Common use of Covenants and Representations Clause in Contracts

Covenants and Representations. Each Guarantor further covenants that this Guaranty shall remain and continue in full force and effect as to any modification, extension or renewal of the Credit Agreement, any Note, or the other Loan Documents, that Administrative Agent shall not be under a duty to protect, secure or insure any Collateral Property covered under the Credit Agreement, and that other indulgences or forbearance may be granted under any or all of such documents, all of which may be made, done or suffered without notice to, or further consent of, each Guarantor. Each Guarantor represents and warrants to Administrative Agent and Lenders that: (a) Each Guarantor (i) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, and (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under this Guaranty and consummate the transactions contemplated hereby; (b) Each Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Guaranty; (c) this Guaranty has been duly executed and delivered by or on behalf of each Guarantor and constitutes legal, valid and binding obligations of each Guarantor enforceable against each Guarantor in accordance with its terms, subject only to applicable Debtor Relief Laws, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and (d) the execution, delivery and performance of this Guaranty by each Guarantor will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of such Guarantor pursuant to the terms of its Organizational Documents, any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, franchise agreement, or other agreement or instrument to which such Guarantor is a party or by which any of such Guarantor's property or assets is subject, nor will such action result in any violation of the provisions of any applicable statute or any applicable order, rule or regulation of any court or Governmental Authority or body having jurisdiction over such Guarantor or any of such Guarantor's other assets, and any consent, approval, authorization, order, registration or qualification of or with any Governmental Authority required for the execution, delivery and performance by each Guarantor of this Guaranty has been obtained and is in full force and effect, in each case if such Guarantor's noncompliance with this clause (d) would reasonably be expected to have a Material Adverse Effect. As a further inducement to Administrative Agent to make the Loan and in consideration thereof, each Guarantor further covenants and agrees (a) that in any action or proceeding brought by Administrative Agent against such Guarantor on this Guaranty, each Guarantor shall and does hereby waive trial by jury, (b) that a New York State District Court in New York County, New York, or, in a case involving diversity of citizenship, the United States District Court located in the Borough of Manhattan in New York, New York, shall have exclusive jurisdiction of any such action or proceeding, and (c) that service of any summons and complaint or other process in any such action or proceeding may be made by registered or certified mail directed to each Guarantor at such Guarantor's address set forth in Section 9 below, each Guarantor waiving personal service thereof. Nothing in this Guaranty will be deemed to preclude Administrative Agent from bringing an action or proceeding with respect hereto in any other jurisdiction.

Covenants and Representations. Each Guarantor further covenants that this Guaranty shall remain and continue in full force and effect as to any modification, extension or renewal of the Credit Loan Agreement, any Note, or the other Loan Documents, that Administrative Agent shall not be under a duty to protect, secure or insure any Collateral Property covered under the Credit Loan Agreement, and that other indulgences or forbearance may be granted under any or all of such documents, all of which may be made, done or suffered without notice to, or further consent of, each Guarantor. Each Guarantor represents and warrants to Administrative Agent and Lenders that: (a) Each Guarantor (i) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, and (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under this Guaranty and consummate the transactions contemplated hereby; (b) Each Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Guaranty; (c) this Guaranty has been duly executed and delivered by or on behalf of each Guarantor and constitutes legal, valid and binding obligations of each Guarantor enforceable against each Guarantor in accordance with its terms, subject only to applicable Debtor Relief Laws, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and (d) the execution, delivery and performance of this Guaranty by each Guarantor will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of such Guarantor pursuant to the terms of its Organizational Documents, any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, franchise agreement, or other agreement or instrument to which such Guarantor is a party or by which any of such Guarantor's ’s property or assets is subject, nor will such action result in any violation of the provisions of any applicable statute or any applicable order, rule or regulation of any court or Governmental Authority or body having jurisdiction over such Guarantor or any of such Guarantor's ’s other assets, and any consent, approval, authorization, order, registration or qualification of or with any Governmental Authority required for the execution, delivery and performance by each Guarantor of this Guaranty has been obtained and is in full force and effect, in each case if such Guarantor's ’s noncompliance with this clause (d) would reasonably be expected to have a Material Adverse Effect. As a further inducement to Administrative Agent to make the Loan and in consideration thereof, each Guarantor further covenants and agrees (a) that in any action or proceeding brought by Administrative Agent against such Guarantor on this Guaranty, each Guarantor shall and does hereby waive trial by jury, (b) that a New York State District Court in New York County, New York, or, in a case involving diversity of citizenship, the United States District Court located in the Borough of Manhattan in New York, New York, shall have exclusive jurisdiction of any such action or proceeding, and (c) that service of any summons and complaint or other process in any such action or proceeding may be made by registered or certified mail directed to each Guarantor at such Guarantor's ’s address set forth in Section 9 below, each Guarantor waiving personal service thereof. Nothing in this Guaranty will be deemed to preclude Administrative Agent from bringing an action or proceeding with respect hereto in any other jurisdiction.

