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

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation duly organized and in good standing under the laws of its jurisdiction of incorporation and 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, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s company powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate of formation, operating agreement, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any 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 other encumbrance upon any property of any Borrower or Guarantor, except, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral in favor of Agent and Secured Parties pursuant to the terms of 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 such Borrower and Guarantor enforceable in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws limiting creditors’ rights generally or by general equitable principles.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation or limited liability company duly organized and in good standing under the laws of its jurisdiction state of incorporation or formation identified in its Information Certificate and is duly qualified as a foreign corporation or limited liability company 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, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse Effectmaterial adverse effect on such Borrower’s or Guarantor’s financial condition, results of operation or business or the rights of Agent in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder by each Borrower and Guarantor (a) are all within each such Borrower’s and or Guarantor’s corporate or limited liability company powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any such Borrower’s or Guarantor’s certificate of incorporation, certificate of formation, by-laws, operating agreement, agreement or other organizational documentation, or any indenture, agreement or undertaking to which any such Borrower or Guarantor is a party or by which any such Borrower or Guarantor or its property are bound bound, except for those lease agreements of Xxxxxx for which Xxxxxx did not obtain consents from the parties thereto with respect to this Agreement, 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 any such Borrower or Guarantor, except, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral Guarantor other than liens in favor of Agent and Secured Parties pursuant to the terms of the Financing Agreementsor any Lender as contemplated hereby. This Agreement and the other Financing Agreements to which any each Borrower or and Guarantor is a party constitute legal, valid and binding obligations of such Borrower and or Guarantor enforceable in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws limiting creditors’ rights generally or by general equitable principlesterms.

Corporate Existence, Power and Authority. Each Borrower Loan Party and Guarantor each Subsidiary thereof is a corporation corporation, limited liability company, limited partnership or other legal entity duly organized and in good standing under the laws of its jurisdiction of incorporation organization and is duly qualified as a foreign corporation corporation, limited liability company, limited partnership, or other legal entity 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, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement, Agreement and the other Financing Agreements Loan Documents and the consummation of the transactions contemplated hereunder and thereunder (a) are all within each BorrowerLoan Party’s and Guarantor’s company corporate, limited liability company, limited partnership or other comparable powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any BorrowerLoan Party’s or Guarantor’s certificate of incorporation, certificate of formation, bylaws, operating agreement, limited partnership agreement or other organizational documentation, or any indenture, agreement agreement, undertaking or undertaking Material Contract to which any Borrower or Guarantor Loan Party is a party or by which any Borrower or Guarantor Loan Party 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 Lien upon any property of any Borrower or Guarantor, except, Loan Party (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral other than Liens in favor of the Administrative Agent on behalf of itself and the Secured Parties pursuant to the terms of the Financing AgreementsParties). This Agreement and the other Financing Agreements Loan Documents to which any Borrower or Guarantor Loan Party is a party constitute legal, valid and binding obligations of such Borrower and Guarantor Loan Party enforceable in accordance with their respective terms except as such terms; provided that the enforceability may be limited by hereof and thereof is subject in each case to general principles of equity and to bankruptcy, insolvency, moratorium or insolvency and similar laws limiting affecting the enforcement of creditors’ rights generally or by general equitable principlesgenerally.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation duly organized and in good standing under the laws of its jurisdiction of incorporation and 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, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s company corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate of formationincorporation, operating agreementby laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any 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 other encumbrance upon any property of any Borrower or Guarantor, except, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral in favor of Agent and Secured Parties pursuant to the terms of 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 such Borrower and Guarantor enforceable in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws limiting creditors’ rights generally or by general equitable principles.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation or limited liability company duly organized and in good standing under the laws of its jurisdiction state of incorporation organization and is duly qualified as a foreign corporation or limited liability company 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, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s 's and Guarantor’s 's corporate or limited liability company powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s 's or Guarantor’s 's certificate or articles of formationincorporation, operating agreementby-laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any 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 other encumbrance upon any property of any Borrower or Guarantor, except, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral in favor of Agent and Secured Parties pursuant to the terms of 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 such Borrower and Guarantor enforceable in accordance with their respective terms terms, except as such enforceability may be is limited by bankruptcy, insolvency, reorganization, moratorium or similar other laws limiting relating to or affecting generally the enforcement of 71 creditors’ ' rights generally and except to the extent that availability of the remedy of specific performance or by general equitable principlesinjunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation or limited liability company duly organized and in good standing under the laws of its jurisdiction of incorporation organization and is duly qualified as a foreign corporation or limited liability company 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, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate or limited liability company powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate of formationincorporation, by laws, certificate of organization, operating agreement, agreement or other organizational documentation, (d) will not result in a breach of or constitute a default under any indenture or loan or credit agreement or any indentureother agreement, agreement lease or undertaking instrument to which any Borrower or Guarantor is a party or by which any such Borrower or Guarantor or its property are properties may be bound or affected (other than a default under the Existing Remington Notes Indenture (which shall not constitute an Event of Default under (and as defined in) the Existing Remington Notes Indenture before the passage of 30 days after Remington’s receipt of a notice of default thereunder without a cure by Remington) that will occur as a result of Remington’s incurrence of Indebtedness evidenced by the Senior Notes and the incurrence of the Indebtedness under this Agreement prior to payment or redemption of the Existing Remington Notes); and (de) 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 any Borrower or Guarantor, except, Guarantor (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral in favor of Agent and Secured Parties pursuant to the terms of the Financing Agreementsother than Permitted Liens). This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor enforceable in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws limiting creditors’ rights generally or by general equitable principlesterms.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation duly organized and in good standing under the laws of its jurisdiction of incorporation organization and 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, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse Effectmaterial adverse effect on the Borrower’s financial condition, results of operation or business or the rights of the Lender in or to any of the Collateral. The execution, delivery and performance of this Loan Agreement, the other Financing Agreements Transaction Documents and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s company the Borrowers’ corporate powers, ; (b) have been duly authorized, ; (c) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate the Borrowers’ articles of formationincorporation, operating agreementby-laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower one or Guarantor more of the Borrowers is a party or by which any Borrower the Borrowers or Guarantor or its their property are bound and bound; (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 any Borrower or Guarantor, except, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect the Borrowers; and (iie) with respect to (d) above, the creation will not require any approval of stockholders or any approval or consent of any Person under any contract of the security interest Borrowers, except for such approvals or consents which will be obtained on or before such Closing Date and disclosed in the Collateral in favor of Agent and Secured Parties pursuant to the terms of the Financing AgreementsSchedule 6.1 hereto. This Loan Agreement and the other Financing Agreements Transaction Documents to which any Borrower or Guarantor it is a party signatory have been duly executed and delivered by each Borrower and constitute a legal, valid and binding obligations obligation of such the Borrower and Guarantor enforceable in accordance with their respective terms except as such enforceability may be limited terms. The execution, delivery and performance by bankruptcythe Borrowers of the Transaction Documents and the consummation of the transactions contem­plated by the Transaction Documents do not and will not require any registration with, insolvencyconsent or approval of or notice to, moratorium or similar laws limiting creditors’ rights generally other action to, with or by general equitable principlesby, any Federal, state or other governmental authority or public body or subdivision thereof.

