Common use of Additional Representations, Warranties and Covenants Clause in Contracts

Additional Representations, Warranties and Covenants. Each of Borrower and Guarantor, jointly and severally, represents, warrants and covenants with and to Agent and Lenders as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders to Borrower: (a) this Amendment has been duly authorized, executed and delivered by all necessary action on the part of Borrower and Guarantor which is a party hereto and, if necessary, its stockholders or members, and the agreements and obligations of Borrower and Guarantor contained herein constitute the legal, valid and binding obligations of Borrower and Guarantor enforceable against Borrower and Guarantor in accordance with their respective terms; (b) No action of, or filing with, or consent of any Governmental Authority, and no approval or consent of any other third party (including, without limitation, the Senior Note Trustee), is required to authorize, or is otherwise required in connection with, the execution, delivery and performance of this Amendment; (c) neither the execution and delivery of this Amendment, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof (i) does or shall conflict with or result in the breach of, or constitute a default in any respect under any mortgage, deed of trust, security agreement or other agreement, document or instrument to which Borrower or Guarantor is a party or may be bound (including, without limitation, the Senior Note Indenture), or (ii) shall violate any provision of the certificate of incorporation, certificate of formation, bylaws or operating agreement, as applicable, of Borrower or Guarantor; and (d) as of the date of this Amendment, no Default or Event of Default exists or has occurred and is continuing.

Additional Representations, Warranties and Covenants. Each of Borrower Borrowers and GuarantorGuarantors represent, jointly warrant and severally, represents, warrants and covenants covenant with and to Agent and Lenders Lender as follows, which representations, warranties and covenants, together with the representations, warranties and covenants in the other Financing Agreements, are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders Lender to BorrowerBorrowers: (a) this Amendment has been duly authorized, executed and delivered by all necessary action on the part of Borrower and Guarantor which is a party hereto and, if necessary, its stockholders or members, and the agreements and obligations of Borrower and Guarantor contained herein constitute the legal, valid and binding obligations of Borrower and Guarantor enforceable against Borrower and Guarantor in accordance with their respective terms; (b) 3.1 No action of, or filing with, or consent of any Governmental Authority, and no approval or consent of any other third party (including, without limitation, the Senior Note Trustee)Person, is or will be required to authorize, or is or will be otherwise required in connection with, the execution, delivery and performance by Borrowers and Guarantors of this Amendment;Amendment No. 1. (c) neither 3.2 This Amendment No. 1 and each other agreement, document or instrument to be executed and delivered by any Borrower or Guarantor in connection therewith or herewith has been duly authorized, executed and delivered by all necessary action on the part of such Borrower or Guarantor, and Amendment No. 1 and each other agreement, document or instrument to be executed and delivered by Borrowers and Guarantors in connection therewith or herewith is in full force and effect as of the date of Amendment No. 1 and the agreements and obligations of Borrowers and Guarantors contained herein and therein constitute legal, valid and binding obligations of Borrowers and Guarantors enforceable against Borrowers and Guarantors in accordance with their respective terms. 3.3 Neither the execution and delivery of this AmendmentAmendment No. 1 or the documents, agreements or instruments executed or delivered in connection therewith or related thereto, nor the consummation of the transactions herein or therein contemplated, nor compliance with the provisions hereof (i) does or shall conflict thereof is in contravention of any law or regulation or any order or decree of any court or Governmental Authority applicable to Borrowers and Guarantors in any respect, or conflicts with or result in the breach of, or constitute constitutes a default in any respect under any mortgage, deed of trust, security agreement or other agreement, document agreement or instrument to which any Borrower or Guarantor is a party or may be bound (including, without limitation, the Senior Note Indenture)bound, or (ii) shall violate violates any provision of the certificate formation or other organizational documents of incorporation, certificate of formation, bylaws or operating agreement, as applicable, of any Borrower or Guarantor; and. (d) as of the date of 3.4 After giving effect to this AmendmentAmendment No. 1, no Event of Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default exists or has occurred and is continuingcontinuing on the date of Amendment No. 1.

Additional Representations, Warranties and Covenants. Each In addition to the continuing representations, warranties and covenants heretofore or hereafter made by Borrowers and Guarantors to Agent and Lenders pursuant to the other Financing Agreements, each of Borrower Borrowers and GuarantorGuarantors (including Madewell), jointly and severally, hereby represents, warrants and covenants with and to Agent and Lenders as follows, follows (which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, hereof and shall be incorporated into and made a part of the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans ): 3.1 This Amendment and each other agreement or instrument to be executed and delivered by Lenders to Borrower: (a) this Amendment has each Borrower and Guarantor in connection herewith have been duly authorized, executed and delivered by all necessary action on the part of such Borrower and or Guarantor which is a party hereto and thereto and, if necessary, its stockholders or membersstockholders, and is in full force and effect as of the date hereof, as the case may be, and the agreements and obligations of each Borrower and Guarantor contained herein and therein constitute the legal, valid and binding obligations of such Borrower and or Guarantor enforceable against Borrower and Guarantor it in accordance with their respective terms;, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditor’s rights generally and by general principles of equity. (b) 3.2 No action of, or filing with, or consent of any Governmental AuthorityAuthority (other than the filing of UCC financing statements), and no approval or consent of any other third party (including, without limitation, the Senior Note Trustee)party, is required to authorize, or is otherwise required in connection with, the execution, delivery and performance of this Amendment;Amendment and the transactions contemplated hereby. (c) neither the execution and delivery of this Amendment, nor the consummation 3.3 None of the transactions herein contemplatedcontemplated by this Amendment violate or will violate any applicable material law applicable to any Borrower, nor compliance with the provisions hereof (i) does Guarantor or shall conflict with or result in the breach ofMadewell, or constitute regulation, or do or will give rise to a default in any respect or breach under any mortgage, deed of trust, security material agreement or other agreement, document or instrument to which Borrower any Borrower, Guarantor or Guarantor Madewell is a party or may be bound by which any material property of any Borrower, Guarantor or Madewell is bound. 3.4 Borrowers and Guarantors (including, without limitation, the Senior Note Indenture), or (iiincluding Madewell) shall violate any provision take such steps and execute and deliver, and cause to be executed and delivered, to Agent, such additional UCC financing statements, and other and further agreements, documents and instruments as Agent may require in order to more fully evidence, perfect and protect Agent’s first priority security interest in the Collateral (including the Collateral of Madewell). 3.5 Each other representation and warranty applicable to Madewell as a Person comprising a Guarantor under the certificate of incorporation, certificate of formation, bylaws or operating agreement, as applicable, of Borrower or Guarantor; and (d) Financing Agreements is and will be true and correct as of the date of this Amendmenthereof, no Default or Event of Default exists or has occurred excluding any representations and is continuingwarranties which specifically relate to an earlier date.

