Common use of Corporate Existence, Power and Authority; Subsidiaries Clause in Contracts

Corporate Existence, Power and Authority; Subsidiaries. Borrower and ------------------------------------------------------ Guarantor are each a corporation duly organized and in good standing under the laws of its state of incorporation and are each duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary where the failure to so qualify would have a Material Adverse Effect. The execution, delivery and performance of this Agreement and the other Financing Agreements to which it is a party and the transactions contemplated hereunder and thereunder (a) are all within Borrower's and Guarantor's corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of Borrower's or Guarantor's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Borrower or Guarantor is a party or by which Borrower or Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or encumbrance upon any property of Borrower or Guarantor. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of Borrower and Guarantor enforceable in accordance with their respective terms. Borrower and Guarantor do not have any Subsidiaries except as set forth on Schedule 7.1 to the Information Certificate.

Corporate Existence, Power and Authority; Subsidiaries. Borrower Each of Borrower, Guarantors and ------------------------------------------------------ Guarantor are each their respective Subsidiaries is a corporation duly organized and in good standing under the laws of its state of incorporation and are each is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions (where such concept is recognized) where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary where necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effectmaterial adverse effect on Borrower's financial condition, results of operation or business or the rights of Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement and Agreement, the other Financing Agreements to which it is a party and the transactions contemplated hereunder and thereunder (a) are all within the corporate powers of Borrower's , each Guarantor and Guarantor's corporate powerstheir Subsidiaries, (b) have been duly authorized, (c) authorized and are not in contravention of applicable law or the terms of Borrower's or any Guarantor's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Borrower Borrower, any Guarantor or Guarantor any of their respective Subsidiaries is a party or by which Borrower Borrower, Guarantors or Guarantor any of their respective Subsidiaries or its their property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or encumbrance upon any property of Borrower or Guarantorbound. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of Borrower and each Guarantor enforceable in accordance with their respective terms. Borrower and Guarantor Guarantors do not have any Subsidiaries except as set forth on Schedule 7.1 to the Information Certificate8.1.

Corporate Existence, Power and Authority; Subsidiaries. Borrower and ------------------------------------------------------ Each Guarantor are each is a corporation or limited liability company duly organized and in good standing under the laws of its state of incorporation organization and are each is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary where necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effectmaterial adverse effect on the financial condition, results of operation or businesses of Borrower and its Subsidiaries, taken as a whole, or the rights of Secured Party in or to any of the Collateral. The execution, delivery and performance of this Agreement and Agreement, the other Financing Agreements to which it is a party and the transactions contemplated hereunder and thereunder (a) are all within Borrower's and each Guarantor's corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of Borrower's or each Guarantor's certificate of incorporationincorporation or organization, by-laws, operating agreement or other organizational documentation, or any indenture, agreement or undertaking to which Borrower or such Guarantor is a party or by which Borrower or such Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of Borrower or GuarantorGuarantors other than the liens and security interest under the Financing Agreements. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of Borrower and Guarantor Guarantors enforceable in accordance with their respective terms. Borrower and Guarantor Guarantors do not have any Subsidiaries except as set forth on Schedule 7.1 to the Information Certificate.

Corporate Existence, Power and Authority; Subsidiaries. Each Borrower and ------------------------------------------------------ Guarantor are each is a corporation duly organized and in good standing under the laws of its state of incorporation and are each is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary where necessary, except for those jurisdictions in which the failure to so qualify would has not had and could not reasonably be expected to have a Material Adverse Effect. The After giving effect to the Order, the execution, delivery and performance of this Agreement and Agreement, the other Financing Agreements to which it is a party Loan Documents and the transactions contemplated hereunder and thereunder (a) are all within each Borrower's and Guarantor's corporate powers, (b) have been duly authorized, (c) authorized and are not in contravention of law or the terms of such Borrower's or Guarantor's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which such Borrower or Guarantor is a party or by which such Borrower or Guarantor or its property are bound and (d) will not result in bound. After giving effect to the creation or imposition ofOrder, or require or give rise to any obligation to grant, any lien, security interest, charge or encumbrance upon any property of Borrower or Guarantor. This this Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party Loan Documents constitute legal, valid and binding obligations of each Borrower and Guarantor enforceable in accordance with their respective terms. No Borrower and or Guarantor do not have has any Subsidiaries except as set forth on Schedule 7.1 to the Information CertificateIV hereto.