Corporate Existence, Power and Authority. Each The Borrower and Guarantor each of its Subsidiaries is a corporation corporation, limited liability company or partnership, duly organized and in good standing under the laws of its jurisdiction state of incorporation incorporation, organization or formation, and is duly qualified as a foreign corporation corporation, limited liability company or partnership 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, except for those other jurisdictions in which the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements Loan Documents and the transactions contemplated hereunder and thereunder (ai) are all within each the Borrower’s and Guarantoreach Subsidiary’s corporate, limited liability company or partnership powers, as applicable, (bii) have been duly authorized, (ciii) are not in contravention of law or the terms of any the Borrower’s or Guarantorsuch Subsidiary’s certificate of formation, operating agreement, or other organizational documentation, or any indenture, agreement or undertaking to which any the Borrower or Guarantor any Subsidiary is a party or by which any the Borrower or Guarantor any Subsidiary or its property are bound and (div) 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 Lien upon any property of any the Borrower or Guarantor, except, (i) with respect to (c) above, where such contravention any of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral in favor of Agent and Secured Parties pursuant to the terms of the Financing Agreementsits Subsidiaries. This Agreement and the other Financing Agreements Loan Documents to which any the Borrower or Guarantor any of its Subsidiaries is a party constitute legal, valid and binding obligations of the Borrower or such Borrower and Guarantor Subsidiary, enforceable in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws limiting creditors’ rights generally or and by general equitable principles.