Additional Representations, Warranties and Covenants. Each As a condition of this Agreement, Borrower, New Tenant and Guarantor, represent, warrant and covenant to Lender as follows: (a) Neither the entry into nor the performance of and compliance with this Agreement or any of the Loan Documents has resulted or will result in any material violation of, or a conflit with or a default under, any judgment, decree, order, mortgage, indenture, contract, ground lease, agreement or lease by which Borrower, New Tenant, Guarantor or any property owned by any of them, is bound, or any statute, rule, charter document or regulation applicable to any of them. (b) Borrower, New Tenant and Guarantor each have full power and authority to enter into this Agreement and all documents necessary to accomplish the Lease Restructuring and to incur and perform the obligations provided for herein and therein, all of which have been duly authorized by all necessary internal approvals and resolutions of Borrower, New Tenant and Guarantor, and no consent or approval of any third party other than those that will have been obtained and will be in effect as of the Effective Date is required as a condition to the Lease Restructuring or as a condition to the validity or enforceability hereof or thereof. This Agreement has been duly executed and delivered by Borrower, New Tenant and Guarantor and this Agreement constitutes, and each of the documents executed in connection with the Lease Restructuring after due execution and delivery thereof shall constitute, the legal and valid obligation of Borrower, New Tenant and Guarantor, fully enforceable against such parties in accordance with their respective terms, subject to bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally and the application of general principals of equity. (c) There is no action, proceeding or investigation pending or threatened which questions, directly or indirectly, the validity or enforceability of this Agreement or any of the other Loan Documents, or any action taken or to the knowledge of Borrower, New Tenant and Guarantor to be taken pursuant hereto or thereto, or to the knowledge of Borrower, New Tenant and Guarantor which might result in any material adverse change in the condition (financial or otherwise) or business of Borrower, New Tenant or Guarantor. (d) Without limiting the generality of the acknowledgment of the existence and validity of the Loan Documents by the Borrower and Guarantor and the affirmation of the Loan Documents by the Borrower and Guarantor, jointly Borrower and severally, represents, warrants Guarantor hereby specifically remake and covenants with and to Agent and Lenders as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with reaffirm the representations, warranties and covenants set forth in the Loan Documents. (e) To the best knowledge of Borrower, Guarantor and New Tenant, after due investigation and inquiry, the Transaction Summary fairly and completely describes all transactions contemplated to be taken in connection therewith (other Financing Agreements, being a continuing condition than actions or steps which individually and in the aggregate could not adversely affect repayment of any portion of the making Loan or Lender's lien position as to any of Loans by Lenders the New Operating Leases or any of the Properties), and no representation or warranty made in this Agreement or the documents attached hereto or delivered in connection herewith contains any untrue statement of material fact or omits to Borrower:state a material fact necessary in order to make such representations and warranties not misleading in light of the circumstances under which they are made. (af) this Amendment has been duly authorizedUpon the Effective Date, executed the New Operating Leases shall be the valid, binding and delivered by all necessary action on the part of Borrower and Guarantor which is a party hereto and, if necessary, its stockholders or members, and the agreements and enforceable obligations of Borrower and Guarantor contained herein constitute New Tenant, and shall be and remain subject to the legalexisting first liens and security interests of Lender pursuant to the Mortgages and the other Loan Documents on a basis that is subordinate and inferior to such liens and security interests held by Lender. (g) Upon the Effective Date, valid the New Management Agreements shall be the valid, binding and binding enforceable obligations of Borrower and/or New Tenant thereunder, and Guarantor enforceable against Borrower shall remain subject to the existing first liens and Guarantor security interests of Lender pursuant to the Mortgages and other Loan Documents on a basis that is subordinate and inferior to such liens and surety interests held by Lender, except to the extent set forth in accordance with their respective terms;the Manager Consent and Subordination Agreements attached hereto. (bh) No action ofTo the best knowledge of Borrower, Guarantor and New Tenant, after due investigation and inquiry, there is no default, event of default or filing with, event with which the giving of notice or consent the passage of any Governmental Authority, and no approval time could become a default or consent event of default under the ▇▇▇▇▇/Prime Operating Leases or under any other third party (includingmaterial agreement relating in any way to the Properties, without limitationwhich in each case, could reasonably be expected to have a material adverse effect on the Senior Note Trustee), is required to authorize, or is otherwise required in connection with, the execution, delivery and performance of this Amendment; (c) neither the execution and delivery of this Amendment, nor the consummation repayment of the transactions herein contemplated, nor compliance with the provisions hereof (i) does Loan or shall conflict with or result on Lender's lien and security interests in the breach of, or constitute a default property described in any respect under any mortgage, deed of trust, security agreement or other agreement, document or instrument to which Borrower or Guarantor is a party or may be bound (including, without limitation, the Senior Note Indenture), or (ii) shall violate any provision of the certificate of incorporation, certificate of formation, bylaws or operating agreement, as applicable, of Borrower or Guarantor; and (d) as of the date of this Amendment, no Default or Event of Default exists or has occurred and is continuingMortgages.

