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

Additional Representations, Warranties and Covenants. In addition to the continuing representations, warranties and covenants heretofore made in the Loan Agreement or otherwise and hereafter made by Borrower and Guarantors to Lender, whether pursuant to the Financing Agreements or otherwise, and not in limitation thereof, Borrower and Guarantors hereby represent, warrant and covenant with, to and in favor of Lender the following (which shall survive the execution and delivery of this Agreement), the truth and accuracy of which, or compliance with, to the extent such compliance does not violate the terms and provisions of the Bankruptcy Code, being a continuing condition of the making of loans by Lender: 7.1 This Thirteenth Ratification Amendment has been duly authorized, executed and delivered by Borrower and Guarantors and the agreements and obligations of Borrower and Guarantors contained herein constitute legal, valid and binding obligations of Borrower and Guarantors enforceable against Borrower and Guarantors in accordance with their respective terms. 7.2 The mortgages granted to Lender under the Mortgages constitute valid and perfected first priority mortgages on the Eligible Real Property subject thereto. 7.3 Borrower has good and marketable fee simple title to the Eligible Real Property, subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, nature or description. 7.4 Borrower and Guarantors shall execute and/or deliver to Lender all other Financing Agreements, and other agreements, documents and instruments, in form and substance satisfactory to Lender, which, in the good faith judgment of Lender are necessary or appropriate in connection with this Thirteenth Ratification Amendment; 7.5 Each of Borrower and Guarantors shall comply in full with the notice and other requirements of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, and the terms and conditions of the Final DIP Financing Order in a manner acceptable to Lender and its counsel; 7.6 No objection has been filed by any interested party to the terms and conditions of this Thirteenth Ratification Amendment and Borrower and Guarantors are authorized, in accordance with the terms of the Final DIP Financing Order, to execute, deliver, comply with and fully be bound by this Thirteenth Ratification Amendment; and 7.7 Except as set forth above, no Default or Event of Default exists or has occurred and is continuing as of the date hereof.

Additional Representations, Warranties and Covenants. In addition to the continuing representations, warranties and covenants heretofore made in the Loan Agreement or otherwise and hereafter made by Borrower and Guarantors to Lender, whether pursuant to the Financing Agreements or otherwise, and not in limitation thereof, Borrower and Guarantors hereby represent, warrant and covenant with, to and in favor of Lender the following (which shall survive the execution and delivery of this Agreement), the truth and accuracy of which, or compliance with, to the extent such compliance does not violate the terms and provisions of the Bankruptcy Code, being a continuing condition of the making of loans by Lender: 7.1 4.1 The Budget attached hereto as Exhibit A has been thoroughly reviewed by Borrower and Guarantors and their respective appropriate management and sets forth, among other things, the actual through September 30, 2004 and the projected through June 30, 2005 quarterly statements of cash flow, including cash receipts and cash disbursements, quarterly statements of loan availability of Borrower on a quarterly "roll-forward" basis and monthly statements of asbestos/bankruptcy costs. Borrower and Guarantors hereby acknowledge, confirm and agree that Lender has relied upon the Budget and on the information set forth therein in determining to enter into this First Ratification Amendment. Borrower shall furnish to Lender all other financial information, projections, budgets, business plans, cash flows and such other information as Lender shall reasonably request from time to time. 4.2 This Thirteenth First Ratification Amendment has been duly authorized, executed and delivered by Borrower and Guarantors and the agreements and obligations of Borrower and Guarantors contained herein constitute legal, valid and binding obligations of Borrower and Guarantors enforceable against Borrower and Guarantors in accordance with their respective terms. 7.2 The mortgages granted to Lender under the Mortgages constitute valid and perfected first priority mortgages on the Eligible Real Property subject thereto. 7.3 Borrower has good and marketable fee simple title to the Eligible Real Property, subject to no liens, mortgages, pledges, security interests, encumbrances or charges 4.3 No Event of any kind, nature or description. 7.4 Borrower and Guarantors shall execute and/or deliver to Lender all other Financing Agreements, and other agreements, documents and instruments, in form and substance satisfactory to Lender, which, in the good faith judgment of Lender are necessary or appropriate in connection with this Thirteenth Ratification Amendment; 7.5 Each of Borrower and Guarantors shall comply in full with the notice and other requirements of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, and the terms and conditions of the Final DIP Financing Order in a manner acceptable to Lender and its counsel; 7.6 No objection has been filed by any interested party to the terms and conditions of this Thirteenth Ratification Amendment and Borrower and Guarantors are authorized, in accordance with the terms of the Final DIP Financing Order, to execute, deliver, comply with and fully be bound by this Thirteenth Ratification Amendment; and 7.7 Except as set forth above, no Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default exists or has occurred and is continuing as of the date hereofof this First Ratification Amendment.

Additional Representations, Warranties and Covenants. In addition of the ----------------------------------------------------------- Signatory Debtholders. Each Signatory Debtholder, severally and not jointly, ---------------------- represents and warrants to, and covenants and agrees with, the Company that: (a) Such Signatory Debtholder is the sole owner of the respective aggregate principal amounts of the Old Notes set forth opposite the name of such Signatory Debtholder in Exhibit A hereto, which principal amounts constitute, in the aggregate, a majority in principal amount of each series of Old Notes, of record and beneficially, free (except as Previously Disclosed) of any claim, lien or encumbrance, and with full right, authority and power to transfer the same in the Debt Exchange as herein contemplated and to vote and give the consents with respect to such Old Notes set forth and contemplated herein. (b) Such Signatory Debtholder hereby consents with respect to all Old Notes held by it, to the continuing representations, warranties issuance of the Senior Secured Debt as herein contemplated and covenants heretofore made in the Loan Agreement or otherwise further authorizes and hereafter made by Borrower and Guarantors to Lender, whether pursuant to the Financing Agreements or otherwise, and not in limitation thereof, Borrower and Guarantors hereby represent, warrant and covenant with, to and in favor of Lender the following (which shall survive approves the execution and delivery of this Agreement), the truth and accuracy of which, or compliance with, to the extent such compliance does not violate the terms and provisions of the Bankruptcy Code, being a continuing condition of the making of loans by Lender: 7.1 This Thirteenth Ratification Amendment has been duly authorized, executed and delivered by Borrower and Guarantors and the agreements and obligations of Borrower and Guarantors contained herein constitute legal, valid and binding obligations of Borrower and Guarantors enforceable against Borrower and Guarantors in accordance with their respective terms. 7.2 The mortgages granted to Lender under the Mortgages constitute valid and perfected first priority mortgages on the Eligible Real Property subject thereto. 7.3 Borrower has good and marketable fee simple title to the Eligible Real Property, subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, nature or description. 7.4 Borrower and Guarantors shall execute and/or deliver to Lender all other Financing Agreements, appropriate supplemental indentures and other agreements, appropriate instruments and documents to evidence and instruments, in form and substance satisfactory to Lender, which, in the good faith judgment confirm amendments of Lender are necessary or appropriate in connection with this Thirteenth Ratification Amendment; 7.5 Each of Borrower and Guarantors shall comply in full with the notice and other requirements of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, and the terms and conditions of the Final DIP Financing Order in a manner acceptable to Lender and its counsel; 7.6 No objection has been filed by any interested party to the terms and conditions of this Thirteenth Ratification Amendment and Borrower and Guarantors are authorized, in accordance with the terms of the Final DIP Financing OrderOld Notes to effect the foregoing, with such consent and amendments to be effective as of the Senior Secured Debt Closing Date. (c) Such Signatory Debtholder hereby consents, with respect to all Old Notes held by it, to executethe amendments of the terms of the indentures for the Old Notes to remove covenants and amend other provisions thereof, deliver, comply with and fully be bound by this Thirteenth Ratification Amendment; and 7.7 Except all as set forth abovein Exhibit H hereto, no Default or Event and further authorizes and approves the execution and delivery of Default exists or has occurred appropriate supplemental indentures and is continuing other appropriate instruments and documents to evidence and confirm the foregoing with such amendments to become effective as of the date hereofDebt Exchange Closing Date.