Covenants and Representations. Each Guarantor further covenants that this Guaranty shall remain and continue in full force and effect as to any modificationGrantor covenants, extension or renewal of the Credit Agreement, any Note, or the other Loan Documents, that Administrative Agent shall not be under a duty to protect, secure or insure any Collateral Property covered under the Credit Agreement, and that other indulgences or forbearance may be granted under any or all of such documents, all of which may be made, done or suffered without notice to, or further consent of, each Guarantor. Each Guarantor represents and warrants to Administrative Agent and Lenders thatas follows: (a) Each Guarantor (i) is Grantor will duly organized or formedand punctually pay all amounts payable to the Secured Parties in accordance with, validly existing andand subject to, as applicable, in good standing under the Laws terms of the jurisdiction of its incorporation or organizationFinancing Agreement, the Senior Secured Notes and (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under this Guaranty and consummate the transactions contemplated hereby;other Financing Documents. (b) Each Guarantor has taken Grantor will perform and comply, in all necessary action material respects, with all obligations and conditions on its part to authorize be performed under each of the execution, delivery and performance of this Guaranty;Assigned Agreements. (c) this Guaranty Each Assigned Agreement to which Grantor is a party in effect on the date hereof, an executed counterpart or true and complete copy of which has been furnished to the Agent, has been duly authorized, executed and delivered by Grantor, has not been amended or on behalf of each Guarantor and constitutes legalotherwise modified, valid and binding obligations of each Guarantor enforceable against each Guarantor in accordance with its terms, subject only to applicable Debtor Relief Laws, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and (d) the execution, delivery and performance of this Guaranty by each Guarantor will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of such Guarantor pursuant to the terms of its Organizational Documents, any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, franchise agreement, or other agreement or instrument to which such Guarantor is a party or by which any of such Guarantor's property or assets is subject, nor will such action result in any violation of the provisions of any applicable statute or any applicable order, rule or regulation of any court or Governmental Authority or body having jurisdiction over such Guarantor or any of such Guarantor's other assets, and any consent, approval, authorization, order, registration or qualification of or with any Governmental Authority required for the execution, delivery and performance by each Guarantor of this Guaranty has been obtained and is in full force and effecteffect and is binding upon and enforceable against all parties thereto in accordance with its terms. There exists no default under any Assigned Agreement to which Grantor is a party by Grantor, in each case if such Guarantoror to the best of Grantor's noncompliance with this clause knowledge, by the other parties thereto. (d) would reasonably No effective financing statement or other instrument similar in effect covering all or any part of Grantor's interest in the Collateral or SIDA's interest in the collateral under the SIDA Security Agreement is on file in any recording office, except such as may have been filed pursuant to this Agreement and the other Financing Documents or pursuant to the documents evidencing Permitted Liens. (e) Except as permitted by the Financing Agreement, Grantor is lawfully possessed of ownership of the Collateral and SIDA is lawfully possessed of ownership of the collateral under the SIDA Security Agreement and has full right, title and interest in all rights purported to be expected granted to have it under the Assigned Agreements, subject to no mortgages, liens, charges, or encumbrances except Permitted Liens, and has full power and lawful authority to grant and assign the Collateral hereunder. Grantor will, so long as any Obligations shall be outstanding, warrant and defend its title to the Collateral and SIDA's title to the collateral under the SIDA Security Agreement against the claims and demands of all Persons whomsoever. (f) Grantor will not directly or indirectly create, incur, assume or suffer to exist any liens (except for Permitted Liens) on or with respect to any property or assets constituting a Material Adverse Effectpart of the Collateral and Grantor will at its own cost and expense promptly take such action as may be necessary to discharge any such liens on or with respect to any properties or assets constituting a part of the Collateral or the collateral under the SIDA Security Agreement. (g) Grantor represents and warrants to the Agent that it has not assigned any of its rights under the Assigned Agreements except as provided in this Agreement. As a further inducement to Administrative Agent to Grantor will not make any other assignment of its rights under the Loan Assigned Agreements as contemplated by the Operative Documents (as in effect on the Closing Date) and in consideration thereof, each Guarantor further covenants and other than such assignments as constitute Permitted Liens. (h) Grantor agrees (a) that in any action or proceeding brought to enforce this