Additional Representations, Warranties and Covenants. Each As a condition of this Agreement, Borrower, New Tenant and Guarantor, represent, warrant and covenant to Lender as follows: (a) Neither the entry into nor the performance of and compliance with this Agreement or any of the Loan Documents has resulted or will result in any material violation of, or a conflict with or a default under, any judgment, decree, order, mortgage, indenture, contract, ground lease, agreement or lease by which Borrower, New Tenant, Guarantor or any property owned by any of them, is bound, or any statute, rule, charter document or regulation applicable to any of them. (b) Borrower, New Tenant and Guarantor each have full power and authority to enter into this Agreement and all documents necessary to accomplish the Lease Restructuring and to incur and perform the obligations provided for herein and therein, all of which have been duly authorized by all necessary internal approvals and resolutions of Borrower, New Tenant and Guarantor, and no consent or approval of any third party other than those that will have been obtained and will be in effect as of the Effective Date is required as a condition to the Lease Restructuring or as a condition to the validity or enforceability hereof or thereof. This Agreement has been duly executed and delivered by Borrower, New Tenant and Guarantor and this Agreement constitutes, and each of the documents executed in connection with the Lease Restructuring after due execution and delivery thereof shall constitute, the legal and valid obligation of Borrower, New Tenant and Guarantor, fully enforceable against such parties in accordance with their respective terms, subject to bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally and the application of general principals of equity. (c) There is no action, proceeding or investigation pending or threatened which questions, directly or indirectly, the validity or enforceability of this Agreement or any of the other Loan Documents, or any action taken or to the knowledge of Borrower, New Tenant and Guarantor to be taken pursuant hereto or thereto, or to the knowledge of Borrower, New Tenant and Guarantor which might result in any material adverse change in the condition (financial or otherwise) or business of Borrower, New Tenant or Guarantor. (d) Without limiting the generality of the acknowledgment of the existence and validity of the Loan Documents by the Borrower and Guarantor and the affirmation of the Loan Documents by the Borrower and Guarantor, jointly Borrower and severally, represents, warrants Guarantor hereby specifically remake and covenants with and to Agent and Lenders as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with reaffirm the representations, warranties and covenants set forth in the Loan Documents. (e) To the best knowledge of Borrower, Guarantor and New Tenant, after due investigation and inquiry, the Transaction Summary fairly and completely describes all transactions contemplated to be taken in connection therewith (other Financing Agreements, being a continuing condition than actions or steps which individually and in the aggregate could not adversely affect repayment of any portion of the making Loan or Lender's lien position as to any of Loans by Lenders the New Operating Leases or any of the Properties), and no representation or warranty made in this Agreement or the documents attached hereto or delivered in connection herewith contains any untrue statement of material fact or omits to Borrower:state a material fact necessary in order to make such representations and warranties not misleading in light of the circumstances under which they are made. (af) this Amendment has been duly authorizedUpon the Effective Date, executed the New Operating Leases shall be the valid, binding and delivered by all necessary action on the part of Borrower and Guarantor which is a party hereto and, if necessary, its stockholders or members, and the agreements and enforceable obligations of Borrower and Guarantor contained herein constitute New Tenant, and shall be and remain subject to the legalexisting first liens and security interests of Lender pursuant to the Mortgages and the other Loan Documents on a basis that is subordinate and inferior to such liens and security interests held by Lender. (g) Upon the Effective Date, valid the New Management Agreements shall be the valid, binding and binding enforceable obligations of Borrower and/or New Tenant thereunder, and Guarantor enforceable against Borrower shall remain subject to the existing first liens and Guarantor security interests of Lender pursuant to the Mortgages and other Loan Documents on a basis that is subordinate and inferior to such liens and surety interests held by Lender, except to the extent set forth in accordance with their respective terms;the Manager Consent and Subordination Agreements attached hereto. (bh) No action ofTo the best knowledge of Borrower, Guarantor and New Tenant, after due investigation and inquiry, there is no default, event of default or filing with, event with which the giving of notice or consent the passage of any Governmental Authority, and no approval time could become a default or consent event of default under the Unaffected Operating Leases or under any other third party (includingmaterial agreement relating in any way to the Properties, without limitationwhich in each case, could reasonably be expected to have a material adverse effect on the Senior Note Trustee), is required to authorize, or is otherwise required in connection with, the execution, delivery and performance of this Amendment; (c) neither the execution and delivery of this Amendment, nor the consummation repayment of the transactions herein contemplated, nor compliance with the provisions hereof (i) does Loan or shall conflict with or result on Lender's lien and security interests in the breach of, or constitute a default property described in any respect under any mortgage, deed of trust, security agreement or other agreement, document or instrument to which Borrower or Guarantor is a party or may be bound (including, without limitation, the Senior Note Indenture), or (ii) shall violate any provision of the certificate of incorporation, certificate of formation, bylaws or operating agreement, as applicable, of Borrower or Guarantor; and (d) as of the date of this Amendment, no Default or Event of Default exists or has occurred and is continuingMortgages.

Additional Representations, Warranties and Covenants. Each of Borrower Borrowers and GuarantorGuarantors, jointly and severally, representsrepresent, warrants warrant and covenants covenant with and to Agent and Lenders as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders to BorrowerBorrowers: (a) This Amendment and the other agreements, documents and instruments executed and/or delivered by any Borrower or Guarantor in connection herewith (together with this Amendment, the “Amendment has Documents”) have been duly authorized, executed and delivered by all necessary action on the part of each Borrower and Guarantor which is a party hereto and, if necessary, its stockholders their respective members or membersstockholders, as the case may be, and is in full force and effect as of the date hereof, as the case may be, and the agreements and obligations of Borrower Borrowers and Guarantor Guarantors contained herein or therein constitute the legal, valid and binding obligations of Borrower Borrowers and Guarantor Guarantors enforceable against Borrower and Guarantor them in accordance with their respective terms;, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) No action of, or filing with, or consent of any Governmental Authority, and no approval or consent of any other third party (including, without limitation, the Senior Note Trustee), is required to authorize, or is otherwise required in connection with, Neither the execution, delivery and performance of this Amendment; (c) neither the execution and delivery of this AmendmentAmendment or any other Amendment Document in connection therewith, nor the consummation of any of the transactions contemplated herein contemplated, nor compliance with the provisions hereof or therein (i) does or shall conflict with or result in the breach of, or constitute a default are in any material respect under in contravention of law or any mortgageindenture, deed of trust, security agreement or other agreement, document or instrument undertaking to which any Borrower or Guarantor is a party or may be by which any Borrower or Guarantor or its property are bound (including, without limitation, the Senior Note Indenture), or (ii) shall violate violates any provision of the certificate Certificate of incorporationIncorporation, certificate Certificate of formationFormation, bylaws Operating Agreement, By-Laws or operating agreementother governing documents of any Borrower or Guarantor. (c) All of the representations and warranties contained herein, in the Loan Agreement and the other Financing Agreements are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof and after giving effect hereto, except (i) to the extent that any such representations or warranties expressly relate solely to an earlier date (in which case such representations or warranties shall have been true and correct on and as of such earlier date) and (ii) with respect to any changes in the representations and warranties resulting from any actions, sales, mergers, acquisitions, dispositions or other transactions permitted by the Loan Agreement or consented to by the Required Lenders or all Lenders, as applicable, of Borrower or Guarantor; and. (d) as As of the date of this Amendmenthereof, no Default or Event of Default exists or has occurred and is continuing.