Additional Representations, Warranties and Covenants. In addition (a) The Borrowers hereby (i) represent and warrant to the continuing representationsAgent and the Lenders that (y) all obligations, warranties liabilities and covenants heretofore made indebtedness of the Borrowers in respect of the Loan Agreement Krane Earnout have been fully paid, performed and xxxxxfied in full and the Borrowers have no further payment obligations in respect thereof, and (z) all bank and similar accounts (including, without limitation, payroll and petty cash accounts) maintained by any Borrower or otherwise xxx Subsidiary of any Borrower as of the date hereof are listed and hereafter made by Borrower described on Exhibit A hereto and Guarantors (ii) agree and acknowledge that the obligation of the Lenders to Lendermake Subsequent Term Loans A and Term Loans B expired on September 1, whether pursuant 2000 and May 31, 2001, respectively, and the Lenders have no obligations in respect thereof. (b) The Borrowers hereby covenant and agree to deliver to the Financing Agreements Agent, on or otherwisebefore the sixtieth (60th) day after the Effective Date hereof, a copy of the annual audit report of the Borrowers and not in limitation thereoftheir respective Subsidiaries for the Fiscal Year ended December 31, Borrower 2000, including therein consolidated balance sheets and Guarantors hereby representstatements of earnings and cash flows of the Borrowers and their respective Subsidiaries as at the end of such Fiscal Year, warrant and covenant withcertified without qualification by PriceWaterhouseCoopers, to and in favor together with all other deliveries required by Section 11.1.1 of Lender the following (which shall survive the execution and delivery of this Agreement), the truth and accuracy of which, or compliance with, Credit Agreement to the extent such compliance does not violate previously delivered to the terms and provisions Agent. (c) The parties hereto hereby agree that the Borrowers may resume payments of the Bankruptcy Code, being a continuing condition of the making of loans by Lender: 7.1 This Thirteenth Ratification Amendment has been duly authorized, executed and delivered by Borrower and Guarantors and the agreements and obligations of Borrower and Guarantors contained herein constitute legal, valid and binding obligations of Borrower and Guarantors enforceable against Borrower and Guarantors management fees to HIG Manager in accordance with their respective terms. 7.2 The mortgages granted to Lender under the Mortgages constitute valid and perfected first priority mortgages on the Eligible Real Property subject thereto. 7.3 Borrower has good and marketable fee simple title to the Eligible Real Property, subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, nature or description. 7.4 Borrower and Guarantors shall execute and/or deliver to Lender all other Financing Agreementswith, and other agreements, documents and instruments, in form and substance satisfactory to Lender, which, in the good faith judgment of Lender are necessary or appropriate in connection with this Thirteenth Ratification Amendment; 7.5 Each of Borrower and Guarantors shall comply in full with the notice and other requirements of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, and the terms and conditions of the Final DIP Financing Order in a manner acceptable to Lender and its counsel; 7.6 No objection has been filed by any interested party subject to the terms of, Section 11.10(iii) of the Credit Agreement; it being agreed and conditions understood that the Borrowers shall not be permitted to make, and HIG shall not be permitted to receive or retain, any payments in respect of this Thirteenth Ratification Amendment accrued management fees that were not paid in cash to HIG Manager due to the operation of such Section 10.10(iii) (and the Borrowers hereby represent and warrant to the Agent and the Lenders that no payments of management fees previously were made to HIG Manager in violation of such Section 10.10(iii) of the Credit Agreement). (d) The Borrowers hereby agree and acknowledge that, anything contained in the Credit Agreement to the contrary notwithstanding, all accounts maintained by any Borrower or any Subsidiary of any Borrower shall be required to be subject to Depositary Account Agreements. (e) The Borrowers agree and Guarantors are authorized, in accordance acknowledge that any failure to comply on a timely basis with the terms of the Final DIP Financing Orderclause (b), to execute, deliver, comply with and fully be bound by (c) or (d) of this Thirteenth Ratification Amendment; and 7.7 Except as set forth above, no Default or Section 2.8 shall constitute an immediate Event of Default exists Default, without further notice or has occurred and is continuing as other action by or on behalf of the date hereofAgent, the Lenders or any of them.

Additional Representations, Warranties and Covenants. In addition to the continuing representations, warranties and covenants heretofore made in the Loan Agreement or otherwise and hereafter made by each Borrower and Guarantors Guarantor to Lender, whether Lender pursuant to the other Financing Agreements or otherwiseAgreements, and not in limitation thereof, each Borrower and Guarantors Guarantor hereby representjointly and severally represents, warrant warrants and covenant withcovenants with and to Lender as follows, to which representations, warranties and in favor of Lender the following (which covenants are continuing and shall survive the execution and delivery hereof and shall be incorporated into and made a part of the Financing Agreements: (a) No Event of Default or condition or event which with notice or passage of time or both would constitute an Event of Default exists or has occurred as of the date of this AgreementAmendment (after giving effect to the amendments made and consents granted by Lender pursuant to this Amendment). As of the date of any Borrower or Guarantor entering into the 2002 Senior Note Indenture and after giving effect to such transaction, the truth aggregate amount of outstanding Exempted Debt represented by such transaction, when aggregated with all other outstanding Exempted Debt, shall not exceed the Exempted Debt Limit, and accuracy of which, or such transaction is and shall be in compliance with, to the extent such compliance does not violate with the terms and conditions set forth in the Pep Boys Indentures. (b) This Amendment and each other agreement or instrument to be executed and delivered by Borrowers and Guarantors hereunder has been duly executed and delivered by each Borrower and Guarantor and is in full force and effect as of the date hereof, and the agreements and obligations of each Borrower contained herein and therein constitute legal, valid and binding obligations of each Borrower and Guarantor enforceable against each Borrower and Guarantor in accordance with their terms. (c) Neither the execution and delivery of the 2002 Senior Note Indenture, nor the consummation of the transactions contemplated by the 2002 Senior Note Indenture, nor compliance with the provisions of the Bankruptcy Code2002 Senior Note Indenture or instruments thereunder shall result in (i) the creation or imposition of any lien, being a continuing condition claim, charge or encumbrance upon any of the making Collateral, except in favor of loans Lender or as expressly permitted by Section9.8 of the Loan Agreement (after giving effect to this Amendment) and by the other Financing Agreements or (ii) the incurrence, creation, assumption of any Indebtedness of any Borrower or Guarantor, except as expressly permitted under Section 9.9 and 9.10 of the Loan Agreement (after giving effect to this Amendment) and by the other Financing Agreements. (d) No court of competent jurisdiction has issued any injunction, restraining order or other order which prohibits consummation of the transactions contemplated in respect of the 2002 Senior Note Indenture, and no governmental or other action or proceeding has been threatened or commenced in the United States of America, seeking any injunction, restraining order or other order which seeks to void or otherwise modify the transactions described in the 2002 Senior Note Indenture. Neither the execution and delivery of the 2002 Senior Note Indenture, nor the consummation of the transactions contemplated by the 2002 Senior Note Indenture, nor compliance with the provisions thereof, shall violate any Federal or state securities laws or any other law or regulation or any order or decree of any court or governmental instrumentality in respect or shall conflict with or result in the breach of, or constitute a default in any respect under, any indenture, or other material mortgage, agreement, instrument or undertaking to which any Borrower or Guarantor is a party or may be bound, or violate any provision of the organizational documents of any Borrower or Guarantor. (e) Each Borrower and Guarantor shall take such steps and execute and deliver, and cause to be executed and delivered, to Lender:, such additional UCC financing statements and termination statements, and other and further agreements, documents and instruments as Lender may require in order to more fully evidence, perfect and protect Lender's security interest in Collateral. 7.1 This Thirteenth Ratification Amendment has (f) The 2002 Senior Note Indenture have been duly authorized, executed and delivered by each Borrower and Guarantors Guarantor and the agreements and obligations of Borrower and Guarantors contained herein constitute legal, valid and binding obligations of Borrower and Guarantors enforceable against Borrower and Guarantors in accordance with their respective terms. 7.2 The mortgages granted to Lender under the Mortgages constitute valid and perfected first priority mortgages on the Eligible Real Property subject thereto. 7.3 Borrower has good and marketable fee simple title to the Eligible Real Property, subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, nature or description. 7.4 Borrower and Guarantors shall execute and/or deliver to Lender all other Financing Agreements, and other agreements, documents and instruments, in form and substance satisfactory to Lender, which, in the good faith judgment of Lender are necessary or appropriate in connection with this Thirteenth Ratification Amendment; 7.5 Each of Borrower and Guarantors shall comply in full with the notice force and other requirements of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, and the terms and conditions of the Final DIP Financing Order in a manner acceptable to Lender and its counsel; 7.6 No objection has been filed by any interested party to the terms and conditions of this Thirteenth Ratification Amendment and Borrower and Guarantors are authorized, in accordance with the terms of the Final DIP Financing Order, to execute, deliver, comply with and fully be bound by this Thirteenth Ratification Amendment; and 7.7 Except as set forth above, no Default or Event of Default exists or has occurred and is continuing effect as of the date hereof.