Corporate Existence, Power and Authority. Each Borrower and each Guarantor is a corporation duly organized and in good standing under the laws of its jurisdiction state of incorporation or formation and 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, except for those other jurisdictions in which the failure to so qualify would not have cause a Material Adverse EffectChange. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and each Guarantor’s company corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s or any Guarantor’s certificate of incorporation or formation, by-laws, partnership agreement, operating agreement, or other organizational documentation, or any indenture, agreement or undertaking to which any such Borrower or such Guarantor is a party or by which any such 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 any such Borrower or Guarantor, except, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral in favor of Agent and Secured Parties Guarantor except pursuant to the terms of the Financing Agreements. This Agreement and the other Financing Agreements to which any Borrower or any Guarantor is a party constitute legal, valid and binding obligations of such Borrower and such Guarantor enforceable in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws limiting creditors’ rights generally or by general equitable principles.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation an organization duly organized and in good standing under the laws of its jurisdiction of incorporation organization and is duly qualified as a foreign corporation entity 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, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse Effectmaterial adverse effect on such Borrower's or Guarantor’s financial condition, results of operation or business or the rights of Agent in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s 's and Guarantor’s company organizational powers, (b) have been duly authorized, (c) are not in contravention of law (except as could not reasonably be expected to have a Material Adverse Effect) or the terms of any Borrower’s 's or Guarantor’s certificate of incorporation, certificate of formation, by-laws, operating agreement, or limited liability company agreement or other organizational documentation, or except as could not reasonably be expected to have a Material Adverse Effect, any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any 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 other encumbrance upon any property of any Borrower or GuarantorGuarantor other than the liens, exceptsecurity interests, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral charges or other encumbrances granted in favor of Agent and Secured Parties pursuant to this Agreement and the terms of the other Financing AgreementsDocuments. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such each Borrower and Guarantor enforceable in accordance with their respective terms terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws limiting creditors’ affecting the enforcement of creditor's rights generally or any by general equitable principlesprinciples (whether enforcement is sought by proceedings in equity or at law).

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation or limited liability company duly organized and in good standing under the laws of its state or jurisdiction of incorporation or organization and is duly qualified as a foreign corporation or other organization 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, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse Effectmaterial adverse effect on such Borrower’s or Guarantor’s financial condition, results of operation or business or the rights of Agent in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate or limited liability company powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate of incorporation, by-laws, certificate or formation, operating agreement, agreement or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any 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 other encumbrance upon any property of any Borrower or Guarantor, except, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral in favor of Agent and Secured Parties pursuant to the terms of 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 such Borrower and Guarantor enforceable in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws limiting creditors’ rights generally or by general equitable principlesterms.

Corporate Existence, Power and Authority. Each Borrower of the Corporation and Guarantor its Subsidiaries is a corporation or limited liability company, as applicable, duly organized and in good standing validly existing under the laws of its jurisdiction of incorporation organization and 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 its assets makes such qualification necessary, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements agreements contemplated hereunder and the transactions contemplated hereunder and thereunder (a) are all within each Borrowerthe Corporation’s and Guarantor’s company corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrowerthe Corporation’s or Guarantor’s certificate any of formationits Subsidiaries’ articles of incorporation, operating agreementbylaws, or other organizational documentation, or any indenture, agreement or undertaking to which the Corporation or any Borrower or Guarantor of its Subsidiaries is a party or by which any Borrower or Guarantor or its of their property are bound and is bound, (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 any Borrower the Corporation or Guarantor, except, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect its Subsidiaries and (iie) with respect to (d) above, the creation will not require any approval of shareholders or any approval or consent of any Person under any contract of the security interest Corporation or its Subsidiaries, except for such approvals or consents which will be obtained on or before the Closing Date and are disclosed in the Collateral in favor of Agent and Secured Parties pursuant to the terms Schedule 3.1 of the Financing AgreementsCorporation Disclosure Letter. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is agreements contemplated hereunder have been duly executed and delivered by the Corporation and constitute a party constitute legal, valid and binding obligations obligation of such Borrower and Guarantor the Corporation enforceable in accordance with their respective terms terms, except as such that its enforceability may be limited by subject to applicable bankruptcy, insolvency, moratorium reorgani­za­tion, morator­ium or other similar laws limiting Laws affecting the enforcement of creditors’ rights generally or generally, and by general equitable principles. The execution, delivery and performance by the Corporation of this Agreement and the agreements contemplated hereunder and the consummation of the transactions contem­plated by this Agreement and the agreements contemplated hereunder do not and will not require any registration with, consent or approval of or notice to, or other action to, with or by, any Governmental Authority or public body or subdivision thereof.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a limited liability company or a corporation duly formed or organized and in good standing under the laws of its state or jurisdiction of incorporation or organization and is duly qualified as a foreign limited liability company or 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, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse Effectmaterial adverse effect on such Borrower’s or Guarantor’s financial condition, results of operation or business or the rights of Agent in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s powers as a limited liability company or corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate articles of formationorganization, operating agreement, certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any 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 other encumbrance upon any property of any Borrower or Guarantor, except, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral in favor of Agent and Secured Parties pursuant to the terms of 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 such Borrower and Guarantor enforceable in accordance with their respective terms , except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws limiting creditors’ rights generally or and by general equitable principles. Neither of the Inactive Domestic Subsidiaries owns (or will own) any material assets or conducts or engages (or will conduct or engage) in any business.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation duly organized and in good standing under the laws of its jurisdiction of incorporation organization and 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, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse EffectEffect on such Borrower's or Guarantor’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, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s 's and Guarantor’s company corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s 's or Guarantor’s certificate of formationincorporation, operating agreementby-laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound to the extent that any conflict could not be reasonably expected to result in a Material Adverse Effect 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 any Borrower or Guarantor, except, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral in favor of Agent and Secured Parties pursuant to the terms of 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 such Borrower and Guarantor enforceable in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws limiting creditors’ rights generally or by general equitable principlesterms.