Additional Representations, Warranties and Covenants. Each of In addition to the continuing representations and warranties heretofore or hereafter made by Borrower to Agent and GuarantorLenders pursuant to the Loan Agreement and the other Financing Agreements, jointly and severally, Borrower hereby represents, warrants and covenants with with, to and to in favor of Agent and Lenders as follows, follows (which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, hereof and shall be incorporated into and made a part of the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders to Borrower:): (a) this 7.1 This Amendment has been duly authorized, executed and delivered by all necessary action on the part of Borrower Borrower, and Guarantor which is a party hereto and, if necessary, its stockholders or membersin full force and effect, and the agreements and obligations of Borrower and Guarantor contained herein constitute the legal, valid and binding obligations of Borrower and Guarantor enforceable against Borrower and Guarantor in accordance with their respective its terms;. (b) 7.2 No action of, Default or filing with, Event of Default exists or consent has occurred that is continuing on the date hereof. 7.3 Neither the execution or delivery of any Governmental Authority, and no approval or consent of any other third party (including, without limitation, the Senior Note Trustee), is required to authorize, Secured Notes or is otherwise required in connection with, any of the execution, delivery and performance of this Amendment; (c) neither the execution and delivery of this Amendmentother Noteholder Agreements, nor the consummation of the transactions herein contemplated by the Noteholder Agreements, nor compliance with the provisions thereof, shall result in the creation nor imposition of any lien, charge or incumbrance upon any of the Collateral as amended hereby. 7.4 The Senior Secured Notes have been duly authorized, issued and delivered by Borrower pursuant to the Note Indenture and the other Noteholder Agreements, and the transactions contemplated thereunder have been performed in accordance with their terms by the respective parties thereto in all respects, including the fulfillment (not merely the waiver) of all conditions precedent set forth therein. 7.5 All actions and proceedings required by the Senior Secured Notes and the other Noteholder Agreements, applicable law or regulations, including, without limitation, all Securities Laws, have been taken, and the transaction required thereunder have been (or will be when required to under the Noteholder Agreements or applicable law) duly and validly taken and consummated. 7.6 Neither the execution and delivery of the Senior Secured Notes or any of the other Noteholder Agreements nor the consummation of the transactions therein contemplated, nor compliance with the provisions hereof thereof (ia) has violated or will violate any of the Securities Laws or any other law or regulation or any order or decree of any court or governmental instrumentality in any respect, or (b) does or shall conflict with or result in the breach of, or constitute a default in any respect under under, any indenture, mortgage, deed of trust, security agreement or other agreement, document agreement or instrument to which Borrower or Guarantor is a party or may be bound (including, without limitation, the Senior Note Indenture)bound, or (iic) shall violate any provision of the certificate Certificate of incorporationIncorporation or By-Laws of Borrower. 7.7 All payments that are required or anticipated to be made on the date hereof and the names of the payees to be paid using all of the proceeds of the Senior Secured Notes contemplated by the Noteholder Agreements are set forth on Schedule 7.7 hereto. 7.8 To the best knowledge of Borrower, certificate no court of formationcompetent jurisdiction has issued any injunction, bylaws restraining order or operating agreementother order which prohibits consummation of the issuance of the Senior Secured Notes and the transactions related to the other Noteholder Agreements and no governmental or other action or proceeding has been threaten or commenced, seeking any injunction, restraining order or other order which seeks to avoid or otherwise modify the issuance of the Senior Secured Notes or any of the other Noteholder Agreements and the transactions related thereto. 7.9 Borrower has delivered to Agent, true, correct and complete copies of the Note Indenture and the other Noteholder Agreements. 7.10 Within ten (10) days after the date hereof, Agent shall have received, in form and substance satisfactory to Agent, all instruments and documents and such other documents as Agent may request, in its good faith judgment, to evidence and effectuate the releases and termination by Term Loan Agent and Term Loan Lenders of the Term Loan Debt and the Term Loan Agreements and the termination by Mortgage Note Trustee and Mortgage Note Holders of the Mortgage Note Debt and the Mortgage Note Agreements and the termination and release by it or them, as applicablethe case may be, of any interest in and to any assets and properties of Borrower, duly authorized, executed and delivered by them, including, but not limited to, (a) UCC termination statements for all existing UCC financing statements previously filed by any of them, as secured party, and Borrower (or Guarantor; and its predecessors), as debtor, (db) as satisfactions and discharges of any mortgages, deeds of trust or deeds to secure debt by Borrower in favor of Mortgage Note Trustee, in form acceptable for recording with the date appropriate Governmental Authority, and (c) releases of this Amendment, no Default terminations of any Intellectual Property filings previously filed by any of them against Borrower with the U.S. Patent and Trademark Office or Event of Default exists or has occurred and is continuingthe U.S. Copyright Office.

Additional Representations, Warranties and Covenants. Each of Borrower and Guarantor, jointly and severally, represents, warrants and covenants with and to Agent and Lenders as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders (or Agent on behalf of Lenders) to Borrower: (a) 3.1 Neither the execution, delivery and performance of this Amendment No. 8, or any other Financing Agreements in connection herewith, nor the consummation of the transactions herein or therein contemplated, are in contravention of law or any indenture, agreement or undertaking to which Borrower is a party or by which Borrower or its property are bound, or violates any provision of the Certificate of Incorporation or By-Laws (or similar governing documents) of Borrower; 3.2 No consent, approval or other action of, or filing with, or notice to any Governmental Authority is required in connection with the execution, delivery and performance of this Amendment No. 8; 3.3 This Amendment No. 8 has been duly authorized, executed and delivered by all necessary action on the part of Borrower and Guarantor which is a party hereto and, if necessary, its stockholders or members, and the agreements and obligations of Borrower and Guarantor contained herein constitute the legal, valid and binding obligations of Borrower and Guarantor enforceable against Borrower and Guarantor in accordance with their respective terms; (b) No action of, or filing with, or consent of any Governmental Authority, and no approval or consent of any other third party (including, without limitation, the Senior Note Trustee), is required to authorize, or is otherwise required in connection with, the execution, delivery and performance of this Amendment; (c) neither the execution and delivery of this Amendment, nor the consummation 3.4 All of the transactions herein contemplated, nor compliance with the provisions hereof (i) does or shall conflict with or result representations and warranties set forth in the breach ofLoan Agreement and the other Financing Agreements, or constitute a default each as amended hereby, are true and correct in any respect under any mortgage, deed of trust, security agreement or other agreement, document or instrument to which Borrower or Guarantor is a party or may be bound (including, without limitation, the Senior Note Indenture), or (ii) shall violate any provision of the certificate of incorporation, certificate of formation, bylaws or operating agreement, as applicable, of Borrower or Guarantor; and (d) all material respects on and as of the date hereof as if made on the date hereof, except to the extent any such representation or warranty is made as of this Amendmenta specified date, no in which case such representation or warranty shall have been true and correct in all material respects as of such date; and 3.5 No Default or Event of Default exists or has occurred and is continuing.

Additional Representations, Warranties and Covenants. Each of Borrower Borrowers and GuarantorGuarantors, jointly and severally, representsrepresent, warrants warrant and covenants covenant with and to Agent and Lenders as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders to BorrowerBorrowers: (a) This Amendment and the other agreements, documents and instruments executed and/or delivered by any Borrower or Guarantor in connection herewith (together with this Amendment, the “Amendment has Documents”) have been duly authorized, executed and delivered by all necessary action on the part of each Borrower and Guarantor which is a party hereto and, if necessary, its stockholders their respective members or membersstockholders, as the case may be, and is in full force and effect as of the date hereof, as the case may be, and the agreements and obligations of Borrower Borrowers and Guarantor Guarantors contained herein or therein constitute the legal, valid and binding obligations of Borrower Borrowers and Guarantor Guarantors enforceable against Borrower and Guarantor them in accordance with their respective terms;, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) No action of, or filing with, or consent of any Governmental Authority, and no approval or consent of any other third party (including, without limitation, the Senior Note Trustee), is required to authorize, or is otherwise required in connection with, Neither the execution, delivery and performance of this Amendment; (c) neither the execution and delivery of this AmendmentAmendment or any other Amendment Document in connection therewith, nor the consummation of any of the transactions contemplated herein contemplated, nor compliance with the provisions hereof or therein (i) does or shall conflict with or result in the breach of, or constitute a default are in any material respect under in contravention of law or any mortgageindenture, deed of trust, security agreement or other agreement, document or instrument undertaking to which any Borrower or Guarantor is a party or may be by which any Borrower or Guarantor or its property are bound (including, without limitation, the Senior Note Indenture), or (ii) shall violate violates any provision of the certificate Certificate of incorporationIncorporation, certificate Certificate of formationFormation, bylaws Operating Agreement, By-Laws or operating agreementother governing documents of any Borrower or Guarantor. (c) All of the representations and warranties contained herein, in the Loan Agreement and the other Financing Agreements are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof and after giving effect hereto, except (i) to the extent that any such representations or warranties expressly relate solely to an earlier date (in which case such representations or warranties shall have been true and correct on and as of such earlier date) and (ii) with respect to any changes in the representations and warranties resulting from any actions, sales, mergers, acquisitions, dispositions or other transactions permitted by the Loan Agreement or consented to by the Required Lenders, Supermajority Lenders or all Lenders, as applicable, of Borrower or Guarantor; and. (d) as As of the date of this Amendmenthereof, no Default or Event of Default exists or has occurred and is continuing.