Additional Representations, Warranties and Covenants. In addition to the continuing representationsBorrower hereby represents, warranties warrants and covenants heretofore made in the Loan Agreement or otherwise and hereafter made by Borrower and Guarantors to Lender, whether pursuant to the Financing Agreements or otherwise, and not in limitation thereof, Borrower and Guarantors hereby represent, warrant and covenant with, to and in favor of Lender the following (which shall survive the execution and delivery of this Agreement)following, the truth and accuracy of which, or and compliance withwith which, to the extent such compliance does not violate the terms and provisions of the Bankruptcy Code, being a shall be continuing condition conditions of the making of loans or other credit accommodations by LenderLender to Borrower: 7.1 This Thirteenth Ratification Amendment 6.1 Borrower shall keep and maintain its books and records in accordance with generally accepted accounting principles, consistently applied. Borrower shall, at its sole expense (i) on or before the fifteenth (15th) day of each month, deliver to Lender true and complete monthly agings of its accounts receivable and accounts and notes payable and monthly internally prepared interim financial statements and (ii) on the first business day of each week, deliver to Lender weekly inventory reports for the immediately preceding week, all in such form, and together with such other information with respect to the business of Borrower or any guarantor, as Lender may request. Annually, Borrower shall deliver audited financial statements of Borrower accompanied by the report and opinion thereon of independent certified public accountants acceptable to Lender, as soon as available, but in no event later than ninety (90) days after the end of Borrower's fiscal year, provided that with respect to Borrower's fiscal year ending December 31, 1995, Borrower shall deliver to Lender audited financial statements accompanied by the report and opinion of certified public accounts acceptable to Lender on or before July 31, 1996. 6.2 Borrower may from time to time render invoices to account debtors under its trade names set forth in Section 10.6(h) after Lender has been duly authorizedreceived prior written notice from Borrower of the use of such trade names and as to which, executed Borrower agrees that: (a) each trade name does not refer to another corporation or other legal entity, (b) all accounts and delivered proceeds thereof (including any returned merchandise) invoiced under any such trade names are owned exclusively by Borrower and Guarantors are subject to the security interest of Lender and the agreements other terms of this Agreement and obligations (c) all schedules of accounts and confirmatory assignments including any sales made or services rendered using the trade name shall show Borrower's name as assignor and Lender is authorized to receive, endorse and deposit to any loan account of Borrower and Guarantors contained herein constitute legal, valid and binding obligations maintained by Lender all checks or other remittances made payable to any trade name of Borrower and Guarantors enforceable against Borrower and Guarantors in accordance representing payment with their respective termsrespect to such sales or services. 7.2 The mortgages granted to Lender under the Mortgages constitute valid and perfected first priority mortgages on the Eligible Real Property subject thereto. 7.3 Borrower has good and marketable fee simple title to the Eligible Real Property, subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, nature or description. 7.4 Borrower and Guarantors shall execute and/or deliver to Lender all other Financing Agreements, and other agreements, documents and instruments, in form and substance satisfactory to Lender, which, in the good faith judgment of Lender are necessary or appropriate in connection with this Thirteenth Ratification Amendment; 7.5 Each of Borrower and Guarantors shall comply in full with the notice and other requirements of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, and the terms and conditions of the Final DIP Financing Order in a manner acceptable to Lender and its counsel; 7.6 No objection has been filed by any interested party to the terms and conditions of this Thirteenth Ratification Amendment and Borrower and Guarantors are authorized, in accordance with the terms of the Final DIP Financing Order, to execute, deliver, comply with and fully be bound by this Thirteenth Ratification Amendment; and 7.7 Except as set forth above, no Default or Event of Default exists or has occurred and is continuing as of the date hereof.

