Common use of Warranties and Representations of the Lessee Clause in Contracts

Warranties and Representations of the Lessee. The Lessee represents and warrants to the Lessor and, so long as this Agreement is in effect or any part of the Lessee's obligations to the Lessor remain unfulfilled, shall continue to warrant at all times, that: a. The Lessee is duly organized and validly existing and has the power and authority to enter into the Transaction Documents to which it is a party and to carry out the terms thereof. b. This Agreement and all other Transaction Documents and the performance of the Lessee's obligations thereunder have been duly and validly authorized and approved under all laws and regulations and procedures applicable to the Lessee, the consent of all necessary persons or bodies has been obtained and all of the Transaction Documents executed by the Lessee have been duly and validly executed and delivered by authorized City Representative(s) and constitute absolute and unconditional legal, valid and binding obligations of the Lessee enforceable against the Lessee in accordance with their respective terms. c. The leasing of the Equipment will serve a function which presently is, and is anticipated to continue to be, essential to the proper, efficient and economic operation of the Lessee. d. During the term of this Agreement, the Equipment will at all times be used by the Lessee and its agents, and will not be used by a nongovernmental person or entity other than the general public on an equal basis. e. There is no litigation or proceeding pending or threatened against the Lessee or any other person affecting the right of the Lessee to execute this Agreement or the ability of the Lessee to make the Lease Payments required hereunder or to otherwise comply with the obligations contained herein.

Warranties and Representations of the Lessee. The Lessee represents and warrants to the Lessor and, so long as this Agreement is in effect or any part of the Lessee's obligations to the Lessor remain unfulfilled, shall continue to warrant at all times, that: a. a) The Lessee is duly organized and validly existing and has the power and authority to enter into the Transaction Documents to which it is a party and to carry out the terms thereof. b. b) This Agreement and all other Transaction Documents and the performance of the Lessee's obligations thereunder have been duly and validly authorized and approved under all laws and regulations and procedures applicable to the Lessee, the consent of all necessary persons or bodies has been obtained and all of the Transaction Documents executed by the Lessee have been duly and validly executed and delivered by authorized City Representative(s) Representatives and constitute absolute and unconditional legal, valid and binding obligations of the Lessee enforceable against the Lessee in accordance with their respective terms. c. c) The leasing of the Equipment will serve a function which presently is, and is anticipated to continue to be, essential to the proper, efficient and economic operation of the Lessee. d. d) During the term of this Agreement, the Equipment will at all times be used by the Lessee and its agents, and will not be used by a nongovernmental person or entity other than the general public on an equal basis. e. e) There is no litigation or proceeding pending or threatened against the Lessee or any other person affecting the right of the Lessee to execute this Agreement or the ability of the Lessee to make the Lease Payments required hereunder or to otherwise comply with the obligations contained herein.