Agreement or any Assigned Agreement may be taken by Administrative the Agent against such Guarantor on this Guarantyeither in Grantor's name or in the Agent's name, each Guarantor as the Agent may deem necessary. (i) Except as otherwise permitted under the Financing Agreement, Grantor shall and does hereby waive trial by jurynot without the prior written consent of the Agent, (bi) that a New York State District Court in New York Countymodify, New Yorkamend, orterminate, in a case involving diversity waive or supplement any provision of citizenshipany Assigned Agreement or any other agreement, the United States District Court located contract or instrument included in the Borough Collateral, (ii) fail to exercise promptly and diligently each and every material right which it may have under each Assigned Agreement (other than any right of Manhattan termination), or (iii) fail to deliver to the Agent a copy of each demand, notice or document received or given by it relating in New Yorkany way to any of the Assigned Agreements. (j) Except as disclosed in writing to the Agent, New YorkGrantor has obtained all necessary consents to this Agreement from each of the parties to the Assigned Agreements to which Grantor is a party (the "Contracting Parties"), and agrees to obtain consents from each other Contracting Party and each future or successor Contracting Party with respect to each material Assigned Agreement to which Grantor is a party. (k) Grantor shall have exclusive jurisdiction give to the Agent prompt notice of any such action event of default under any Assigned Agreement of which Grantor has knowledge or proceeding, and (c) that service of any summons and complaint or other process in any such action or proceeding may be made by registered or certified mail directed as to each Guarantor at such Guarantor's address set forth in Section 9 below, each Guarantor waiving personal service thereof. Nothing in this Guaranty will be deemed to preclude Administrative Agent from bringing an action or proceeding with respect hereto in any other jurisdictionwhich Grantor has received notice.

Covenants and Representations. Each Guarantor further covenants that this Guaranty shall remain and continue in full force and effect as to any modification, extension or renewal of the Credit Agreement, any Note, or the other Loan Documents, that Administrative Agent shall not be under a duty to protect, secure or insure any Collateral Property covered under the Credit Agreement, and that other indulgences or forbearance may be granted under any or all of such documents, all of which may be made, done or suffered without notice to, or further consent of, each Guarantor. Each Guarantor represents and warrants to Administrative Agent and Lenders that: (a) Each each Guarantor (i) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, and (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under this Guaranty and consummate the transactions contemplated hereby; (b) Each each Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Guaranty; (c) this Guaranty has been duly executed and delivered by or on behalf of each Guarantor and constitutes legal, valid and binding obligations of each Guarantor enforceable against each Guarantor in accordance with its terms, subject only to applicable Debtor Relief Laws, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and (d) the execution, delivery and performance of this Guaranty by each Guarantor will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of such Guarantor pursuant to the terms of its Organizational Documents, any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, franchise agreement, or other agreement or instrument to which such Guarantor is a party or by which any of such Guarantor's ’s property or assets is subject, nor will such action result in any violation of the provisions of any applicable statute or any applicable order, rule or regulation of any court or Governmental Authority or body having jurisdiction over such Guarantor or any of such Guarantor's ’s other assets, and any consent, approval, authorization, order, registration or qualification of or with any Governmental Authority required for the execution, delivery and performance by each Guarantor of this Guaranty has been obtained and is in full force and effect, in each case if such Guarantor's ’s noncompliance with this clause (d) would reasonably be expected to have a Material Adverse Effect. As a further inducement to Administrative Agent to make the Loan and in consideration thereof, each Guarantor further covenants and agrees (a) that in any action or proceeding brought by Administrative Agent against such Guarantor on this Guaranty, each Guarantor shall and does hereby waive trial by jury, (b) that a New York State District Court in New York County, New York, or, in a case involving diversity of citizenship, the United States District Court located in the Borough of Manhattan in New York, New York, shall have exclusive jurisdiction of any such action or proceeding, and (c) that service of any summons and complaint or other process in any such action or proceeding may be made by registered or certified mail directed to each Guarantor at such Guarantor's ’s address set forth in Section 9 below, each Guarantor waiving personal service thereof. Nothing in this Guaranty will be deemed to preclude Administrative Agent from bringing an action or proceeding with respect hereto in any other jurisdiction.