Additional Representations, Warranties and Covenants. In addition to the continuing representations4.1 Grantor hereby represents, warranties warrants and covenants heretofore made in to Secured Party the Loan Agreement or otherwise and hereafter made by Borrower and Guarantors to Lender, whether pursuant to the Financing Agreements or otherwise, and not in limitation thereof, Borrower and Guarantors hereby represent, warrant and covenant with, to and in favor of Lender the following (which shall survive the execution and delivery of this Agreement)following, the truth and accuracy of which, or and compliance withwith which, to the extent such compliance does not violate the terms and provisions of the Bankruptcy Code, being a shall be continuing condition conditions of the making of loans or other credit accommodations by LenderSecured Party to Grantor: 7.1 This Thirteenth Ratification Amendment 4.3 Grantor may from time to time render invoices to account debtors under its trade names after Secured Party has been duly authorizedreceived prior written notice from Grantor of the use of such trade names and as to which, Grantor agrees that: (a) each trade name does not refer to another corporation or other legal entity, (b) all accounts and proceeds thereof (including any returned merchandise) invoiced under any such trade names are owned exclusively by Grantor and are subject to the security interest of Secured Party and the other terms of this Agreement, and (c) all schedules of accounts and confirmatory assignments including any sales made or services rendered using the trade name shall show Grantor's name as assignor and Secured Party is authorized to receive, endorse and deposit to any loan account of Grantor maintained by Secured Party all checks or other remittances made payable to any trade name of Grantor representing payment with respect to such sales or services. 4.4 Grantor shall promptly notify Secured Party in writing of any loss, damage, investigation, action, suit, proceeding or claim relating to a material portion of the Collateral or which may result in any material adverse change in Grantor's business, assets, liabilities or condition, financial or otherwise. 4.5 Grantor's books and records concerning accounts and its chief executive office are and shall be maintained only at the address set forth below. Grantor's only other places of business and the only other locations of Collateral, if any, are and shall be the addresses set forth in Section 6.7 hereof, except Grantor may change such locations or open a new place of business after thirty (30) days prior written notice to Secured Party. Prior to any change in location or opening of any new place of business, Grantor shall execute and deliver or cause to be executed and delivered by Borrower to Secured Party such financing statements, financing documents, mortgages, and Guarantors security and the other agreements and obligations of Borrower and Guarantors contained herein constitute legal, valid and binding obligations of Borrower and Guarantors enforceable against Borrower and Guarantors in accordance with their respective termsas Secured Party may reasonably require. 7.2 The mortgages granted 4.6 Grantor has and at all times will continue to Lender under the Mortgages constitute valid and perfected first priority mortgages on the Eligible Real Property subject thereto. 7.3 Borrower has have good and marketable fee simple title to all of the Eligible Real PropertyCollateral, subject to no free and clear of all liens, mortgages, pledges, security interests, claims or encumbrances or charges of any kind, nature or descriptionexcept, if any, those set forth on Exhibit "B" attached hereto. 7.4 Borrower 4.7 Grantor shall not directly or indirectly: (a) sell, lease, transfer, assign, abandon or otherwise dispose of any part of the Collateral or any material portion of its other assets 4.8 Grantor shall at all times maintain, with financially sound and Guarantors reputable insurers, casualty insurance with respect to the Collateral and other assets and shall have Secured Party named as an additional insured on such insurance. Provided, however, that Grantor shall not be required to maintain casualty insurance with respect to vehicles other than such coverage as is currently in place. All such insurance policies shall be in such form, substance, amounts and coverage as may be satisfactory to Secured Party and shall provide for thirty (30) days prior written notice to Secured Party of cancellation or reduction of coverage. Grantor hereby irrevocably appoints Secured Party and any designee of Secured Party as, attorney-in-fact for Grantor to obtain at Grantor's expense any such insurance should Grantor fail to do so and, after an Event of Default, to adjust or settle any claim or other matter under or arising pursuant to such insurance or to amend or cancel such insurance. Grantor shall deliver to Secured Party evidence of such insurance and a Secured Party's loss payable endorsement satisfactory to Secured Party as to all existing and future insurance policies with respect to the Collateral. Grantor shall deliver to Secured Party, in kind, all instruments representing proceeds of insurance received by Grantor. Secured Party may apply any insurance proceeds received at any time to the cost of repairs to or replacement of any portion of the Collateral and/or, at Secured Party's option, to payment of or as security for any of the Obligations, whether or not due, in any order or manner as Secured Party determines. 4.9 Grantor is and at all times will continue to be in material compliance with all laws, rules, regulations and orders of any governmental authority relating to its business (including laws, rules, regulations and orders relating to taxes, payment and withholding of payroll taxes, employer and employee contributions and similar items, securities, employee retirement and welfare benefits, employee health and safety, or environmental matters) and all material agreements or other instruments, binding on Grantor or its property. Grantor shall pay and discharge all taxes, assessments and governmental charges against Grantor or any Collateral prior to the date on which penalties are imposed or liens attach with respect thereto, unless the same are being contested in good faith and, at Secured Party's option, reserves are established for the amount contested and penalties which may accrue thereon. 4.10 With respect to Grantor's equipment, Grantor shall keep the equipment in good order and repair, and in running and marketable condition, ordinary wear and tear excepted. 4.11 Grantor will not, directly or indirectly: (a) other than in the ordinary course of business, lend or advance money or property to, guarantee or assume indebtedness of, or invest (by capital contribution or otherwise) in any person, firm, corporation or other entity; or (b) declare, pay or make any dividend, redemption or other distribution on account of any shares of any class of stock of Grantor now or hereafter outstanding except the dividend payment due in January, 1996 on outstanding convertible preferred stock; or 4.12 Grantor shall pay, on Secured Party's demand, all reasonable costs, expenses, filing fees and taxes payable in connection with the preparation, execution, delivery, recording, administration, collection, liquidation, enforcement and defense of the Obligations, Secured Party's rights in the Collateral, this Agreement and all other existing and future agreements or documents contemplated herein or related hereto, including any amendments, waivers, supplements or consents which may hereafter be made or entered into in respect hereof, or in any way involving claims or defense asserted by Secured Party or claims or defense against Secured Party asserted by Grantor, any guarantor or any third party directly or indirectly arising out of or related to the relationship between Grantor and Secured Party or any guarantor and Secured Party, including, but not limited to the following, whether incurred before, during or after the initial or any renewal term or after the commencement of any case with respect to Grantor or any guarantor under the United States Bankruptcy Code or any similar statute: (a) all costs and expenses of filing or recording (including Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable); (b) all fees relating to the wire transfer of loan proceeds and other funds and fees for returned checks; (c) all expenses and costs heretofore and from time to time here-after incurred by Secured Party during the course of periodic field examinations of the Collateral and Borrower's operations; and (d) the reasonable out-of-pocket costs, fees and disbursements of outside counsel to Secured Party. 4.13 At the request of Secured Party, at any time and from time to time at Grantor's sole expense, Grantor shall execute and/or and deliver or cause to Lender all other Financing Agreementsbe executed and delivered to Secured Party, and other such agreements, documents and instruments, in form including waivers, consents and substance satisfactory subordination agreements from mortgagees or other holders of security interests or liens, landlords or bailees, and do or cause to Lender, whichbe done such further acts as Secured Party, in the good faith judgment of Lender are its discretion, deems necessary or appropriate desirable to create, preserve, perfect or validate any security interest of Secured Party or the priority thereof in connection the Collateral and otherwise to effectuate the provisions and purposes of this Agreement. Borrower hereby authorizes Secured Party to file financing statements or amendments against Grantor in favor of Secured Party with respect to the Collateral, without Grantor's signature and to file as financing statements any carbon, photographic or other reproductions of this Thirteenth Ratification Amendment;Agreement or any financing statements signed by Grantor. 7.5 Each of Borrower 4.14 The Grantor assumes all responsibility and Guarantors shall comply in full with liability arising from or relating to the notice and use, sale, or other requirements disposition of the Bankruptcy CodeCollateral. Neither the Secured Party nor any of its officers, directors, employees, and agents shall be liable or responsible in any way for the safekeeping of any of the Collateral, or for any act or failure to act with respect to the 4.15 The Grantor shall notify Secured Party in writing of the following matters at the following times: (a) Immediately after becoming aware of the existence of any Event of Default. (b) Immediately after becoming aware that the holder of any capital stock of the Grantor has given notice or taken any action with respect to a claimed default. (c) Immediately after becoming aware of any material adverse change in the Collateral or in Grantor's property, business, operations, or condition (financial or otherwise). (d) Immediately after becoming aware of any pending or threatened action, proceeding, or counterclaim by any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, Public Authority, or any other entity, or any pending or threatened investigation by a Public Authority, which may materially and adversely affect the Collateral, the applicable Federal Rules of Bankruptcy Procedure, and the terms and conditions repayment of the Final DIP Financing Order in a manner acceptable to Lender and its counsel; 7.6 No objection has been filed by any interested party Obligations, the Secured Party's rights under the Loan Documents, or Secured Party's rights with respect to the terms Collateral, or Grantors business, operations, or condition (financial or otherwise). (e) Immediately after becoming aware of any pending or threatened strike, work stoppage, material unfair labor practice claim, or other material labor dispute affecting the Grantor or any of its subsidiaries. (f) Immediately after becoming aware of any violation of any law, statute, regulation, or ordinance of a Public Authority applicable to Grantor, which may materially and conditions of this Thirteenth Ratification Amendment and Borrower and Guarantors are authorizedadversely affect the Collateral, in accordance with the terms repayment of the Final DIP Financing OrderObligations, to executethe Secured Party's rights under this Agreement, deliveror Secured Party's rights with respect (g) Immediately after becoming aware of any violation or any investigation of a violation by the Grantor of environmental laws which would adversely affect the Collateral, comply with and fully be bound by this Thirteenth Ratification Amendment; and 7.7 Except as set forth abovethe Grantor's property, no Default business, operation or Event of Default exists condition (financial or has occurred and is continuing as of the date hereofother-wise).

Additional Representations, Warranties and Covenants. In addition Borrowers and Guarantors, jointly and severally, represent, warrant and covenant with and to the continuing Agent and Lenders as follows, which representations, warranties and covenants heretofore made in the Loan Agreement or otherwise are continuing and hereafter made by Borrower and Guarantors to Lender, whether pursuant to the Financing Agreements or otherwise, and not in limitation thereof, Borrower and Guarantors hereby represent, warrant and covenant with, to and in favor of Lender the following (which shall survive the execution and delivery of this Agreement)hereof, and the truth and accuracy of whichof, or compliance withwith each, to together with the extent such compliance does not violate representations, warranties and covenants in the terms and provisions of the Bankruptcy Codeother Financing Agreements, being a continuing condition of the making of loans Loans by LenderLenders to Borrowers: 7.1 (a) the aggregate Excess Availability of Borrowers on each day during the period from October 31, 2007 through and including November 12, 2007, shall be not less than $12,000,000; (b) This Thirteenth Ratification Amendment has and the other Financing Agreements executed and/or delivered by any Borrower or Guarantor in connection herewith (together with this Amendment, the “Amendment Documents”) have been duly authorized, executed and delivered by all necessary action on the part of each Borrower and Guarantors Guarantor which is a party hereto and, if necessary, their respective members or stockholders, as the case may be, and is in full force and effect as of the date hereof, as the case may be, and the agreements and obligations of Borrower Borrowers and Guarantors contained herein or therein constitute legal, valid and binding obligations of Borrower Borrowers and Guarantors enforceable against Borrower and Guarantors them in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 7.2 The mortgages granted to Lender under (c) As of the Mortgages constitute valid date hereof, all of the representations and perfected first priority mortgages warranties set forth in the Loan Agreement and the other Financing Agreements are true and correct in all material respects on and as of the date hereof as if made on the Eligible Real Property subject theretodate hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date. 7.3 Borrower has good (d) Neither the execution, delivery and marketable fee simple title to performance of this Amendment or any other Amendment Document in connection therewith, nor the Eligible Real Property, subject to no liens, mortgages, pledges, security interests, encumbrances or charges consummation of any kindof the transactions contemplated herein or therein (i) are in contravention of law or any indenture, nature agreement or descriptionundertaking (including the Indenture) to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound, or (ii) violates any provision of the Certificate of Incorporation, Certificate of Formation, Operating Agreement, By-Laws or other governing documents of any Borrower or Guarantor. 7.4 Borrower and Guarantors shall execute and/or deliver to Lender all other Financing Agreements, and other agreements, documents and instruments, in form and substance satisfactory to Lender, which, in the good faith judgment of Lender are necessary or appropriate in connection with this Thirteenth Ratification Amendment; 7.5 Each of Borrower and Guarantors shall comply in full with the notice and other requirements (e) As of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, date hereof and the terms and conditions of the Final DIP Financing Order in a manner acceptable to Lender and its counsel; 7.6 No objection has been filed by any interested party to the terms and conditions of this Thirteenth Ratification Amendment and Borrower and Guarantors are authorized, in accordance with the terms of the Final DIP Financing Order, to execute, deliver, comply with and fully be bound by this Thirteenth Ratification Amendment; and 7.7 Except as set forth aboveafter giving effect hereto, no Default or Event of Default exists or has occurred and is continuing as of the date hereofcontinuing.