Corporate Existence, Power and Authority. Each Borrower of WCI Steel Production Control Services Inc. and Guarantor WCI Steel Metallurgical Services, Inc. is a corporation duly organized and in good standing under the laws of its state or other jurisdiction of incorporation and 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, except for those other 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 any of Guarantors or the rights of Agent and Lenders hereunder or under any of the other Financing Agreements. WCI Steel Sales L.P. is a limited partnership duly organized and in good standing under the laws of the state in which it was formed and is duly qualified 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, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on the financial condition, results of operation or businesses of any of Guarantors or the rights of Agent and Lenders hereunder or under any of the other Financing Agreements. The execution, delivery and performance of this AgreementGuarantee is within the corporate powers or authority of each of Guarantors, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s company powers, (b) have has been duly authorized, (c) are authorized and is not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate the certificates of formationincorporation, operating limited partnership agreement, by-laws, or other organizational documentationdocumentation of each of Guarantors, or any indenture, agreement or undertaking to which any Borrower or Guarantor of Guarantors is a party or by which any Borrower or Guarantor of Guarantors 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 any Borrower or Guarantor, except, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral in favor of Agent and Secured Parties pursuant to the terms of the Financing Agreementsbound. This Agreement and Guarantee constitutes the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations obligation of such Borrower and Guarantor each of Guarantors enforceable in accordance with their respective terms except as such enforceability may its terms. Any one of Guarantors signing this Guarantee shall be limited by bankruptcy, insolvency, moratorium bound hereby whether or similar laws limiting creditors’ rights generally not any of the other Guarantors or by general equitable principlesany other person signs this Guarantee at any time.

Corporate Existence, Power and Authority. Each Borrower and Guarantor each Aftermarket Entity is a corporation or limited liability company, as applicable, duly organized and in good standing under the laws of its jurisdiction of incorporation organization and is duly qualified as a foreign corporation or limited liability company, as applicable, 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, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse Effectmaterial adverse effect on such Borrower's or such Aftermarket Entity's financial condition, results of operation or business or the rights of Agent in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s 's and Guarantor’s company each Aftermarket Entity's corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s 's or Guarantor’s any Aftermarket Entity's certificate of incorporation or formation, by laws, operating agreement, agreement or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower or Guarantor any Aftermarket Entity is a party or by which any Borrower or Guarantor any Aftermarket Entity 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 any Borrower or Guarantor, except, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral in favor of Agent and Secured Parties pursuant to the terms of the Financing Agreementsany Aftermarket Entity. This Agreement and the other Financing Agreements to which any Borrower or Guarantor any Aftermarket Entity is a party constitute legal, valid and binding obligations of such Borrower and Guarantor such Aftermarket Entity enforceable in accordance with their respective terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws limiting affecting the enforcement of creditors’ ' rights generally or and by general equitable principlesprinciples (whether enforcement is sought by proceedings in equity or at law).

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation or limited liability company, as applicable, duly organized and in good standing under the laws of its jurisdiction state of incorporation organization and is duly qualified as a foreign corporation or limited liability company, as applicable, 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, except for those other jurisdictions in which the failure to so qualify would could not reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s 's and Guarantor’s company 's organizational powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s 's or Guarantor’s 's certificate of formationincorporation, operating agreementby-laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any 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 other encumbrance upon any property of any Borrower or Guarantor, except, Guarantor (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral other than those in favor of Agent and Secured Parties pursuant to Lenders, the terms of Term Loan Agent and the Financing AgreementsNew Notes Trustee). This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor enforceable in accordance with their respective terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or similar other laws limiting creditors’ affecting creditor's rights generally or and by general equitable principlesprinciples of equity.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation duly organized and in good standing under the laws of its jurisdiction of incorporation and 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, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse Effectmaterial adverse effect on such Borrower's or Guarantor'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, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s 's and Guarantor’s company 's corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s 's or Guarantor’s 's certificate of formationincorporation, operating agreementby-laws, or other organizational documentation, or any material indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any 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 other encumbrance upon any property of any Borrower or Guarantor, except, Guarantor (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral other than in favor of Agent and Secured Parties pursuant to the terms of the Financing AgreementsLender). This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor enforceable in accordance with their respective terms terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws limiting of general applicability affecting the enforcement of creditors’ ' rights generally and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or by general equitable principlesat law).