Covenants and Representations. Each Guarantor further covenants Guarantors hereby covenant and ----------------------------- agree with the Agent and each Financing Lender that this Guaranty they shall remain and continue in full force and effect as to any modification, extension or renewal of the Credit Agreement, any Note, or the other Loan Documents, that Administrative Agent shall not be under a duty to protect, secure or insure any Collateral Property covered perform all obligations under the Credit Participation Agreement that Guarantors have agreed to perform, including without limitation each and every covenant applicable to the Guarantors contained in the Participation Agreement, . Guarantors represent and that other indulgences or forbearance may be granted under any or all of such documents, all of which may be made, done or suffered without notice to, or further consent of, each Guarantor. Each Guarantor represents and warrants warrant to Administrative the Agent and Lenders that: each Financing Lender that (a) Each Guarantor all representations and warranties contained in the Participation Agreement and applicable to Guarantors are true and correct in all material respects; (ib) Guarantors and the Lessor are members of an affiliated and integrated group of corporations and are engaged in related businesses and supporting lines of business; (c) Guarantors has received and will receive a direct and indirect material benefit from the transactions evidenced by and contemplated in the Participation Agreement and the Operative Documents; (d) this Guaranty is duly organized or formedgiven by Guarantors in furtherance of its direct and indirect business interests and corporate purposes, validly existing andand is necessary to the conduct, as applicable, in good standing under promotion and attainment of its businesses; (e) the Laws value of the jurisdiction of its incorporation or organizationconsideration received and to be received by Guarantors pursuant to the Participation Agreement, the Operative Documents and (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under this Guaranty and consummate the transactions contemplated hereby; thereby is reasonably worth at least as much as the liability and obligation of Guarantors hereunder; and (bf) Each Guarantor has taken all necessary action to authorize the executionGuaranteed Obligations constitute "Senior Indebtedness" (as that term is defined in the Borrower Indenture as described and defined in the Mail-Well Credit Agreement), delivery and performance the Agent and the Lease Facility Guaranty Financing Lenders, as beneficiaries of this Guaranty; (c) this Guaranty has been duly executed and delivered by or on behalf of each Guarantor and constitutes legal, valid and binding obligations of each Guarantor enforceable against each Guarantor in accordance with its terms, subject only are entitled to applicable Debtor Relief Laws, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and (d) the execution, delivery and performance of this Guaranty by each Guarantor will not conflict with or result in a breach of any all of the terms or provisions of, or constitute a default under, or result rights of the holder of "Senior Indebtedness" (as that term is defined in the creation or imposition of any Lien, charge or encumbrance (other than Borrower Indenture) pursuant to the Loan Documents) upon any of Borrower Indenture as if the property or assets of such Guarantor pursuant to Guarantors were the terms of its Organizational Documents, any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, franchise agreement, or other agreement or instrument to which such Guarantor is a party or by which any of such Guarantor's property or assets is subject, nor will such action result in any violation of the provisions of any applicable statute or any applicable order, rule or regulation of any court or Governmental Authority or body having jurisdiction over such Guarantor or any of such Guarantor's other assets, and any consent, approval, authorization, order, registration or qualification of or with any Governmental Authority required for the execution, delivery and performance by each Guarantor of this Guaranty has been obtained and is in full force and effect, in each case if such Guarantor's noncompliance with this clause (d) would reasonably be expected to have a Material Adverse Effect. As a further inducement to Administrative Agent to make the Loan and in consideration thereof, each Guarantor further covenants and agrees (a) that in any action or proceeding brought by Administrative Agent against such Guarantor on this Guaranty, each Guarantor shall and does hereby waive trial by jury, (b) that a New York State District Court in New York County, New York, or, in a case involving diversity of citizenship, the United States District Court located in the Borough of Manhattan in New York, New York, shall have exclusive jurisdiction of any such action or proceeding, and (c) that service of any summons and complaint or other process in any such action or proceeding may be made by registered or certified mail directed to each Guarantor at such Guarantor's address set forth in Section 9 below, each Guarantor waiving personal service thereof. Nothing in this Guaranty will be deemed to preclude Administrative Agent from bringing an action or proceeding primary obligors with respect hereto in any other jurisdictionto such obligations guaranteed by the Guarantors.