Additional Representations, Warranties and Covenants. Each of Borrower and Guarantor, jointly and severally, represents, warrants and covenants with and to Agent and Lenders as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders (or Agent on behalf of Lenders) to Borrower: (a) 3.1 Neither the execution, delivery and performance of this Amendment No. 2, or any other Financing Agreements in connection herewith, nor the consummation of the transactions herein or therein contemplated, are in contravention of law or any indenture, agreement or undertaking to which Borrower is a party or by which Borrower or its property are bound, or violates any provision of the Certificate of Incorporation or By-Laws (or similar governing documents) of Borrower; 3.2 No consent, approval or other action of, or filing with, or notice to any Governmental Authority is required in connection with the execution, delivery and performance of this Amendment No. 2; 3.3 This Amendment No. 2 has been duly authorized, executed and delivered by all necessary action on the part of Borrower and Guarantor which is a party hereto and, if necessary, its stockholders or members, and the agreements and obligations of Borrower and Guarantor contained herein constitute the legal, valid and binding obligations of Borrower and Guarantor enforceable against Borrower and Guarantor in accordance with their respective terms; (b) No action of, or filing with, or consent of any Governmental Authority, and no approval or consent of any other third party (including, without limitation, the Senior Note Trustee), is required to authorize, or is otherwise required in connection with, the execution, delivery and performance of this Amendment; (c) neither the execution and delivery of this Amendment, nor the consummation 3.4 All of the transactions herein contemplated, nor compliance with the provisions hereof (i) does or shall conflict with or result representations and warranties set forth in the breach ofLoan Agreement and the other Financing Agreements, or constitute a default each as amended hereby, are true and correct in any respect under any mortgage, deed of trust, security agreement or other agreement, document or instrument to which Borrower or Guarantor is a party or may be bound (including, without limitation, the Senior Note Indenture), or (ii) shall violate any provision of the certificate of incorporation, certificate of formation, bylaws or operating agreement, as applicable, of Borrower or Guarantor; and (d) all material respects on and as of the date hereof as if made on the date hereof, except to the extent any such representation or warranty is made as of this Amendmenta specified date, no in which case such representation or warranty shall have been true and correct in all material respects as of such date; and 3.5 No Default or Event of Default exists or has occurred and is continuing.

Additional Representations, Warranties and Covenants. Each of In addition to the continuing representations and warranties heretofore or hereafter made by Borrower to Agent and GuarantorLenders pursuant to the Loan Agreement and the other Financing Agreements, jointly and severally, Borrower hereby represents, warrants and covenants with with, to and to in favor of Agent and Lenders as follows, follows (which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, hereof and shall be incorporated into and made a part of the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders to Borrower:): (a) this 9.1 This Amendment has been duly authorized, executed and delivered by all necessary action on the part of Borrower Borrower, and Guarantor which is a party hereto and, if necessary, its stockholders or membersin full force and effect, and the agreements and obligations of Borrower and Guarantor contained herein constitute the legal, valid and binding obligations of Borrower and Guarantor enforceable against Borrower and Guarantor in accordance with their respective its terms;. (b) 9.2 After giving effect to the amendments and the waivers set forth herein, no Default or Event of Default exists or has occurred that is continuing on the date hereof. 9.3 No action of, or filing with, or consent of any Governmental Authoritygovernmental or public body or authority, and no approval or consent of any other third party (Person, including, without limitation, limitation the Senior Note Trustee)Trustee or the Noteholders, is required to authorize, or is otherwise required in connection with, the execution, delivery and performance of this Amendment;Amendment and each other agreement or instrument to be executed and delivered pursuant hereto and thereto, except to the extent the same has been obtained and is in full force and effect. 9.4 The Revolving B Loan Documents have been duly authorized, executed and delivered by Borrowers, and the transactions contemplated thereunder shall be performed in accordance with their terms by the respective parties thereto in all respects, including the fulfillment (cnot merely the waiver) neither of all conditions precedent set forth therein. 9.5 All actions and proceedings required by the Revolving B Loan Documents and applicable law or regulations have been taken, and the transaction required thereunder shall have been duly and validly taken and consummated. 9.6 Neither the execution and delivery of this Amendment, or any other agreements, documents or instruments in connection therewith, nor the consummation of the transactions herein and therein contemplated, nor compliance with the provisions hereof thereof (ia) does has violated or shall violate any Federal or State securities laws or any other law or regulation or any order or decree of any court or governmental instrumentality in any respect, or (b) does, or shall conflict with or result in the breach of, or constitute a default in any respect under any mortgage, deed of trust, security agreement or other agreement, document agreement or instrument to which Borrower or Guarantor is a party or may be bound (bound, including, without limitation, the Senior Note Indenture)Noteholder Agreements, or (iic) does or shall violate any provision of the certificate Certificate of incorporationIncorporation or By-Laws of Borrower. 9.7 Borrower has delivered to Agent, certificate true, correct and complete copies of formation, bylaws or operating agreement, as applicable, of Borrower or Guarantor; and (d) as all of the Revolving B Loan Documents. 9.8 Borrower shall deliver to Agent within five (5) days after the date of this Amendmenthereof, no Default or Event of Default exists or has occurred in form and is continuingsubstance satisfactory to Agent, updates to the information contained in and schedules to the Information Certificate and updates to the schedules to the Loan Agreement, and the schedules and exhibits to the other Financing Agreements.