Warranties and Representations of the Lessee. The Lessee warrants and represents and warrants to the Lessor and, so long as this Agreement is in effect or any part of the Lessee's obligations to the Lessor remain unfulfilled, shall continue to warrant at all times, that: a. (a) The Lessee is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware, 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 materially adverse effect on its business or the performance of its obligations under the Lessee Agreements, and has the full corporate power and authority and all necessary licenses and permits to carry on its present business and operations, to own or lease its Properties and to enter into and perform its obligations under the Transaction Documents to which it is a party and to carry out the terms thereofLessee Agreements. b. This Agreement and all other Transaction Documents and the performance of the Lessee's obligations thereunder (b) The Lessee Agreements have been duly and validly authorized and approved under all laws and regulations and procedures applicable to the Lesseeauthorized, the consent of all necessary persons or bodies has been obtained and all of the Transaction Documents executed by the Lessee have been duly and validly executed and delivered by authorized City Representative(s) the Lessee and constitute absolute and unconditional legal, valid and binding obligations of the Lessee enforceable against the Lessee in accordance with their the respective termsterms thereof. c. (c) The leasing execution and delivery of the Equipment Lessee Agreements and compliance by the Lessee with all of the provisions thereof do not and will serve not contravene any law, governmental rule or regulation or any order of any court or governmental authority or agency applicable to or binding on the Lessee or contravene the provisions of, or constitute a function default under, or result in the creation (except as contemplated by the Operative Agreements) of any Lien upon the property of the Lessee under, its certificate of incorporation or by-laws or any indenture, mortgage, contract or other agreement or instrument to which presently isthe Lessee is a party or by which it or any of its Properties may be bound or affected. (d) There are no proceedings pending or, and is anticipated to continue to be, essential to the proper, efficient and economic operation knowledge of the Lessee. d. During , threatened, and to the term knowledge of this Agreement, the Equipment will at all times be used by the Lessee and its agents, and will not be used by a nongovernmental person or entity other than the general public on an equal basis. e. There there is no litigation existing basis for any proceedings, against or proceeding pending affecting the Lessee in any court or threatened against 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 the Lessee or any other person affecting the right of the Lessee to execute this Agreement or impair the ability of the Lessee to make perform its obligations under the Lessee Agreements. The Lessee is not in default under any order of any court or governmental authority or arbitration board or tribunal. (e) Neither the nature of the Lessee, or of any of its businesses or Properties, nor any relationship between the Lessee and any other Person, nor any circumstance in connection with the execution and delivery of the Lessee Agreements, nor the consummation of any of the transactions by the Lessee contemplated by the Lessee Agreements, is such as to require a consent, approval or authorization of, or filing, registration or qualification with, any governmental authority on the part of the Lessee in connection with the execution, delivery and performance of the Lessee Agreements. (f) The Lessor Trustee has good title to the Equipment, free and clear of all Liens other than Permitted Liens. (g) None of the transactions contemplated by the Operative Agreements (including, without limitation, the making by the Trust Certificate Purchasers of the Advances) will result in a violation of Section 7 of the Exchange Act or any regulations issued pursuant thereto, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. The Lessee does not own or intend to carry or purchase any "margin security" within the meaning of Regulation U, including margin securities originally issued by it. None of the proceeds from the sale of the Trust Certificates will be used to purchase or carry (or refinance any borrowing the proceeds of which were used to purchase or carry) any "security" within the meaning of the Exchange Act. (h) All filings necessary to establish and perfect the Lessor Trustee's title to and interest in the Equipment as against the Lessee and any third parties have been duly made; the Lease Payments creates in favor of the Lessor, as security for the Lessee's obligations under the Lease, a valid and enforceable first priority security interest in the Equipment, effective as against creditors of and purchasers from the Lessee, securing the payment of all obligations of the Lessee under the Lessee Agreements; and upon filing of the UCC financing statements attached as Exhibit A with the Delaware Secretary of State, the --------- security interest in the Equipment created by the Lease will be a perfected first priority security interest in favor of the Lessor Trustee (i) The Equipment is covered by the insurance required hereunder by Section 13 of the Lease. (j) No Default or Event of Default has occurred and is continuing. The Lessee is not and will not be in violation in any material respect of any term of any charter instrument, by-law or other material agreement or instrument to otherwise which it is a party or by which it may be bound. The Lessee 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 material and adverse effect on its operations or condition, financial or otherwise, or would impair the ability of the Lessee to perform its obligations contained hereinunder the Lessee Agreements, and has obtained all licenses, permits, franchises and other governmental authorizations material to the conduct of its business. (k) The execution and delivery of this Agreement and the creation of the Lessor Trust and the issuance and sale of the Trust Certificates under the Operative Agreements will not involve any transaction which is subject to the prohibitions of Section 406 of ERISA or in connection with which a tax could be imposed pursuant to Section 4975 of the Code. The representation by the Lessee in the preceding sentence is made in reliance upon and subject to the accuracy of the representations of the Trust Certificate Purchasers in Section 3.4(b). (l) All sales, use, transfer or other taxes payable upon the acquisition by the Lessor Trustee of the Equipment and on the lease of such Equipment to the Lessee have been paid or such transactions are exempt from any such taxes. (m) No taxes, fees or other charges are payable in connection with the execution and delivery of the Operative Agreements or the issuance and sale of the Trust Certificates. (n) Schedule III is a complete and correct list of the ------------ Lessee's Subsidiaries, showing, as to each Subsidiary, its correct name, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar outstanding equity interests owned by the Lessee and each other Subsidiary. (o) The Lessee's chief executive office and principal place of business, and the place where its records concerning the Equipment and all documents relating thereto are kept, are at 0000 Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxx, Colorado. (p) The description of the Equipment set forth on Schedule I to Lease Supplement No. 1 is true and correct in all material respects and the legal descriptions of each Site attached to the Uniform Commercial Code fixture filings recorded on the Closing Date or previously recorded are true and correct in all material respects. (q) The Trust Certificates are not of the same class (within the meaning of Rule 144A) as securities which are listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system. (r) Neither the Lessee nor any person acting on its behalf has offered or sold the Trust Certificates by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Act; and the Lessee shall not take any action to cause the resale of the Trust Certificates by the Trust Certificate Purchasers to violate Section 5 of the Act. (s) The Lessee has not offered, sold, contracted to sell or otherwise disposed of any securities (as defined in the Act) that are or will be integrated with the sale of the Trust Certificates in a manner that would require registration of the Trust Certificates under the Act. (t) The obligations under the Subordinated Debt Documents are subordinate to the Lessee's and Mail-Well's obligations under the Lease and the other Operative Agreements. (u) Except as set forth on Schedule IV, the Lessee is the ----------- sole owner of each Site, and its interest in each Site is not subject to any Lien other than the Liens set forth on Schedule IV and the Liens ----------- securing the Credit Agreement. Schedule IV accurately lists each Item ----------- of Equipment and its Site, as well as the owner of the Site (if not owned by the Lessee) and any mortgagee of the Site.