Additional Representations, Warranties and Covenants. In addition to the continuing representations, warranties and covenants heretofore made in the Loan Agreement or otherwise and hereafter made by each Borrower and Guarantors Guarantor to Lender, whether Lender pursuant to the other Financing Agreements or otherwiseAgreements, and not in limitation thereof, each Borrower and Guarantors Guarantor hereby representjointly and severally represents, warrant warrants and covenant withcovenants with and to Lender as follows, to which representations, warranties and in favor of Lender the following (which covenants are continuing and shall survive the execution and delivery hereof and shall be incorporated into and made a part of the Financing Agreements: (a) No Event of Default or condition or event which with notice or passage of time or both would constitute an Event of Default exists or has occurred as of the date of this AgreementAmendment (after giving effect to the amendments made and consents and waivers granted by Lender pursuant to this Amendment). As of the date of any Borrower entering into the Equipment Term Loan Documents and after giving effect to such transaction, the truth aggregate amount of outstanding Exempted Debt represented by such transaction, when aggregated with all other outstanding Exempted Debt shall not exceed the Exempted Debt Limit, and accuracy of which, or such transaction is and shall be in compliance with, to the extent such compliance does not violate with the terms and conditions set forth in the Pep Boys Indentures. (b) This Amendment and each other agreement or instrument to be executed and delivered by Borrowers and Guarantors hereunder has been duly executed and delivered by each Borrower and Guarantor and is in full force and effect as of the date hereof, and the agreements and obligations of each Borrower contained herein and therein constitute legal, valid and binding obligations of each Borrower and Guarantor enforceable against each Borrower and Guarantor in accordance with their terms. (c) Neither the execution and delivery of the Equipment Term Loan Documents, nor the consummation of the transactions contemplated by the Equipment Term Loan Documents, nor compliance with the provisions of the Bankruptcy CodeEquipment Term Loan Documents or instruments thereunder shall result in (i) the creation or imposition of any lien, being a continuing condition claim, charge or encumbrance upon any of the making Collateral, except in favor of loans Lender or as expressly permitted by Section 9.8 of the Loan Agreement (after giving effect to this Amendment) and by the other Financing Agreements or (ii) the incurrence, creation, assumption of any Indebtedness of Borrower or Guarantor, except as expressly permitted under Section 9.9 and 9.10 of the Loan Agreement (after giving effect to this Amendment) and by the other Financing Agreements. (d) No court of competent jurisdiction has issued any injunction, restraining order or other order which prohibits consummation of the transactions contemplated in respect of the Equipment Term Loan Documents, and no governmental or other action or proceeding has been threatened or commenced in the United States of America, seeking any injunction, restraining order or other order which seeks to void or otherwise modify the transactions described in the Equipment Term Loan Documents. Neither the execution and delivery of the Equipment Term Loan Documents, nor the consummation of the transactions contemplated by the Equipment Term Loan Documents, nor compliance with the provisions thereof, shall violate any Federal or state securities laws or any other law or regulation or any order or decree of any court or governmental instrumentality in respect or shall conflict with or result in the breach of, or constitute a default in any respect under, any indenture, or other material mortgage, agreement, instrument or undertaking to which any Borrower or Guarantor is a party or may be bound, or violate any provision of the organizational documents of any Borrower or Guarantor. (e) Each Borrower and Guarantor shall take such steps and execute and deliver, and cause to be executed and delivered, to Lender:, such additional UCC financing statements and termination statements, and other and further agreements, documents and instruments as Lender may require in order to more fully evidence, perfect and protect Lender's security interest in Collateral. 7.1 This Thirteenth Ratification Amendment has (f) The Equipment Term Loan Documents have been duly authorized, executed and delivered by each Borrower and Guarantors and the agreements and obligations of Borrower and Guarantors contained herein constitute legal, valid and binding obligations of Borrower and Guarantors enforceable against Borrower and Guarantors in accordance with their respective terms. 7.2 The mortgages granted to Lender under the Mortgages constitute valid and perfected first priority mortgages on the Eligible Real Property subject thereto. 7.3 Borrower has good and marketable fee simple title to the Eligible Real Property, subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, nature or description. 7.4 Borrower and Guarantors shall execute and/or deliver to Lender all other Financing Agreements, and other agreements, documents and instruments, in form and substance satisfactory to Lender, which, in the good faith judgment of Lender are necessary or appropriate in connection with this Thirteenth Ratification Amendment; 7.5 Each of Borrower and Guarantors shall comply in full with the notice force and other requirements of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, and the terms and conditions of the Final DIP Financing Order in a manner acceptable to Lender and its counsel; 7.6 No objection has been filed by any interested party to the terms and conditions of this Thirteenth Ratification Amendment and Borrower and Guarantors are authorized, in accordance with the terms of the Final DIP Financing Order, to execute, deliver, comply with and fully be bound by this Thirteenth Ratification Amendment; and 7.7 Except as set forth above, no Default or Event of Default exists or has occurred and is continuing effect as of the date hereof.

Additional Representations, Warranties and Covenants. In addition Each Borrower represents, warrants and covenants with and to the continuing Lender as follows, which representations, warranties and covenants heretofore made in the Loan Agreement or otherwise are continuing and hereafter made by Borrower and Guarantors to Lender, whether pursuant to the Financing Agreements or otherwise, and not in limitation thereof, Borrower and Guarantors hereby represent, warrant and covenant with, to and in favor of Lender the following (which shall survive the execution and delivery of this Agreement)hereof, and the truth and accuracy of whichof, or compliance withwith each, to together with the extent such compliance does not violate representations, warranties and covenants in the terms and provisions of the Bankruptcy Codeother Financing Agreements, being a continuing condition of the making of loans Loans by LenderLender to Borrower: 7.1 (a) All of the representations and warranties set forth in the Loan Agreement and the other Financing Agreements, each as amended hereby, are true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date. (b) No Event of Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default exists or has occurred as of the date of this Amendment (after giving effect to the amendments to the Financing Agreements made by this Amendment). (c) This Thirteenth Ratification Amendment has been duly authorized, executed and delivered by each Borrower and Guarantors is in full force and effect as of the date hereof and the agreements and obligations of each Borrower and Guarantors contained herein constitute legal, valid and binding obligations of such Borrower and Guarantors enforceable against such Borrower and Guarantors in accordance with their respective terms. 7.2 The mortgages granted to Lender under (d) Each Borrower and One Price VI do not have and shall not have any property or other interest in the Mortgages constitute valid and perfected first priority mortgages on the Eligible Real Property subject theretoSecond ERF Letter of Credit or in any funds available or drawn thereunder. 7.3 Borrower has good (e) Borrowers and marketable fee simple title One Price VI shall take such steps and execute and deliver, and cause to the Eligible Real Propertybe executed and delivered, subject to no liensLender, mortgages, pledges, security interests, encumbrances or charges of any kind, nature or description. 7.4 Borrower such additional UCC financing statements and Guarantors shall execute and/or deliver to Lender all other Financing Agreementstermination statements, and other and further agreements, documents and instrumentsinstruments as Lender may require in order to more fully evidence, in form perfect and substance satisfactory to protect Lender, which, 's security interest in the good faith judgment Collateral of Lender are necessary or appropriate in connection with this Thirteenth Ratification Amendment;One Price VI. 7.5 Each of Borrower and Guarantors shall comply in full with the notice and other requirements (f) None of the Bankruptcy Codetransactions contemplated by this Amendment violate or will violate any applicable law or regulation, the applicable Federal Rules or do or will give rise to a default or breach under any agreement to which any Borrower or One Price VI is a party or by which any of Bankruptcy Procedure, their property is bound. (g) Borrowers and the terms and conditions One Price VI are not aware of the Final DIP Financing Order in existence or occurrence of any act, condition or event which would permit the beneficiary under the Designated Letter of Credit identified on Exhibit A hereto to make a manner acceptable to Lender draw thereunder and its counsel; 7.6 No objection such beneficiary has been filed by any interested party not advised Borrowers or One Price VI on or prior to the terms and conditions of this Thirteenth Ratification Amendment and Borrower and Guarantors are authorized, in accordance with the terms of the Final DIP Financing Order, date hereof that it intends to execute, deliver, comply with and fully be bound by this Thirteenth Ratification Amendment; and 7.7 Except as set forth above, no Default or Event of Default exists or has occurred and is continuing as of the date hereofmake any draw thereunder.