Additional Representations, Warranties and Covenants. Each of Borrower Borrowers and GuarantorGuarantors represent, jointly warrant and severally, represents, warrants and covenants covenant with and to Agent and Lenders Lender as follows, which representations, warranties and covenants, together with the representations, warranties and covenants in the other Financing Agreements, are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders Lender to BorrowerBorrowers: (a) this Amendment has been duly authorized, executed and delivered by all necessary action on the part of Borrower and Guarantor which is a party hereto and, if necessary, its stockholders or members, and the agreements and obligations of Borrower and Guarantor contained herein constitute the legal, valid and binding obligations of Borrower and Guarantor enforceable against Borrower and Guarantor in accordance with their respective terms; (b) 6.1 No action of, or filing with, or consent of any Governmental Authority, and no approval or consent of any other third party (including, without limitation, the Senior Note Trustee)Person, is or will be required to authorize, or is or will be otherwise required in connection with, the execution, delivery and performance by Borrowers and Guarantors of this Amendment;Amendment No. 3. (c) neither 6.2 This Amendment No. 3 and each other agreement, document or instrument to be executed and delivered by any Borrower or Guarantor in connection therewith or herewith has been duly authorized, executed and delivered by all necessary action on the part of such Borrower or Guarantor, and Amendment No. 3 and each other agreement, document or instrument to be executed and delivered by Borrowers and Guarantors in connection therewith or herewith is in full force and effect as of the date of Amendment No. 3 and the agreements and obligations of Borrowers and Guarantors contained herein and therein constitute legal, valid and binding obligations of Borrowers and Guarantors enforceable against Borrowers and Guarantors in accordance with their respective terms. 6.3 Neither the execution and delivery of this AmendmentAmendment No. 3 or the documents, agreements or instruments executed or delivered in connection therewith or related thereto, nor the consummation of the transactions herein or therein contemplated, nor compliance with the provisions hereof (i) does or shall conflict thereof is in contravention of any law or regulation or any order or decree of any court or Governmental Authority applicable to Borrowers and Guarantors in any respect, or conflicts with or result in the breach of, or constitute constitutes a default in any respect under any mortgage, deed of trust, security agreement or other agreement, document agreement or instrument to which any Borrower or Guarantor is a party or may be bound (including, without limitation, the Senior Note Indenture)bound, or (ii) shall violate violates any provision of the certificate formation or other organizational documents of incorporation, certificate of formation, bylaws or operating agreement, as applicable, of any Borrower or Guarantor; and. (d) as 6.4 After giving effect to the waiver of the date Specified Event of this AmendmentDefault provided in Section 5 hereof, no Event of Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default exists or has occurred and is continuingcontinuing on the date of Amendment No. 3.

Additional Representations, Warranties and Covenants. Each of Borrower and Guarantor, jointly and severally, Guarantor represents, warrants and covenants with and to Agent and Lenders as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Agent and Lenders to BorrowerBorrowers: (a) this 15.1 This Amendment has been duly authorized, executed and delivered by all necessary action on the part of each Borrower and Guarantor which and is a party hereto and, if necessary, its stockholders or members, in full force and effect as of the date hereof and the agreements and obligations of each Borrower and Guarantor contained herein constitute the constitutes legal, valid and binding obligations of such Borrower and or Guarantor enforceable against Borrower and Guarantor each of them in accordance with their respective terms;. (b) 15.2 No action of, or filing with, or consent of or any Governmental Authoritygovernmental or public body or authority, and no approval or consent of any other third party (party, including, without limitation, the Senior New Secured Note Trustee), any of the New Secured Noteholders, or any holder of the New Warrants, is or will be required to authorize, or is or will be otherwise required in connection with, the execution, delivery and performance of this Amendment; (c) neither the execution and delivery of this Amendment, nor the consummation Amendment or any of the transactions herein contemplatedagreements delivered pursuant hereto, nor compliance with other than the consent of Term Loan Agent and Term Loan Lenders to extend the maturity date of the Term Loan Agreement. 15.3 After giving effect to the provisions hereof (i) does or shall conflict with or result in the breach of, or constitute a default in any respect under any mortgage, deed of trust, security agreement or other agreement, document or instrument to which Borrower or Guarantor is a party or may be bound (including, without limitation, the Senior Note Indenture), or (ii) shall violate any provision of the certificate of incorporationThird Amendment to Amended and Restated Loan and Security Agreement, certificate of formation, bylaws or operating agreement, as applicable, of Borrower or Guarantor; and (d) dated as of the date of this Amendmenthereof, between Doe Run and Term Loan Agent, no Event of Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default exists or has occurred and is continuingcontinuing on the date hereof.

Additional Representations, Warranties and Covenants. Each of Borrower Borrowers and GuarantorGuarantors represent, jointly warrant and severally, represents, warrants and covenants covenant with and to Agent and Lenders Lender as follows, which representations, warranties and covenants, together with the representations, warranties and covenants in the other Financing Agreements, are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders Lender to BorrowerBorrowers: (a) this Amendment has been duly authorized, executed and delivered by all necessary action on the part of Borrower and Guarantor which is a party hereto and, if necessary, its stockholders or members, and the agreements and obligations of Borrower and Guarantor contained herein constitute the legal, valid and binding obligations of Borrower and Guarantor enforceable against Borrower and Guarantor in accordance with their respective terms; (b) 2.1 No action of, or filing with, or consent of any Governmental Authority, and no approval or consent of any other third party (including, without limitation, the Senior Note Trustee)Person, is or will be required to authorize, or is or will be otherwise required in connection with, the execution, delivery and performance by Borrowers and Guarantors of this Amendment;Amendment No. 2. (c) neither 2.2 This Amendment No. 2 and each other agreement, document or instrument to be executed and delivered by any Borrower or Guarantor in connection therewith or herewith has been duly authorized, executed and delivered by all necessary action on the part of such Borrower or Guarantor, and Amendment No. 2 and each other agreement, document or instrument to be executed and delivered by Borrowers and Guarantors in connection therewith or herewith is in full force and effect as of the date of Amendment No. 2 and the agreements and obligations of Borrowers and Guarantors contained herein and therein constitute legal, valid and binding obligations of Borrowers and Guarantors enforceable against Borrowers and Guarantors in accordance with their respective terms. 2.3 Neither the execution and delivery of this AmendmentAmendment No. 2 or the documents, agreements or instruments executed or delivered in connection therewith or related thereto, nor the consummation of the transactions herein or therein contemplated, nor compliance with the provisions hereof (i) does or shall conflict thereof is in contravention of any law or regulation or any order or decree of any court or Governmental Authority applicable to Borrowers and Guarantors in any respect, or conflicts with or result in the breach of, or constitute constitutes a default in any respect under any mortgage, deed of trust, security agreement or other agreement, document agreement or instrument to which any Borrower or Guarantor is a party or may be bound (including, without limitation, the Senior Note Indenture)bound, or (ii) shall violate violates any provision of the certificate formation or other organizational documents of incorporation, certificate of formation, bylaws or operating agreement, as applicable, of any Borrower or Guarantor; and. (d) as of the date of 2.4 After giving effect to this AmendmentAmendment No. 2, no Event of Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default exists or has occurred and is continuingcontinuing on the date of Amendment No. 2.