Covenants and Representations. Each The Guarantor further covenants that this Guaranty shall remain makes the following representations in paragraphs (a), (b) and continue in full force and effect (c) as to any modification, extension or renewal of the Credit Agreement, any Note, or date hereof and the other Loan Documents, that Administrative Agent shall not be under a duty to protect, secure or insure any Collateral Property covered under following covenant in paragraph (d) as the Credit Agreement, and that other indulgences or forbearance may be granted under any or all of such documents, all of which may be made, done or suffered without notice to, or further consent of, each Guarantor. Each Guarantor represents and warrants to Administrative Agent and Lenders thatbasis for its undertakings hereunder: (a) Each Guarantor (i) It is a corporation duly organized or formedorganized, and validly existing and, as applicable, in good standing under the Laws laws of the jurisdiction State of its incorporation or organizationDelaware, duly authorized to conduct business under the laws of the State of New York, has the corporate power to enter into this Guaranty and (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under hereunder, and by proper corporate action has duly authorized the execution and delivery of this Guaranty and consummate the transactions contemplated hereby; (b) Each Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Guaranty; (c) this its obligations hereunder. This Guaranty has been duly executed and delivered by or on behalf of each Guarantor and constitutes is the legal, valid and binding obligations obligation of each Guarantor the Guarantor, enforceable against each the Guarantor in accordance with its terms, subject only except as enforceability may be limited by laws relating to applicable Debtor Relief Lawsbankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles by the availability of equity equitable remedies (regardless of whether enforcement is sought considered in a proceeding an action at law or in equity or at lawequity); and. (db) the execution, The execution and delivery and performance of this Guaranty by each Guarantor and all documents, instruments and certificates relating thereto and the performance of its obligations hereunder do not and will not conflict with with, or constitute a breach or result in a breach of any of the terms or provisions violation of, its articles of incorporation or constitute a default underbylaws, or result in the creation or imposition of any Lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of such Guarantor pursuant to the terms of its Organizational Documents, any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, franchise agreement, material agreement or other agreement or material instrument to which such Guarantor it is a party or by which it is bound or any of such Guarantor's property constitutional or assets is subjectstatutory provision or order, nor will such action result in any violation of the provisions rule, regulation, decree or ordinance of any applicable statute court, government or any applicable order, rule or regulation of any court or Governmental Authority or body governmental authority having jurisdiction over such Guarantor it or its property, the violation of any of such which would have a material adverse effect upon the Guarantor's other assets, and any consent, approval, authorization, order, registration or qualification of or with any Governmental Authority required ’s ability to perform its obligations hereunder. (c) Except for the executionmatters disclosed in the Official Statement, delivery dated November 7, 2012 or in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q or Periodic Reports on Form 8-K filed with the U.S. Securities and performance by each Guarantor Exchange Commission, there are no pending or, to the best of this Guaranty has been obtained and is in full force and effectits knowledge, in each case if such Guarantor's noncompliance with this clause (d) would threatened actions, suits, proceedings or investigations of a legal, equitable, regulatory, administrative or legislative nature, which could reasonably be expected to have adversely affect in a Material Adverse Effect. As a further inducement material way the Guarantor’s business or financial condition or its ability to Administrative Agent perform its obligations under this Guaranty. (d) The Guarantor hereby covenants to make notify the Loan Trustee and the Issuer in consideration thereof, each Guarantor further covenants and agrees writing immediately of the occurrence of any Event of Default hereunder or upon becoming aware (ai) that any representation made in any action this Guaranty was false, misleading or proceeding brought by Administrative Agent against such Guarantor on this Guaranty, each Guarantor shall and does hereby waive trial by jury, materially incorrect when made or (bii) that of a New York State District Court in New York County, New York, or, in a case involving diversity of citizenship, the United States District Court located in the Borough of Manhattan in New York, New York, shall have exclusive jurisdiction breach or violation of any such action material agreement or proceedingother material instrument to which it is a party or by which it is bound or any constitutional or statutory provision or order, and (c) that service rule, regulation, decree or ordinance of any summons and complaint court, government or other process governmental authority having jurisdiction over it or its property, in any such action case to the extent such breach or proceeding may be made by registered or certified mail directed violation would, in the Guarantor’s judgment, materially adversely affect the Guarantor’s ability to each Guarantor at such Guarantor's address set forth in perform its obligations under Section 9 below, each Guarantor waiving personal service thereof. Nothing in this Guaranty will be deemed to preclude Administrative Agent from bringing an action or proceeding with respect hereto in any other jurisdiction1 hereof.