Additional Representations, Warranties and Covenants. In addition to the continuing representations4.1 Grantor hereby represents, warranties warrants and covenants heretofore made in to Secured Party the Loan Agreement or otherwise and hereafter made by Borrower and Guarantors to Lender, whether pursuant to the Financing Agreements or otherwise, and not in limitation thereof, Borrower and Guarantors hereby represent, warrant and covenant with, to and in favor of Lender the following (which shall survive the execution and delivery of this Agreement)following, the truth and accuracy of which, or and compliance withwith which, to the extent such compliance does not violate the terms and provisions of the Bankruptcy Code, being a shall be continuing condition conditions of the making of loans or other credit accommodations by LenderSecured Party to Grantor: 7.1 This Thirteenth Ratification Amendment 4.2 Grantor shall keep and maintain its books and records in accordance with generally accepted accounting principles, consistently applied. Grantor shall, at its sole expense deliver to Secured Party true and complete: (i) monthly agings of its accounts receivable and accounts and notes payable, monthly inventory reports, monthly internally 4.3 Grantor may from time to time render invoices to account debtors under its trade names after Secured Party has been duly authorizedreceived prior written notice from Grantor of the use of such trade names and as to which, Grantor agrees that: (a) each trade name does not refer to another corporation or other legal entity, (b) all accounts and proceeds thereof (including any returned merchandise) invoiced under any such trade names are owned exclusively by Grantor and are subject to the security interest of Secured Party and the other terms of this Agreement, and (c) all schedules of accounts and confirmatory assignments including any sales made or services rendered using the trade name shall show Grantor's name as assignor and Secured Party is authorized to receive, endorse and deposit to any loan account of Grantor maintained by Secured Party all checks or other remittances made payable to any trade name of Grantor representing payment with respect to such sales or services. 4.4 Grantor shall promptly notify Secured Party in writing of any loss, damage, investigation, action, suit, proceeding or claim relating to a material portion of the Collateral or which may result in any material adverse change in Grantor's business, assets, liabilities or condition, financial or otherwise. 4.5 Grantor's books and records concerning accounts and its chief executive office are and shall be maintained only at the address set forth below. Grantor's only other places of business and the only other locations of Collateral, if any, are and shall be the addresses set forth in Section 6.7 hereof, except Grantor may change such locations or open a new place of business after thirty (30) days prior written notice to Secured Party. Prior to any change in location or opening of any new place of business, Grantor shall execute and deliver or cause to be executed and delivered by Borrower to Secured Party such financing statements, financing documents, mortgages, and Guarantors security and the other agreements and obligations of Borrower and Guarantors contained herein constitute legal, valid and binding obligations of Borrower and Guarantors enforceable against Borrower and Guarantors in accordance with their respective termsas Secured Party may reasonably require. 7.2 The mortgages granted 4.6 Grantor has and at all times will continue to Lender under the Mortgages constitute valid and perfected first priority mortgages on the Eligible Real Property subject thereto. 7.3 Borrower has have good and marketable fee simple title to all of the Eligible Real PropertyCollateral, subject to no free and clear of all liens, mortgages, pledges, security interests, claims or encumbrances or charges of any kind, nature or descriptionexcept, if any, those set forth on Exhibit "A" attached hereto. 7.4 Borrower and Guarantors 4.7 Grantor shall execute and/or deliver not directly or indirectly: (a) sell, lease, transfer, assign, abandon or otherwise dispose of any part of the Collateral or any material portion of its other assets (other than sales of inventory to Lender all other Financing Agreements, and other agreements, documents and instruments, in form and substance satisfactory to Lender, which, buyers in the good faith judgment ordinary course of Lender are necessary business) or appropriate (b) consolidate with or merge with or into any other entity, or permit any other entity to consolidate with or merge with or into Borrower or (c) form or acquire any interest in connection with this Thirteenth Ratification Amendment; 7.5 Each of Borrower and Guarantors shall comply in full with the notice and any firm, corporation or other requirements of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, and the terms and conditions of the Final DIP Financing Order in a manner acceptable to Lender and its counsel; 7.6 No objection has been filed by any interested party to the terms and conditions of this Thirteenth Ratification Amendment and Borrower and Guarantors are authorized, in accordance with the terms of the Final DIP Financing Order, to execute, deliver, comply with and fully be bound by this Thirteenth Ratification Amendment; and 7.7 Except as set forth above, no Default or Event of Default exists or has occurred and is continuing as of the date hereofentity.

Additional Representations, Warranties and Covenants. In addition Borrowers and Guarantors, jointly and severally, represent, warrant and covenant with and to the continuing Agent and Lenders as follows, which representations, warranties and covenants heretofore made in the Loan Agreement or otherwise are continuing and hereafter made by Borrower and Guarantors to Lender, whether pursuant to the Financing Agreements or otherwise, and not in limitation thereof, Borrower and Guarantors hereby represent, warrant and covenant with, to and in favor of Lender the following (which shall survive the execution and delivery of this Agreement)hereof, and the truth and accuracy of whichof, or compliance withwith each, to together with the extent such compliance does not violate representations, warranties and covenants in the terms and provisions of the Bankruptcy Codeother Financing Agreements, being a continuing condition of the making of loans Loans by LenderLenders to Borrowers: 7.1 (a) Within thirty (30) days following the Amendment No. 15 Effective Date, Borrowers shall deliver or cause to be delivered to Agent projected financial statements for Group and its Subsidiaries for the fiscal year ending December 31, 2009 (including forecasted balance sheets, statements of income and loss, statements of cash flow, and the projected Borrowing Base and Excess Availability), in reasonable detail and in a format consistent with the projections delivered by Borrowers to Agent prior to the date hereof, together with such supporting information as Agent may reasonably request, which projections shall have been prepared on the basis of the assumptions set forth therein which Borrowers and Guarantors believe are fair and reasonable as of the date of preparation in light of current and reasonably foreseeable business conditions and using such methodology as is consistent with the most recent financial statements delivered to Agent pursuant to Section 9.6 of the Loan Agreement (the “Fiscal Year 2009 Projections”). (b) This Thirteenth Ratification Amendment has and the other Financing Agreements executed and/or delivered by any Borrower or Guarantor in connection herewith (together with this Amendment, the “Amendment Documents”) have been duly authorized, executed and delivered by all necessary action on the part of each Borrower and Guarantors Guarantor which is a party hereto and, if necessary, their respective members or stockholders, as the case may be, and is in full force and effect as of the date hereof, as the case may be, and the agreements and obligations of Borrower Borrowers and Guarantors contained herein or therein constitute legal, valid and binding obligations of Borrower Borrowers and Guarantors enforceable against Borrower and Guarantors them in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 7.2 The mortgages granted (c) As of the date hereof, all of the representations and warranties set forth in the Loan Agreement and the other Financing Agreements are true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to Lender the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date. (d) Neither the execution, delivery and performance of this Amendment or any other Amendment Document, nor the consummation of any of the transactions contemplated herein or therein (i) are in contravention of law or any indenture, agreement or undertaking (including the Indenture) to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound, or (ii) violates any provision of the Certificate of Incorporation, Certificate of Formation, Operating Agreement, By-Laws or other governing documents of any Borrower or Guarantor. (e) After giving effect to the change in the Commitments and the making of the Tranche D Loan on the Amendment No. 15 Effective Date as provided for herein, the Indebtedness under the Mortgages Loan Agreement continues to constitute valid “Permitted Indebtedness” under (and perfected first priority mortgages on as defined in) the Eligible Real Property subject theretoIndenture. 7.3 Borrower has good and marketable fee simple title to the Eligible Real Property, subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, nature or description. 7.4 Borrower and Guarantors shall execute and/or deliver to Lender all other Financing Agreements, and other agreements, documents and instruments, in form and substance satisfactory to Lender, which, in the good faith judgment of Lender are necessary or appropriate in connection with this Thirteenth Ratification Amendment; 7.5 Each of Borrower and Guarantors shall comply in full with the notice and other requirements (f) As of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, and the terms and conditions of the Final DIP Financing Order in a manner acceptable to Lender and its counsel; 7.6 No objection has been filed by any interested party to the terms and conditions date of this Thirteenth Ratification Amendment and Borrower and Guarantors are authorized, in accordance with the terms of the Final DIP Financing Order, to execute, deliver, comply with and fully be bound by this Thirteenth Ratification Amendment; and 7.7 Except as set forth aboveafter giving effect hereto, no Default or Event of Default exists or has occurred and is continuing as of the date hereofcontinuing.