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation or limited liability company or business trust duly organized and in good standing under the laws of its jurisdiction of incorporation organization and is duly qualified as a foreign corporation or limited liability company 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, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse EffectEffect and subject to the rights of Borrowers and Guarantors under Section 9.7 hereof. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s 's and Guarantor’s 's corporate or limited liability company powerspowers or powers as a business trust, as applicable, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s 's or Guarantor’s 's certificate of formationincorporation, by-laws, certificate of formation or operating agreement, agreement or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any 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 other encumbrance upon any property of any Borrower or Guarantor, except, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral in favor of Agent and Secured Parties pursuant to the terms of 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 such Borrower and Guarantor enforceable in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws limiting creditors’ rights generally or by general equitable principlesterms.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation duly organized and in good standing under the laws of its jurisdiction state of incorporation and 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, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and or Guarantor’s company corporate powers, as the case may be, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate of formationincorporation, operating agreementby-laws, or other organizational documentation, or any indentureindenture (including without limitation, agreement the 2004 Senior Subordinated Note Indenture), or other material mortgage, agreement, instrument or undertaking to which any Borrower or Guarantor is a party or by which any a Borrower or Guarantor or its any of their property are bound and (d) will not result in the creation or imposition ofin, or require or give rise to any obligation to grant, the creation or imposition of any lien, security interest, charge or other encumbrance upon any property of Borrowers or Guarantors under the 2004 Senior Subordinated Note Indenture or otherwise upon any property of any Borrower or Guarantor, except, Guarantor (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral other than in favor of Agent and Secured Parties pursuant to the terms of 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 such Borrower and Guarantor enforceable in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws limiting creditors’ rights generally or by general equitable principlesterms.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a limited liability company or a corporation duly formed or organized and in good standing under the laws of its state or jurisdiction of incorporation or organization and is duly qualified as a foreign limited liability company or 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, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse Effectmaterial adverse effect on such Borrower’s or Guarantor’s financial condition, results of operation or business or the rights of Agent in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s powers as a limited liability company or corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate articles of formationorganization, operating agreement, certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any 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 other encumbrance upon any property of any Borrower or Guarantor, except, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral in favor of Agent and Secured Parties pursuant to the terms of the Financing Agreements. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute constitutes the legal, valid and binding obligations of such Borrower and Guarantor enforceable in accordance with their respective terms terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws limiting creditors’ rights generally or and by general equitable principles.