Covenants and Representations. Each Guarantor further covenants Guarantors hereby covenant and agree ----------------------------- with the Agent and each Financing Lender that this Guaranty they shall remain and continue in full force and effect as to any modification, extension or renewal of the Credit Agreement, any Note, or the other Loan Documents, that Administrative Agent shall not be under a duty to protect, secure or insure any Collateral Property covered perform all obligations under the Credit Participation Agreement that Guarantors have agreed to perform, including without limitation each and every covenant applicable to the Guarantors contained in the Participation Agreement, . Guarantors represent and that other indulgences or forbearance may be granted under any or all of such documents, all of which may be made, done or suffered without notice to, or further consent of, each Guarantor. Each Guarantor represents and warrants warrant to Administrative the Agent and Lenders that: each Financing Lender that (a) Each Guarantor all representations and warranties contained in the Participation Agreement and applicable to Guarantors are true and correct in all material respects; (ib) Guarantors and the Lessor are members of an affiliated and integrated group of corporations and are engaged in related businesses and supporting lines of business; (c) Guarantors has received and will receive a direct and indirect material benefit from the transactions evidenced by and contemplated in the Participation Agreement and the Operative Documents; (d) this Guaranty is duly organized or formedgiven by Guarantors in furtherance of its direct and indirect business interests and corporate purposes, validly existing andand is necessary to the conduct, as applicable, in good standing under promotion and attainment of its businesses; (e) the Laws value of the jurisdiction of its incorporation or organizationconsideration received and to be received by Guarantors pursuant to the Participation Agreement, the Operative Documents and (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under this Guaranty and consummate the transactions contemplated hereby; thereby is reasonably worth at least as much as the liability and obligation of Guarantors hereunder; and (bf) Each Guarantor has taken all necessary action to authorize the executionGuaranteed Obligations constitute "Senior Indebtedness" (as that term is defined in the Borrower Indenture as described and defined in the Mail-Well Credit Agreement), delivery and performance the Agent and the Loan Agreement Financing Lenders, as beneficiaries of this Guaranty; (c) this Guaranty has been duly executed and delivered by or on behalf of each Guarantor and constitutes legal, valid and binding obligations of each Guarantor enforceable against each Guarantor in accordance with its terms, subject only are entitled to applicable Debtor Relief Laws, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and (d) the execution, delivery and performance of this Guaranty by each Guarantor will not conflict with or result in a breach of any all of the terms or provisions of, or constitute a default under, or result rights of the holder of "Senior Indebtedness" (as that term is defined in the creation or imposition of any Lien, charge or encumbrance (other than Borrower Indenture) pursuant to the Loan Documents) upon any of Borrower Indenture as if the property or assets of such Guarantor pursuant to Guarantors were the terms of its Organizational Documents, any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, franchise agreement, or other agreement or instrument to which such Guarantor is a party or by which any of such Guarantor's property or assets is subject, nor will such action result in any violation of the provisions of any applicable statute or any applicable order, rule or regulation of any court or Governmental Authority or body having jurisdiction over such Guarantor or any of such Guarantor's other assets, and any consent, approval, authorization, order, registration or qualification of or with any Governmental Authority required for the execution, delivery and performance by each Guarantor of this Guaranty has been obtained and is in full force and effect, in each case if such Guarantor's noncompliance with this clause (d) would reasonably be expected to have a Material Adverse Effect. As a further inducement to Administrative Agent to make the Loan and in consideration thereof, each Guarantor further covenants and agrees (a) that in any action or proceeding brought by Administrative Agent against such Guarantor on this Guaranty, each Guarantor shall and does hereby waive trial by jury, (b) that a New York State District Court in New York County, New York, or, in a case involving diversity of citizenship, the United States District Court located in the Borough of Manhattan in New York, New York, shall have exclusive jurisdiction of any such action or proceeding, and (c) that service of any summons and complaint or other process in any such action or proceeding may be made by registered or certified mail directed to each Guarantor at such Guarantor's address set forth in Section 9 below, each Guarantor waiving personal service thereof. Nothing in this Guaranty will be deemed to preclude Administrative Agent from bringing an action or proceeding primary obligors with respect hereto in any other jurisdictionto such obligations guaranteed by the Guarantors.