Additional Representations, Warranties and Covenants. Each of Borrower Borrowers and GuarantorGuarantors represent, jointly warrant and severally, represents, warrants and covenants covenant with and to Agent and Lenders as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders (or Agent on behalf of Lenders) to BorrowerBorrowers: (a) 6.1 neither the execution, delivery and performance of this Amendment has been duly authorizedNo. 1, executed and delivered by all necessary action on or any other Financing Agreements in connection herewith, nor the part consummation of the transactions herein or therein contemplated, are in contravention of law or any indenture, agreement or undertaking to which any Borrower and or Guarantor which is a party hereto andor by which any Borrower or Guarantor or its property are bound, if necessary, its stockholders or members, and violates any provision of the agreements and obligations Certificate of Incorporation or By-Laws (or similar governing documents) of any Borrower and Guarantor contained herein constitute the legal, valid and binding obligations of Borrower and Guarantor enforceable against Borrower and Guarantor in accordance with their respective termsor Guarantor; (b) No 6.2 no consent, approval or other action of, or filing with, or consent of notice to any Governmental Authority, and no approval or consent of any other third party (including, without limitation, the Senior Note Trustee), Authority is required to authorize, or is otherwise required in connection with, with the execution, delivery and performance of this AmendmentAmendment No. 1; (c) neither 6.3 this Amendment No. 1 has been duly executed and delivered by each Borrower and Guarantor and the execution agreements and delivery obligations of this Amendmenteach Borrower and Guarantor contained herein constitute legal, nor valid and binding obligations of each Borrower and Guarantor enforceable against each Borrower and Guarantor in accordance with the consummation terms hereof; 6.4 all of the transactions herein contemplated, nor compliance with the provisions hereof (i) does or shall conflict with or result representations and warranties set forth in the breach ofLoan Agreement and the other Financing Agreements, or constitute a default each as amended hereby, are true and correct in any respect under any mortgage, deed of trust, security agreement or other agreement, document or instrument to which Borrower or Guarantor is a party or may be bound (including, without limitation, the Senior Note Indenture), or (ii) shall violate any provision of the certificate of incorporation, certificate of formation, bylaws or operating agreement, as applicable, of Borrower or Guarantor; and (d) all material respects on and as of the date hereof as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such date; and 6.5 After giving effect to the terms of this AmendmentAmendment No. 1, no Default or Event of Default exists or has occurred and is continuing.

Additional Representations, Warranties and Covenants. Each of Borrower Borrowers and GuarantorGuarantors represent, jointly warrant and severally, represents, warrants and covenants covenant with and to Agent and Lenders Lender as follows, which representations, warranties and covenants, together with the representations, warranties and covenants in the other Financing Agreements, are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders Lender to BorrowerBorrowers: (a) this Amendment has been duly authorized, executed and delivered by all necessary action on the part of Borrower and Guarantor which is a party hereto and, if necessary, its stockholders or members, and the agreements and obligations of Borrower and Guarantor contained herein constitute the legal, valid and binding obligations of Borrower and Guarantor enforceable against Borrower and Guarantor in accordance with their respective terms; (b) No action of, or filing with, or consent of any Governmental Authority, and no approval or consent of any other third party (including, without limitation, the Senior Note Trustee)Person, is or will be required to authorize, or is or will be otherwise required in connection with, the execution, delivery and performance by Borrowers and Guarantors of this Amendment;Amendment No. 5. (b) This Amendment No. 5 and each other agreement, document or instrument to be executed and delivered by any Borrower or Guarantor in connection therewith or herewith has been duly authorized, executed and delivered by all necessary action on the part of such Borrower or Guarantor, and Amendment No. 5 and each other agreement, document or instrument to be executed and delivered by Borrowers and Guarantors in connection therewith or herewith is in full force and effect as of the date of Amendment No. 5 and the agreements and obligations of Borrowers and Guarantors contained herein and therein constitute legal, valid and binding obligations of Borrowers and Guarantors enforceable against Borrowers and Guarantors in accordance with their respective terms. (c) neither Neither the execution and delivery of this AmendmentAmendment No. 5 or the documents, agreements or instruments executed or delivered in connection therewith or related thereto, nor the consummation of the transactions herein or therein contemplated, nor compliance with the provisions hereof (i) does or shall conflict thereof is in contravention of any law or regulation or any order or decree of any court or Governmental Authority applicable to Borrowers and Guarantors in any respect, or conflicts with or result in the breach of, or constitute constitutes a default in any respect under any mortgage, deed of trust, security agreement or other agreement, document agreement or instrument to which any Borrower or Guarantor is a party or may be bound (including, without limitation, the Senior Note Indenture)bound, or (ii) shall violate violates any provision of the certificate formation or other organizational documents of incorporation, certificate of formation, bylaws or operating agreement, as applicable, of any Borrower or Guarantor; and. (d) as No Event of the date of this Amendment, no Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default exists or has occurred and is continuingcontinuing on the date of Amendment No. 5.

Additional Representations, Warranties and Covenants. Each of Borrower and Guarantor, jointly and severally, represents, warrants and covenants with and to Agent and Lenders as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders (or Agent on behalf of Lenders) to Borrower: (a) 8.1 Neither the execution, delivery and performance of this Amendment No. 9, or any other Financing Agreements in connection herewith, nor the consummation of the transactions herein or therein contemplated, are in contravention of law or any indenture, agreement or undertaking to which Borrower is a party or by which Borrower or its property are bound, or violates any provision of the Certificate of Incorporation or By-Laws (or similar governing documents) of Borrower; 8.2 No consent, approval or other action of, or filing with, or notice to any Governmental Authority is required in connection with the execution, delivery and performance of this Amendment No. 9; 8.3 This Amendment No. 9 has been duly authorized, executed and delivered by all necessary action on the part of Borrower and Guarantor which is a party hereto and, if necessary, its stockholders or members, and the agreements and obligations of Borrower and Guarantor contained herein constitute the legal, valid and binding obligations of Borrower and Guarantor enforceable against Borrower and Guarantor in accordance with their respective terms; (b) No action of, or filing with, or consent of any Governmental Authority, and no approval or consent of any other third party (including, without limitation, the Senior Note Trustee), is required to authorize, or is otherwise required in connection with, the execution, delivery and performance of this Amendment; (c) neither the execution and delivery of this Amendment, nor the consummation 8.4 All of the transactions herein contemplated, nor compliance with the provisions hereof (i) does or shall conflict with or result representations and warranties set forth in the breach ofLoan Agreement and the other Financing Agreements, or constitute a default each as amended hereby, are true and correct in any respect under any mortgage, deed of trust, security agreement or other agreement, document or instrument to which Borrower or Guarantor is a party or may be bound (including, without limitation, the Senior Note Indenture), or (ii) shall violate any provision of the certificate of incorporation, certificate of formation, bylaws or operating agreement, as applicable, of Borrower or Guarantor; and (d) all material respects on and as of the date hereof as if made on the date hereof, except to the extent any such representation or warranty is made as of this Amendmenta specified date, no in which case such representation or warranty shall have been true and correct in all material respects as of such date; and 8.5 No Default or Event of Default exists or has occurred and is continuing.