Additional Representations, Warranties and Covenants. In addition to the continuing representations, warranties and covenants heretofore made in the Loan Agreement or otherwise and hereafter made by Borrower Borrowers and Guarantors to Lender, whether Agent and Lenders pursuant to the Financing Agreements or otherwiseother Loan Documents, each of Borrowers and not in limitation thereofGuarantors, Borrower jointly and Guarantors severally, hereby representrepresents, warrant warrants and covenant with, covenants with and to Agent and in favor of Lender the following Lenders as follows (which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof and shall be incorporated into and made a part of this Agreement)the Loan Documents): 11.1 Borrowers have delivered to Agent prior to the date hereof a true, correct and complete copy of the truth agreement of Borrowers with Consultant as in effect on the date hereof. Such agreement shall not be amended, modified or supplemented without the prior written consent of Agent. The scope and accuracy nature of whichthe engagement of Consultant shall at all times be reasonably acceptable to Agent. Borrowers hereby irrevocably authorize and direct Consultant to share with Agent all budgets, records, projections, financial information, reports and other information relating to the Collateral, or compliance withthe business, assets and condition (financial or otherwise) of Borrowers and Guarantors. If Agent determines that Consultant is not providing Agent with information or access to Borrowers' records as may be requested by Agent, Borrowers hereby agree, promptly upon the request of Agent, to terminate Consultant as Borrowers' consultant and to promptly (but in any event within five (5) Business Days after the extent such compliance does not violate request of Agent) retain another Consultant from the terms list provided by Agent to Borrowers. Borrowers agree to provide Consultant with complete access to all of Borrowers' books and provisions records, all of the Bankruptcy Code, being a continuing condition of the making of loans by Lender: 7.1 This Thirteenth Ratification Amendment has been duly authorized, executed Borrowers' premises and delivered by Borrower to Borrowers' management and Guarantors and the agreements and obligations of Borrower and Guarantors contained herein constitute legal, valid and binding obligations of Borrower and Guarantors enforceable against Borrower and Guarantors in accordance to cooperate with their respective terms. 7.2 The mortgages granted to Lender under the Mortgages constitute valid and perfected first priority mortgages on the Eligible Real Property subject thereto. 7.3 Borrower has good and marketable fee simple title to the Eligible Real Property, subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, nature or description. 7.4 Borrower and Guarantors shall execute and/or deliver to Lender all other Financing Agreements, and other agreements, documents and instruments, in form and substance satisfactory to Lender, which, in the good faith judgment of Lender are necessary or appropriate Consultant in connection with this Thirteenth Ratification Amendment;the Consultant providing the services for which it was engaged. 7.5 Each 11.2 On or before the date hereof, (a) the Noteholders have waived all existing events of Borrower default, and Guarantors shall comply events which, with the giving of notice or the lapse of time or both, would constitute events of default, under the Noteholder Documents (including, but not limited to, the Senior Convertible Note Defaults), which waivers are in full force and effect as of the date hereof, (b) all fees or other charges or payments as a result of the failure of Borrowers to have its registration statement with the notice SEC declared effective, including the Registration Delay Payments, as such term is defined in the Noteholder Registration Rights Agreement and other requirements Investor Registration Rights Agreement, have been restated as principal evidenced by the Senior Convertible Notes as set forth in the Noteholder Document Amendments and as principal evidenced by the PIPE Documents as set forth in the Investor Document Amendments, respectively, in each case as in effect on the date hereof, provided, that, the aggregate amount of such principal amounts for the Noteholders and the Investors does not exceed $3,000,000, (c) the Noteholders have agreed that interest on account of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy ProcedureSenior Convertible Notes, and the terms and conditions Investors as holders of the Final DIP Financing Order PIPE Notes have agreed that interest on account of the PIPE Notes, shall in a manner acceptable the case of the Senior Convertible Notes and the PIPE Notes, respectively, accrue, at the option of the Parent, in arrears on the first day of the succeeding Calendar Quarter (as defined in the Senior Convertible Notes and the PIPE Notes) for the five (5) consecutive Calendar Quarters ending after the date hereof and shall not be payable until the earlier to Lender occur of the Maturity Date (as defined in the Senior Convertible Notes and its counsel; 7.6 No objection has been filed by any interested party to PIPE Notes) and the terms applicable Conversion Date (as defined in the Senior Convertible Notes and conditions of this Thirteenth Ratification Amendment PIPE Notes) and Borrower and Guarantors are authorized, Parent shall exercise such option (in accordance with the Senior Convertible Notes and the PIPE Notes) to have interest so accrue, (d) Borrowers have received the cash proceeds of additional loans by the Noteholders in the aggregate amount of $14,950,000 (which amount is net of $50,000 paid for certain legal expenses of Noteholders), which funds are and shall be available and used for the working capital of Borrowers (including, without limitation, to pay professional fees such as attorneys' fees and investment banker fees) and, together with all other Indebtedness and obligations evidenced by or arising under any of the Senior Convertible Notes, are and shall be subject in all respects to the terms of the Final DIP Financing OrderNoteholder Document Amendments and the Intercreditor Agreement, PROVIDED, THAT, (i) notwithstanding anything to executethe contrary contained in the Loan Agreement or the other Loan Documents, deliversuch funds shall not be required to be held in a deposit account or investment account subject to a Control Agreement in favor of Agent, comply with so long as such funds are available for, and fully be bound by this Thirteenth Ratification Amendment; and 7.7 Except as set forth aboveare being used for, the working capital of Borrowers and no Default or Event of Default exists or has occurred and is continuing and (ii) at any time a Default or Event of Default exists or has occurred and is continuing, promptly upon Agent's request, Borrowers shall execute and deliver and cause to be executed and delivered a Control Agreement with respect to such deposit account or investment account and in any event Agent shall only exercise its rights thereunder to have exclusive control with respect to such deposit account or investment account, and cause funds thereunder to be remitted to Agent, after (A) the occurrence of an Event of Default under (1) Section 8.01(a) of the Loan Agreement, or (2) Section 8.01(c) of the Loan Agreement as a result of the failure to comply with Section 6.03 of the Loan Agreement, or (3) Section 8.01 (f) of the Loan Agreement, or (4) Section 8.01(g) of the Loan Agreement or (B) the commencement of the exercise of any enforcement rights or remedies by or on behalf of Agent, (e) Borrowers have delivered, or caused to be delivered to Agent, true, correct and complete copies of the Noteholder Document Amendments and the Investor Document Amendments as executed and delivered by the parties thereto, and (f) the Noteholder Document Amendments and Investor Document Amendments have been duly executed and delivered in accordance with their terms by Parent and its Subsidiaries and to the best of the knowledge of Borrowers and Guarantors, the other parties thereto and are in full force and effect as of the date hereof. 11.3 On or prior to June 30, 2007, Borrowers and Guarantors shall (a) cause Sea Master Taiwan to execute and deliver to Agent a Security Agreement and Guaranty and execute and deliver, or cause to be executed and delivered, or deliver, as the case may be, the other agreements, documents and instruments, in each case as required under the terms of Section 6.01(b)(i) of the Loan Agreement and (b) cause Sea Master Hong Kong to execute and deliver a Pledge Agreement with respect to the stock of Sea Master Taiwan and execute and deliver, or cause to be executed and delivered, or deliver, as the case may be, the other agreements, documents and instruments, in each case as required under the terms of Section 6.01(b)(ii) of the Loan Agreement. 11.4 Without limiting any restrictions or prohibitions on payments of Indebtedness in the Loan Agreement, the Intercreditor Agreement or the PIPE Note Subordination Agreement, to the extent of any option granted to Borrowers to make payments using its common stock or other equity interests in the Senior Convertible Notes or PIPE Notes instead of cash, and to the extent permitted under the applicable corporate governance documents, Borrowers shall make such payments using common stock or such other equity interests. 11.5 This Amendment No. 1 has been duly authorized, executed and delivered by all necessary corporate action on the part of each Borrower and Guarantor which is a party hereto, and is in full force and effect as of the date hereof, and the agreements and obligations of Borrowers and Guarantors contained herein constitute legal, valid and binding obligations of Borrowers and Guarantors enforceable against them in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting creditors' rights generally. 11.6 All of the representations and warranties set forth in the Loan Agreement and the other Loan Documents, each as amended hereby, are true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such date. 11.7 All necessary actions and proceedings required by the Loan Documents in connection with this Amendment No. 1, applicable law or regulation and the transactions contemplated thereby have been duly and validly taken in accordance with the terms thereof, and all required consents thereto under any agreement, document or instrument to which Borrowers and Guarantors are a party, and all applicable consents or approvals of governmental authorities, have been obtained. 11.8 The parties hereto acknowledge, confirm and agree that the failure of any Borrower or Guarantor to comply with the covenants, conditions and agreements contained herein, or in any other agreement, document or instrument at any time executed and/or delivered by any Borrower or Guarantor with, to or in favor of Agent and Lenders shall constitute an Event of Default under the Loan Agreement and the other Loan Documents.