Corporate Existence, Power and Authority. Each Borrower of Borrower, Guarantor, and Guarantor Atlantic North is a corporation duly organized and in good standing under the laws of its jurisdiction state of incorporation and 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, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse Effectmaterial adverse effect on such Borrower’s or Guarantor’s or Atlantic North’s financial condition, results of operation or business or the rights of Agent in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s company corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate of formationincorporation, operating agreementby-laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any 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 other encumbrance upon any property of any Borrower or Guarantor, except, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral Guarantor other than in favor of the Agent, the Lenders, the Noteholder Collateral Agent and Secured Parties pursuant to the terms of the Financing AgreementsNoteholders as permitted in Section 9.8 hereof. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor enforceable in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws limiting creditors’ rights generally or by general equitable principlesterms.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation or limited liability company, as applicable, duly organized and in good standing under the laws of its jurisdiction state of incorporation organization and is duly qualified as a foreign corporation or limited liability company, as applicable, 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, except for those other jurisdictions in which the failure to so qualify would could not reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s 's and Guarantor’s company 's organizational powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s 's or Guarantor’s 's certificate of formationincorporation, operating agreementby-laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any 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 other encumbrance upon any property of any Borrower or Guarantor, except, Guarantor (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral other than those in favor of Agent and Secured Parties pursuant to Lenders, the terms of Working Capital Agent and the Financing AgreementsNew Notes Trustee). This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor enforceable in accordance with their respective terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or similar other laws limiting creditors’ affecting creditor's rights generally or and by general equitable principlesprinciples of equity.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation duly organized and in good standing under the laws of its jurisdiction state of incorporation and 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, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and 's or Guarantor’s company =s corporate powers, as the case may be, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s 's or Guarantor’s =s certificate of formationincorporation, operating agreementby?laws, or other organizational documentation, or any indentureindenture (including without limitation, agreement the Pep Boys Indentures), or other material mortgage, agreement, instrument or undertaking to which any Borrower or Guarantor is a party or by which any a Borrower or Guarantor or its any of their property are bound and (d) will not result in the creation or imposition ofin, or require or give rise to any obligation to grant, the creation or imposition of any lien, security interest, charge or other encumbrance upon any property of Borrowers or Guarantors under the Pep Boys Indentures or otherwise upon any property of any Borrower or Guarantor, except, Guarantor (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral other than in favor of Agent and Secured Parties pursuant to the terms of 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 such Borrower and Guarantor enforceable in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws limiting creditors’ rights generally or by general equitable principlesterms.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation or limited liability company duly organized and in good standing under the laws of its jurisdiction state of incorporation organization and is duly qualified as a foreign corporation or limited liability company 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, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate or limited liability company powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate or articles of formationincorporation, operating agreementby-laws, or other organizational documentation, or any indenture, agreement Material Agreement or other material undertaking to which any Borrower or Guarantor is a party or by which any 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 other encumbrance upon any property of any Borrower or Guarantor, except, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral except in favor of Agent and Secured Parties pursuant to the terms of the Financing AgreementsAdministrative Agent. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor enforceable in accordance with their respective terms terms, except as such enforceability may be is limited by bankruptcy, insolvency, reorganization, moratorium or similar other laws limiting relating to or affecting generally the enforcement of creditors’ rights generally and except to the extent that availability of the remedy of specific performance or by general equitable principlesinjunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation an organization duly organized and in good standing under the laws of its jurisdiction of incorporation organization and is duly qualified as a foreign corporation entity 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, except for those other 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, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s company 's organizational powers, (b) have been duly authorized, (c) are not in contravention of law (except as could not reasonably be expected to have a Material Adverse Effect) or the terms of any Borrower’s or Guarantor’s 's certificate of incorporation, certificate of formation, by-laws, operating agreement, or limited liability company agreement or other organizational documentation, or except as could not reasonably be expected to have a Material Adverse Effect, any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any 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 other encumbrance upon any property of any Borrower other than the liens, security interests, charges or Guarantor, except, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral other encumbrances granted in favor of Agent and Secured Parties Lender pursuant to this Agreement and the terms of the other Financing AgreementsDocuments. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such each Borrower and Guarantor enforceable in accordance with their respective terms terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws limiting creditors’ affecting the enforcement of creditor's rights generally or any by general equitable principlesprinciples (whether enforcement is sought by proceedings in equity or at law).

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation duly organized and in good standing under the laws of its jurisdiction state of incorporation identified in its Information Certificate and 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, except for those other 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 Agent in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder by each Borrower (a) are all within each such Borrower’s and Guarantor’s company corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any such Borrower’s or Guarantor’s certificate of formationincorporation, operating agreementby-laws, or other organizational documentation, or any indenture, agreement or undertaking to which any such Borrower or Guarantor is a party or by which any such Borrower or Guarantor or its property are bound bound, except for those lease agreements of Xxxxxx for which Xxxxxx did not obtain consents from the parties thereto with respect to the Acquisition and this Agreement 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 any such Borrower or Guarantor, except, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral other than liens in favor of Agent and Secured Parties pursuant to the terms of the Financing Agreementsor any Lender as contemplated hereby. This Agreement and the other Financing Agreements to which any each Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor enforceable in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws limiting creditors’ rights generally or by general equitable principlesterms.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation duly organized and in good standing under the laws of its jurisdiction of incorporation organization and 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, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse EffectEffect (provided, that, the foregoing shall not be construed to limit the rights of Borrowers and Guarantors with respect to transactions permitted under Section 9.7 hereof). The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s 's and each Guarantor’s company 's corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s 's or Guarantor’s 's certificate of formationincorporation, operating agreementby-laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any 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 other encumbrance upon any property of any Borrower or Guarantor, except, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral Guarantor except in favor of Agent and Secured Parties pursuant to this Agreement and the terms of the other 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 such Borrower and Guarantor enforceable in accordance with their respective terms terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium reorganization, moratorium, or similar laws limiting law affecting creditors’ ' rights generally or and by general equitable principlesprinciples of equity.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation duly organized and in good standing under the laws of its jurisdiction state, province or country of incorporation and is duly qualified as a foreign or extra-provincial corporation and in good standing in all states states, provinces or other (domestic or foreign) jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse Effectmaterial adverse effect on such Borrower's or Guarantor's financial condition, results of operation or business or the rights of Agent in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s 's and Guarantor’s company 's corporate powers, (b) have been duly authorized, (c) are not in contravention of applicable law or the terms of any Borrower’s 's or Guarantor’s 's certificate of formationincorporation, operating agreementby-laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any 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 charge, hypothec, or other encumbrance upon any property of any Borrower or Guarantor, except, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral in favor of Agent and Secured Parties pursuant to the terms of 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 such Borrower and Guarantor enforceable in accordance with their respective terms except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws limiting of general applicability affecting the enforcement of creditors’ ' rights generally and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or by general equitable principlesat law).