Additional Representations, Warranties and Covenants. Each of Borrower Borrowers and GuarantorGuarantors represent, jointly warrant and severally, represents, warrants and covenants covenant with and to Agent and Lenders Lender as follows, which representations, warranties and covenants, together with the representations, warranties and covenants in the other Financing Agreements, are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders Lender to BorrowerBorrowers: (a) this Amendment has been duly authorized, executed and delivered by all necessary action on the part of Borrower and Guarantor which is a party hereto and, if necessary, its stockholders or members, and the agreements and obligations of Borrower and Guarantor contained herein constitute the legal, valid and binding obligations of Borrower and Guarantor enforceable against Borrower and Guarantor in accordance with their respective terms; (b) No action of, or filing with, or consent of any Governmental Authority, and no approval or consent of any other third party (including, without limitation, the Senior Note Trustee)Person, is or will be required to authorize, or is or will be otherwise required in connection with, the execution, delivery and performance by Borrowers and Guarantors of this Amendment;Amendment No. 4. (b) This Amendment No. 4 and each other agreement, document or instrument to be executed and delivered by any Borrower or Guarantor in connection therewith or herewith has been duly authorized, executed and delivered by all necessary action on the part of such Borrower or Guarantor, and Amendment No. 4 and each other agreement, document or instrument to be executed and delivered by Borrowers and Guarantors in connection therewith or herewith is in full force and effect as of the date of Amendment No. 4 and the agreements and obligations of Borrowers and Guarantors contained herein and therein constitute legal, valid and binding obligations of Borrowers and Guarantors enforceable against Borrowers and Guarantors in accordance with their respective terms. (c) neither Neither the execution and delivery of this AmendmentAmendment No. 4 or the documents, agreements or instruments executed or delivered in connection therewith or related thereto, nor the consummation of the transactions herein or therein contemplated, nor compliance with the provisions hereof (i) does or shall conflict thereof is in contravention of any law or regulation or any order or decree of any court or Governmental Authority applicable to Borrowers and Guarantors in any respect, or conflicts with or result in the breach of, or constitute constitutes a default in any respect under any mortgage, deed of trust, security agreement or other agreement, document agreement or instrument to which any Borrower or Guarantor is a party or may be bound (including, without limitation, the Senior Note Indenture)bound, or (ii) shall violate violates any provision of the certificate formation or other organizational documents of incorporation, certificate of formation, bylaws or operating agreement, as applicable, of any Borrower or Guarantor; and. (d) as No Event of the date of this Amendment, no Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default exists or has occurred and is continuingcontinuing on the date of Amendment No. 4.

Additional Representations, Warranties and Covenants. Each of In addition to the continuing representations, warranties and covenants heretofore or hereafter made by each Borrower and GuarantorGuarantor to Agent and Lenders pursuant to the other Financing Agreements, each Borrower and Guarantor hereby jointly and severally, severally represents, warrants and covenants with and to Agent and Lenders as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, hereof and shall be incorporated into and made a part of the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders to Borrower: (a) No Event of Default or condition or event which with notice or passage of time or both would constitute an Event of Default exists or has occurred as of the date of this Amendment has been duly authorizedNo. 4 (after giving effect to the amendments made and consents granted by Agent and Lenders pursuant to this Amendment No. 4). As of the date of any Borrower or Guarantor entering into this Amendment No. 4 and after giving effect to each such transaction hereunder, the aggregate amount of outstanding Exempted Debt represented by such transaction, when aggregated with all other outstanding Exempted Debt, shall not exceed the Exempted Debt Limit, and such transaction is and shall be in compliance with the terms and conditions set forth in the Pep Boys Indentures. (b) This Amendment No. 4 and each other agreement or instrument to be executed and delivered by all necessary action on the part of Borrowers and Guarantors hereunder has been duly executed and delivered by each Borrower and Guarantor which and is a party hereto and, if necessary, its stockholders or membersin full force and effect as of the date hereof, and the agreements and obligations of each Borrower and Guarantor contained herein and therein constitute the legal, valid and binding obligations of each Borrower and Guarantor enforceable against each Borrower and Guarantor in accordance with their respective terms; (b) No action of, or filing with, or consent of any Governmental Authority, and no approval or consent of any other third party (including, without limitation, the Senior Note Trustee), is required to authorize, or is otherwise required in connection with, the execution, delivery and performance of this Amendment;. (c) neither Neither the execution and delivery of this AmendmentAmendment No. 4, nor the consummation of the transactions herein contemplatedcontemplated by this Amendment No. 4, nor compliance with the provisions hereof of this Amendment No. 4 or instruments thereunder shall result in (i) does the creation or shall conflict with imposition of any lien, claim, charge or result encumbrance upon any of the Collateral, except in the breach of, or constitute a default in any respect under any mortgage, deed favor of trust, security agreement or other agreement, document or instrument to which Borrower or Guarantor is a party or may be bound (including, without limitation, the Senior Note Indenture), Agent and Lenders or (ii) shall violate the incurrence, creation, assumption of any provision Indebtedness of the certificate of incorporation, certificate of formation, bylaws or operating agreement, as applicable, of any Borrower or Guarantor; and, except as expressly permitted under Section 9.9 of the Loan Agreement (after giving effect to this Amendment No. 4) and by the other Financing Agreements. (d) as No court of competent jurisdiction has issued any injunction, restraining order or other order which prohibits consummation of the date transactions contemplated in respect of this AmendmentAmendment No. 4, and no Default governmental or Event other action or proceeding has been threatened or commenced in the United States of Default exists America, seeking any injunction, restraining order or has occurred and is continuingother order which seeks to void or otherwise modify the transactions described in this Amendment No.

Additional Representations, Warranties and Covenants. Each of Borrower and Guarantor, jointly and severally, represents, warrants and covenants with and to Agent and Lenders as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders (or Agent on behalf of Lenders) to Borrower: (a) 3.1 Neither the execution, delivery and performance of this Amendment No. 7, or any other Financing Agreements in connection herewith, nor the consummation of the transactions herein or therein contemplated, are in contravention of law or any indenture, agreement or undertaking to which Borrower is a party or by which Borrower or its property are bound, or violates any provision of the Certificate of Incorporation or By-Laws (or similar governing documents) of Borrower; 3.2 No consent, approval or other action of, or filing with, or notice to any Governmental Authority is required in connection with the execution, delivery and performance of this Amendment No. 7; 3.3 This Amendment No. 7 has been duly authorized, executed and delivered by all necessary action on the part of Borrower and Guarantor which is a party hereto and, if necessary, its stockholders or members, and the agreements and obligations of Borrower and Guarantor contained herein constitute the legal, valid and binding obligations of Borrower and Guarantor enforceable against Borrower and Guarantor in accordance with their respective terms; (b) No action of, or filing with, or consent of any Governmental Authority, and no approval or consent of any other third party (including, without limitation, the Senior Note Trustee), is required to authorize, or is otherwise required in connection with, the execution, delivery and performance of this Amendment; (c) neither the execution and delivery of this Amendment, nor the consummation 3.4 All of the transactions herein contemplated, nor compliance with the provisions hereof (i) does or shall conflict with or result representations and warranties set forth in the breach ofLoan Agreement and the other Financing Agreements, or constitute a default each as amended hereby, are true and correct in any respect under any mortgage, deed of trust, security agreement or other agreement, document or instrument to which Borrower or Guarantor is a party or may be bound (including, without limitation, the Senior Note Indenture), or (ii) shall violate any provision of the certificate of incorporation, certificate of formation, bylaws or operating agreement, as applicable, of Borrower or Guarantor; and (d) all material respects on and as of the date hereof as if made on the date hereof, except to the extent any such representation or warranty is made as of this Amendmenta specified date, no in which case such representation or warranty shall have been true and correct in all material respects as of such date; and 3.5 No Default or Event of Default exists or has occurred and is continuing.