Corporate Existence, Power and Authority; Subsidiaries. Except as set forth on Omnibus Schedule 7, each Borrower and ------------------------------------------------------ Guarantor are each Obligor is a corporation duly organized and in good standing under the laws of its state of incorporation and are each is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary where necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effectmaterial adverse effect on the Apparel Group's consolidated financial condition, results of operations or business or the rights of Lender in or to any of the Collateral or other property which is security for the Obligations. The execution, delivery and performance of this Agreement and Agreement, the other Financing Agreements to which it is a party and the transactions contemplated hereunder and thereunder (a) are all within each Borrower's and Guarantoreach other Obligor's corporate powers, (b) have been duly authorized, (c) authorized and are not in contravention of law or the terms of each Borrower's or Guarantorany other Obligor's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower or Guarantor any other Obligor is a party or by which any Borrower or Guarantor any other Obligor or its any of their respective property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or encumbrance upon any property of Borrower or Guarantoris bound. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of Borrower Borrowers, Parent, the other Obligors and Guarantor Borrower's Agent enforceable in accordance with their respective terms. Borrower and Guarantor Borrowers do not have any Subsidiaries except as set forth on Omnibus Schedule 7.1 1 hereto or, after the date hereof, as disclosed in writing to the Information CertificateLender and as to which there has been compliance with Sections 9.1 and 9.2 hereof.

Corporate Existence, Power and Authority; Subsidiaries. Each Borrower and ------------------------------------------------------ Guarantor are each and HI New York is a corporation duly organized and in good standing under the laws of its state of incorporation and are each is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary where necessary, except for those jurisdictions in which the failure to so qualify would has not had and could not reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement and Agreement, the other Financing Agreements to which it is a party and the transactions contemplated hereunder and thereunder (a) are all within each Borrower's and Guarantor's and HI New York's corporate powers, (b) have been duly authorized, (c) authorized and are not in contravention of law or the terms of such Borrower's or Guarantor's or HI New York's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which such Borrower or Guarantor or HI New York is a party or by which such Borrower or Guarantor or HI New York or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or encumbrance upon any property of Borrower or Guarantorbound. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of each Borrower and Guarantor and HI New York enforceable in accordance with their respective terms. No Borrower and or Guarantor do not have or HI New York has any Subsidiaries subsidiaries except as set forth on Schedule 7.1 to the Information CertificateCertificate or as created in accordance with Section 9.10(g).

Corporate Existence, Power and Authority; Subsidiaries. Borrower and ------------------------------------------------------ each Guarantor are each is a corporation duly organized and in good standing under the laws of its state of incorporation and are each is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary and where the failure to so qualify would has or could reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement and Agreement, the other Financing Agreements to which it is a party and the transactions contemplated hereunder and thereunder (a) are all within Borrower's and each Guarantor's corporate powers, (b) have been duly authorized, (c) are authorized and do not in contravention of violate or breach any law or the terms of Borrower's or and each Guarantor's certificate of incorporation, by-laws, or other organizational documentation, or any material indenture, agreement or undertaking to which Borrower or any Guarantor is a party or by which Borrower or any Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or encumbrance upon any property of Borrower or Guarantorbound. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of Borrower and each Guarantor enforceable in accordance with their respective termsterms except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors' rights generally and by general principles of equity regardless of whether considered a proceeding in equity or at law. Borrower and Guarantor Guarantors do not have any Subsidiaries except as set forth on Schedule 7.1 to the Information Certificate.. There are no certificates or other instruments evidencing the interest of QS in Spartan Steel Coating L.L.C., Shiloh of Michigan, L.L.C., TWB Company L.L.C., Delaco Processing L.L.C., Bing Blanking L.L.C. or of Eveleth in Eveleth Mining, L.L.C.