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation duly organized and in good standing under the laws of its jurisdiction of incorporation organization and 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, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s company corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate of formationincorporation, operating agreementby laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any 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 other encumbrance upon any property of any Borrower or Guarantor, except, (i) with respect to (c) and (d) above, where such contravention of law or result would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral in favor of Agent and Secured Parties pursuant to the terms of 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 such Borrower and Guarantor enforceable in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws limiting creditors’ rights generally or by general equitable principles.

Corporate Existence, Power and Authority. Each Parent, Borrower and Guarantor each Restricted Subsidiary is a corporation duly organized and in good standing under the laws of its jurisdiction state of incorporation organization and is duly qualified as a foreign corporation entity 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, except for those other 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 business of Borrower individually, or Parent, Borrower and the Restricted Subsidiaries, taken as a whole, or the rights of Agent or any Lender in or to the Collateral used in the calculation of the Borrowing Base or any material portion of any other Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within Parent's, Borrower's and each Borrower’s and Guarantor’s company Restricted Subsidiary's powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Parent's, Borrower’s 's or Guarantor’s such Restricted Subsidiary's certificate of formationincorporation, operating agreementby-laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Parent, Borrower or Guarantor such Restricted Subsidiary is a party or by which any Parent, Borrower or Guarantor such Restricted Subsidiary's 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 any Parent, Borrower or Guarantor, except, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral in favor of Agent and Secured Parties pursuant to the terms of the Financing AgreementsRestricted Subsidiary. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor each Restricted Subsidiary enforceable in accordance with their respective terms except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium or similar laws limiting creditors’ affecting the enforceability of creditor's rights generally and by equitable principles of general applicability (regardless of whether such enforceability is considered in a proceeding in equity or by general equitable principlesat law).

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation or limited liability company duly organized and in existence (in the case of a corporation organized under the laws of the State of Oregon) or otherwise in good standing under the laws of its jurisdiction of incorporation organization and is duly qualified as a foreign corporation and or limited liability company, and, to the extent applicable, 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, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate or limited liability company powers, (b) have been duly authorized, (c) are not in contravention of applicable law in any material respect or the terms of any Borrower’s or Guarantor’s certificate of formationincorporation, operating agreementby laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any 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 other encumbrance upon any property of any Borrower or Guarantor, except, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral in favor of Agent and Secured Parties pursuant to the terms of 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 such Borrower and Guarantor enforceable in accordance with their respective terms terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium reorganization, moratorium, or similar laws limiting law affecting creditors’ rights generally or and by general equitable principlesprinciples of equity.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation or limited liability company, as the case may be, duly organized and in good standing under the laws of its jurisdiction state of incorporation or formation, as the case may be, and is duly qualified as a foreign corporation or limited liability company, as the case may be, and in good standing standing, if applicable, 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, except for those other 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 any Guarantor or the rights of Lender hereunder or under any of the other Financing Agreements. The execution, delivery and performance of this Agreement, Guarantee is within the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate powers or limited liability company powers, (b) as the case may be, of each Guarantor, have been duly authorized, (c) authorized and are not in contravention of law or the terms of any Borrower’s the certificates of incorporation, articles of organization or Guarantor’s certificate of formation, as the case may be, by-laws or operating agreement, as the case may be, or other organizational documentationdocumentation of any such Guarantor, or any indenture, agreement or undertaking to which any Borrower or such Guarantor is a party or by which any 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 any Borrower or Guarantor, except, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral in favor of Agent and Secured Parties pursuant to the terms of the Financing Agreementsbound. This Agreement and Guarantee constitutes the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations obligation of such Borrower and each Guarantor enforceable in accordance with their respective terms except as such enforceability may its terms. Any Guarantor signing this Guarantee shall be limited by bankruptcy, insolvency, moratorium bound hereby whether or similar laws limiting creditors’ rights generally not any of the other Guarantors or by general equitable principlesany other person signs this Guarantee at any time.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation duly organized and in good standing under the laws of its jurisdiction of incorporation organization and 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, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s 's and Guarantor’s company 's corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s 's or Guarantor’s 's certificate of formationincorporation, operating agreementby laws, or other organizational documentation, or any material indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any 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 other encumbrance upon any property of any Borrower or Guarantor, except, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral Guarantor except for liens in favor of Agent and Secured Parties pursuant to the terms of the Financing AgreementsAgent. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor enforceable in accordance with their respective terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws limiting affecting creditors’ ' rights generally or generally, by general equitable principlesprinciples or by principles of good faith and fair dealing (regardless of whether enforcement is sought in equity or at law).

