failure to comply with which would have a partymaterial and adverse effect on MW 1997-1 Trust Guaranty Agreement its operations or condition, financial or otherwise, or would impair the ability of such Guarantor to perform its obligations under this Agreement, and this Guaranty has obtained all licenses, permits, franchises and each such other Loan Document constitutes governmental authorizations material to the legally valid conduct of its business. (g) The consolidated financial statements provided to the Trust Certificate Purchasers by Mail-Well, and binding obligation the related consolidated statements of such Guarantorincome and retained earnings, enforceable against such Guarantor were prepared in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; (d) GAAP and fairly present the execution, delivery and performance by such Guarantor consolidated financial condition of this Guaranty or any other Loan Document to which it is a party and the consummation of the transactions contemplated by this Guaranty or any other Loan Document do not and will not (i) violate any provision of any material law or any material governmental rule or regulation applicable to it, the Certificate or Articles of Incorporation or Bylaws (or equivalent constitutional documents) of such Guarantor, or any material order, judgment or decree of any court or other agency of government binding on such Guarantor, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of such Guarantor, or (iii) result in or require the creation or imposition of any Lien under any such Contractual Obligation upon any of the properties or assets of such Guarantor (other than any Liens created under any of the Loan Documents in favor of Guarantied Party on behalf of Secured Parties); (e) the execution, delivery and performance by such Guarantor of this Guaranty and any other Loan Document to which it is a party and the consummation of the transactions contemplated by this Guaranty and any other Loan Document do not and will not require any recording or registration with, order, consent, approval, license, authorization or validation of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body except (i) any thereof that have been obtained or made on or prior to the Closing Date and are in full force and effect, (ii) as of the Closing Date Mail-Well with respect to the consummation of the Transactionits assets, liabilities, and operations. Mail-Well has no contingent liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any thereof unfavorable commitments which the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect and (iii) any filings which are necessary to perfect the security interests created under the Collateral Documents; and (f) except as set forth in Schedule 5.6 of the Credit Agreement, there are no actions, suits, proceedings, arbitrations or governmental investigations (whether or not purportedly on behalf of Company it or any Guarantor) at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including any Environmental Claims) that are pending or, to the knowledge of such Guarantor threatened against or affecting such Guarantor that, individually or in the aggregate (taking into account, among other things, the ability of the Company and its Subsidiaries to obtain indemnification with respect thereto) could reasonably be expected to result in, either individually or in the aggregate, Subsidiaries. No event has caused a Material Adverse EffectEffect on Mail-Well or any of its Subsidiaries since the date of the audited financial statements last delivered to the Trust Certificate Purchasers. (h) The representations and warranties of the Lessee contained in Section 3.2 of the Participation Agreement are true and correct.

Representations and Warranties of Guarantors. In order To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make loans to, and issue Letters their respective extensions of Credit for the account of, credit to the Company pursuant to the Credit Agreementthereunder, each Guarantor hereby represents and warrants as of the Closing Date, each Funding Date, the date of issuance of each Letter of Credit or the date it becomes a party to this Guaranty that (in each case as and to the extent set forth below):Administrative Agent and each Lender that: (a) such Guarantor (i) 5.1 It is an entity a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of organization, (ii) its organization and has all requisite the corporate or other organizational power and authority and the legal right to own and operate its properties and assets property, to lease the property it operates and to carry on its conduct the business in which it is currently engaged. 5.2 It is duly qualified as now conducted and as proposed to be conducted and (iii) is qualified to do business a foreign corporation and in good standing in every under the laws of each jurisdiction where its assets are located and wherever necessary to carry out ownership, lease or operation of property or the conduct or proposed conduct of its business requires such qualification and operations, is in each case, compliance with all Requirements of Law except to the extent that such the failure has to comply therewith could not had and will not reasonably be expected to have a Material Adverse Effect; (b) such Guarantor has all requisite organizational power and authority material adverse effect on its business, operations, assets or financial or other condition or on its ability to enter into perform its obligations under this Guaranty and each Agreement or the other Loan Document Credit Documents to which it is a party. 