Corporate Existence, Power and Authority; Subsidiaries. Each Borrower and ------------------------------------------------------ Guarantor are each -------------------------------------------------------- is a corporation duly organized and in good standing under the laws of its state of incorporation and are each is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary where necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effectmaterial adverse effect on such Borrower's financial condition, results of operation or business or the rights of Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement and Agreement, the other Financing Agreements to which it is a party and the transactions contemplated hereunder and thereunder (a) are all within each Borrower's and Guarantor's corporate powers, (b) have been duly authorized, (c) authorized and are not in contravention of law or the terms of such Borrower's or Guarantor's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which such Borrower or Guarantor is a party or by which such Borrower or Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or encumbrance upon any property of Borrower or Guarantorbound. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of each Borrower and Guarantor enforceable against it in accordance with their respective terms. Borrower and Guarantor Borrowers do not have any Subsidiaries except as set forth on Schedule 7.1 to the Information Certificate.

Corporate Existence, Power and Authority; Subsidiaries. Each Borrower and ------------------------------------------------------ Guarantor are each is a corporation duly organized and in good standing under the laws of its state of incorporation and are each is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary where necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement and Agreement, the other Financing Agreements to which it is a party and the transactions contemplated hereunder and thereunder (a) are all within each Borrower's and or Guarantor's corporate powers, (b) have been duly authorized, (c) authorized and are not in contravention of law or the terms of any Borrower's or Guarantor's certificate of incorporation, by-laws, or other organizational documentation, or any indentureindenture (including without limitation, agreement any of the Pep Boys Indentures), or other material mortgage, agreement, instrument or undertaking to which a Borrower or Guarantor is a party or by which a Borrower or Guarantor or its any of their property are bound and (d) will not or result in in, require, or give rise to the creation or imposition of, or require or give rise to any obligation to grant, of any lien, security interest, charge or encumbrance upon any property of Borrower Borrowers or GuarantorGuarantors under the Pep Boys Indentures or otherwise (other than in favor of Lender pursuant to the terms of the Financing Agreements). This Agreement and the other Financing Agreements to which any Borrower or Guarantor each is a party constitute legal, valid and binding obligations of Borrower Borrowers and Guarantor Guarantors enforceable in accordance with their respective terms. Borrower Borrowers and Guarantor Guarantors do not have any Subsidiaries except as set forth on Schedule 7.1 to the Information CertificateCertificates.

Corporate Existence, Power and Authority; Subsidiaries. Each Borrower and ------------------------------------------------------ Guarantor are each is a corporation or limited liability company duly organized and in good standing under the laws of its state jurisdiction of incorporation organization and are each is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary where necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement and Agreement, the other Financing Agreements to which it is a party and the transactions contemplated hereunder and thereunder (a) are all within Borrower's the corporate powers or powers as a limited liability company of each Borrower and Guarantor's corporate powers, (b) have been duly authorized, (c) authorized and are not in contravention of law or the terms of each Borrower's or and Guarantor's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which such Borrower or Guarantor is a party or by which such Borrower or Guarantor or its property are bound and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or encumbrance upon any property of Borrower or Guarantorbound. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of Borrower Borrowers and Guarantor Guarantors enforceable in accordance with their respective terms. Borrower Borrowers and Guarantor Guarantors do not have any Subsidiaries except as set forth in Schedule 8.1 hereto, and such other Subsidiaries as may be formed after the date hereof in accordance with Section 9.7 below. The only Non-Guarantor Subsidiaries of Borrowers and Guarantors in existence on the date hereof are identified on Schedule 7.1 to the Information Certificate8.1.