Corporate Existence, Power and Authority. Each Borrower of the Corporation and Guarantor its Subsidiaries is a corporation or limited liability company, as applicable, duly organized and in good standing validly existing under the laws of its 12 jurisdiction of incorporation organization and 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 its assets makes such qualification necessary, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements agreements contemplated hereunder and the transactions contemplated hereunder and thereunder (a) are all within each Borrowerthe Corporation’s and Guarantor’s company corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrowerthe Corporation’s or Guarantor’s certificate any of formationits Subsidiaries’ articles of incorporation, operating agreementbylaws, or other organizational documentation, or any indenture, agreement or undertaking to which the Corporation or any Borrower or Guarantor of its Subsidiaries is a party or by which any Borrower or Guarantor or its of their property are bound and is bound, (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 any Borrower the Corporation or Guarantor, except, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect its Subsidiaries and (iie) with respect to (d) above, the creation will not require any approval of shareholders or any approval or consent of any Person under any contract of the security interest Corporation or its Subsidiaries, except for such approvals or consents which will be obtained on or before the Closing Date and are disclosed in the Collateral in favor of Agent and Secured Parties pursuant to the terms Schedule 3.1 of the Financing AgreementsCorporation Disclosure Letter. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is agreements contemplated hereunder have been duly executed and delivered by the Corporation and constitute a party constitute legal, valid and binding obligations obligation of such Borrower and Guarantor the Corporation enforceable in accordance with their respective terms terms, except as such that its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws limiting Laws affecting the enforcement of creditors’ rights generally or generally, and by general equitable principles. The execution, delivery and performance by the Corporation of this Agreement and the agreements contemplated hereunder and the consummation of the transactions contemplated by this Agreement and the agreements contemplated hereunder do not and will not require any registration with, consent or approval of or notice to, or other action to, with or by, any Governmental Authority or public body or subdivision thereof.

Corporate Existence, Power and Authority. Each Borrower and Guarantor Guarantor, and each of its Subsidiaries, is a corporation or limited liability company duly organized and in good standing under the laws of its jurisdiction state of incorporation or formation identified in its Information Certificate and is duly qualified as a foreign corporation or limited liability company 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, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse Effectmaterial adverse effect on such Borrower’s or Guarantor’s financial condition, results of operation or business or the rights of Agent in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder by each Borrower and Guarantor (a) are all within each such Borrower’s and or Guarantor’s corporate or limited liability company powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any such Borrower’s or Guarantor’s certificate of incorporation, certificate of formation, by-laws, operating agreement, agreement or other organizational documentation, or any indenture, agreement or undertaking to which any such Borrower or Guarantor is a party or by which any such Borrower or Guarantor or its property are bound bound, except for those lease agreements of Xxxxxx for which Xxxxxx did not obtain consents from the parties thereto with respect to this Agreement, 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 any such Borrower or Guarantor, except, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral Guarantor other than liens in favor of Agent and Secured Parties pursuant to the terms of the Financing Agreementsor any Lender as contemplated hereby. This Agreement and the other Financing Agreements to which any each Borrower or and Guarantor is a party constitute legal, valid and binding obligations of such Borrower and or Guarantor enforceable in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws limiting creditors’ rights generally or by general equitable principlesterms.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation duly organized and in existence (in the case of a corporation organized under the laws of the State of Oregon) or otherwise in good standing under the laws of its jurisdiction of incorporation organization and is duly qualified as a foreign corporation and corporation, and, to the extent applicable, 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, except for those other jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s company corporate powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate of formationincorporation, operating agreementby laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any 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 other encumbrance upon any property of any Borrower or Guarantor, except, (i) with respect to (c) above, where such contravention of law would not have a Material Adverse Effect and (ii) with respect to (d) above, the creation of the security interest in the Collateral in favor of Agent and Secured Parties pursuant to the terms of 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 such Borrower and Guarantor enforceable in accordance with their respective terms terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium reorganization, moratorium, or similar laws limiting law affecting creditors’ rights generally or and by general equitable principlesprinciples of equity.