5.3 It has the corporate power and authority and the legal right to execute and deliver, and to perform its obligations under, this Agreement and the other Credit Documents to which such Guarantor is a party and to carry out grant the transactions contemplated hereby Liens granted by it pursuant to the other Credit Documents to which such Guarantor is a party, and thereby and has taken all necessary corporate action to authorize the execution, delivery and performance of this Guaranty Agreement and each the other Loan Document Credit Documents to which it such Guarantor is a party has been duly authorized and to grant the Liens granted by all necessary corporate or it pursuant to the other action on the part of such Guarantor; (c) such Guarantor has duly executed and delivered this Guaranty and each other Loan Document Credit Documents to which it is a party. 5.4 With respect to each Subsidiary Guarantor, such Subsidiary Guarantor is a Subsidiary of Holdings. 5.5 No consent, license, permit, approval or authorization of, or filing with, or notice or report to, or registration, filing or declaration with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder or creditor of such Guarantor), is required in connection with the execution, delivery, performance, validity or enforceability by or against such Guarantor of this Guaranty Agreement and the other Credit Documents to which it is a party. 5.6 This Agreement and the other Credit Documents to which such Guarantor is a party have been duly executed and delivered on behalf of such Guarantor and each of this Agreement and the other Credit Documents to which such other Loan Document Guarantor is a party constitutes the legally a legal, valid and binding obligation of such Guarantor, Guarantor enforceable against such Guarantor in accordance with its respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting affecting the enforcement of creditors’ rights generally or and by equitable general principles relating to enforceability;of equity. (d) the 5.7 The execution, delivery and performance by of this Agreement and the other Credit Documents to which such Guarantor of this Guaranty or any other Loan Document to which it is a party and the consummation of the transactions contemplated by this Guaranty or any other Loan Document do not and will not (i) violate any provision Requirement of any material law Law or any material governmental rule or regulation applicable to it, the Certificate or Articles of Incorporation or Bylaws (or equivalent constitutional documents) of such Guarantor, or any material order, judgment or decree of any court or other agency of government binding on such Guarantor, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of such Guarantor, or (iii) Guarantor and will not result in or require the creation or imposition of any Lien under any such Contractual Obligation upon on any of the properties or assets revenues of such Guarantor (pursuant to any Requirement of Law or Contractual Obligation other than any the Liens created under any of the Loan Documents in favor of Guarantied Party on behalf of Secured Parties); (e) the execution, delivery and performance by such Guarantor Guarantor’s pledge of this Guaranty and any other Loan Document to which it is a party and the consummation Pledged Stock. 5.8 No litigation, investigation or proceeding of the transactions contemplated by this Guaranty and any other Loan Document do not and will not require any recording or registration with, order, consent, approval, license, authorization or validation of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body except (i) any thereof that have been obtained or made on or prior to the Closing Date and are in full force and effect, (ii) as of the Closing Date with respect to the consummation of the Transaction, any thereof which the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect and (iii) any filings which are necessary to perfect the security interests created under the Collateral Documents; and (f) except as set forth in Schedule 5.6 of the Credit Agreement, there are no actions, suits, proceedings, arbitrations or governmental investigations (whether or not purportedly on behalf of Company or any Guarantor) at law or in equity, or before any arbitrator or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including any Environmental Claims) that are Governmental Authority is pending or, to the knowledge of such Guarantor Guarantor, threatened as of the Closing Date by or against or affecting such Guarantor thator against any of its properties or revenues (i) with respect to this Agreement or the other Credit Documents to which such Guarantor is a party or any of the transactions contemplated hereby or thereby or (ii) in which there is a probability of an adverse determination and which, individually if adversely determined, is reasonably likely to have a material adverse effect on the business, operations, property or in the aggregate (taking into account, among other things, financial condition of such Guarantor and its Subsidiaries taken as a whole or on the ability of such Guarantor to perform its obligations under this Agreement or the Company other Credit Documents to which it is a party. 5.9 Such Guarantor has filed or caused to be filed all material tax returns required to be filed by it, and has paid all taxes due on said returns or on any assessments made against it (other than (a) those the amount or validity of which is currently being contested in good faith by appropriate proceedings for which adequate reserves have been provided on its Subsidiaries to obtain indemnification with respect theretobooks and (b) could reasonably be expected to result inthose which, either individually or in the aggregate, are not material to such Guarantor and its Subsidiaries taken as a Material Adverse Effectwhole).