Additional Representations, Warranties and Covenants. (a) In addition order to induce Agent and the Lenders to execute and deliver this Amendment, Borrower hereby represents to the continuing representationsLenders that as of the date hereof, the representations and warranties set forth in Article 5 of the Credit Agreement are and covenants heretofore made shall be and remain true and correct (except that the representations contained in the Loan Agreement or otherwise and hereafter made by Borrower and Guarantors Section 5.4 shall be deemed to Lender, whether pursuant refer to the Financing Agreements or otherwise, and not in limitation thereof, most recent financial statements of the Borrower and Guarantors hereby represent, warrant and covenant with, to and in favor of Lender the following (which shall survive the execution and delivery of this Agreement), the truth and accuracy of which, or compliance with, delivered to the extent such compliance does not violate the terms and provisions of the Bankruptcy Code, being a continuing condition of the making of loans by Lender: 7.1 This Thirteenth Ratification Amendment has been duly authorized, executed and delivered by Borrower and Guarantors Lenders) and the agreements and obligations Borrower is in compliance with all of Borrower and Guarantors contained herein constitute legal, valid and binding obligations of Borrower and Guarantors enforceable against Borrower and Guarantors in accordance with their respective terms. 7.2 The mortgages granted to Lender under the Mortgages constitute valid and perfected first priority mortgages on the Eligible Real Property subject thereto. 7.3 Borrower has good and marketable fee simple title to the Eligible Real Property, subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, nature or description. 7.4 Borrower and Guarantors shall execute and/or deliver to Lender all other Financing Agreements, and other agreements, documents and instruments, in form and substance satisfactory to Lender, which, in the good faith judgment of Lender are necessary or appropriate in connection with this Thirteenth Ratification Amendment; 7.5 Each of Borrower and Guarantors shall comply in full with the notice and other requirements of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, and the terms and conditions of the Final DIP Financing Order in a manner acceptable to Lender and its counsel; 7.6 No objection has been filed by any interested party to Credit Agreement and, except for the terms and conditions of this Thirteenth Ratification Amendment and Borrower and Guarantors are authorized, in accordance with the terms of the Final DIP Financing Order, to execute, deliver, comply with and fully be bound by this Thirteenth Ratification Amendment; and 7.7 Except as set forth aboveExisting Default, no Unmatured Default or Event of Default exists or has occurred and is continuing under the Credit Agreement or shall result after giving effect to this Amendment. (b) Borrower and each Guarantor by its execution of the Reaffirmation and Consent attached hereto represents and warrants to Agent and Lenders that the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of each such Person and that this Amendment has been duly executed and delivered by each such Person. (c) Borrower agrees to retain or continue to engage Xxxx Xxxxx (or another financial advisor or investment banker of national repute) to advise Borrower with respect to its operations, its strategic plans and management, enhancing its capital structure, refinancing the Obligations and/or selling all or any portion of Borrower’s business and/or assets. Borrower shall cause such financial advisor to issue periodic progress reports to Agent and the Lenders (unless already provided by Borrower) as and when requested by Agent and Lenders and will authorize Agent to contact said financial advisors and discuss any matter within the scope of its engagement. Additionally, Borrower will continue to diligently pursue a refinancing of its Obligations hereunder and will keep the Agent apprised of any meaningful progress in connection therewith. Borrower agrees to participate in conference calls (absent a Default, not more frequently than bimonthly) with the Agent and the Lenders (with the participation of the financial advisors, if requested by Agent) in which the Borrower and its financial advisors if requested, gives status reports on the Borrower’s operating performance and strategic plans as aforesaid. This clause 4(c) replaces, amends and supersedes Section 6.32 of the Credit Agreement. (d) Borrower shall authorize and permit Agent to conduct field audits of Borrower’s accounts receivable as and when requested by Agent or the Required Lenders and shall cooperate with Agent as reasonably requested, in the performance of such audits. (e) Borrower shall provide Agent with a monthly report in reasonable detail, indicating the openings or closings of any branch offices of Borrower that occurred the preceding month. (f) Within ten Business Day of the date hereof, Borrower shall execute and deliver such Term Notes and Revolving Notes to Borrower and Lenders as they may request in order to replace the existing Notes issued pursuant to the Credit Agreement. Agent and Lenders shall deliver to Borrower the original Notes upon receipt of the foregoing replacement notes.

Additional Representations, Warranties and Covenants. In addition (a) The Borrowers hereby (i) represent and warrant to the continuing representationsAgent and the Lenders that (y) all obligations, warranties liabilities and covenants heretofore made indebtedness of the Borrowers in respect of the Loan Agreement or otherwise Krane Earnout have been fully paid, performed and hereafter made xxxisfied in full and the Borrowers have no further payment obligations in respect thereof, and (z) all bank and similar accounts (including, without limitation, payroll and petty cash accounts) maintained by any Borrower xx xxy Subsidiary of any Borrower as of the date hereof are listed and Guarantors described on Exhibit A hereto and (ii) agree and acknowledge that the obligation of the Lenders to Lendermake Subsequent Term Loans A and Term Loans B expired on September 1, whether pursuant 2000 and May 31, 2001, respectively, and the Lenders have no obligations in respect thereof. (b) The Borrowers hereby covenant and agree to deliver to the Financing Agreements Agent, on or otherwisebefore the sixtieth (60th) day after the Effective Date hereof, a copy of the annual audit report of the Borrowers and not in limitation thereoftheir respective Subsidiaries for the Fiscal Year ended December 31, Borrower 2000, including therein consolidated balance sheets and Guarantors hereby representstatements of earnings and cash flows of the Borrowers and their respective Subsidiaries as at the end of such Fiscal Year, warrant and covenant withcertified without qualification by PriceWaterhouseCoopers, to and in favor together with all other deliveries required by Section 11.1.1 of Lender the following (which shall survive the execution and delivery of this Agreement), the truth and accuracy of which, or compliance with, Credit Agreement to the extent such compliance does not violate previously delivered to the terms and provisions Agent. (c) The parties hereto hereby agree that the Borrowers may resume payments of the Bankruptcy Code, being a continuing condition of the making of loans by Lender: 7.1 This Thirteenth Ratification Amendment has been duly authorized, executed and delivered by Borrower and Guarantors and the agreements and obligations of Borrower and Guarantors contained herein constitute legal, valid and binding obligations of Borrower and Guarantors enforceable against Borrower and Guarantors management fees to HIG Manager in accordance with their respective terms. 7.2 The mortgages granted to Lender under the Mortgages constitute valid and perfected first priority mortgages on the Eligible Real Property subject thereto. 7.3 Borrower has good and marketable fee simple title to the Eligible Real Property, subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, nature or description. 7.4 Borrower and Guarantors shall execute and/or deliver to Lender all other Financing Agreementswith, and other agreements, documents and instruments, in form and substance satisfactory to Lender, which, in the good faith judgment of Lender are necessary or appropriate in connection with this Thirteenth Ratification Amendment; 7.5 Each of Borrower and Guarantors shall comply in full with the notice and other requirements of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, and the terms and conditions of the Final DIP Financing Order in a manner acceptable to Lender and its counsel; 7.6 No objection has been filed by any interested party subject to the terms of, Section 11.10(iii) of the Credit Agreement; it being agreed and conditions understood that the Borrowers shall not be permitted to make, and HIG shall not be permitted to receive or retain, any payments in respect of this Thirteenth Ratification Amendment accrued management fees that were not paid in cash to HIG Manager due to the operation of such Section 10.10(iii) (and the Borrowers hereby represent and warrant to the Agent and the Lenders that no payments of management fees previously were made to HIG Manager in violation of such Section 10.10(iii) of the Credit Agreement). (d) The Borrowers hereby agree and acknowledge that, anything contained in the Credit Agreement to the contrary notwithstanding, all accounts maintained by any Borrower or any Subsidiary of any Borrower shall be required to be subject to Depositary Account Agreements. (e) The Borrowers agree and Guarantors are authorized, in accordance acknowledge that any failure to comply on a timely basis with the terms of the Final DIP Financing Orderclause (b), to execute, deliver, comply with and fully be bound by (c) or (d) of this Thirteenth Ratification Amendment; and 7.7 Except as set forth above, no Default or Section 2.8 shall constitute an immediate Event of Default exists Default, without further notice or has occurred and is continuing as other action by or on behalf of the date hereofAgent, the Lenders or any of them.

Additional Representations, Warranties and Covenants. In addition to the continuing representations, warranties and covenants heretofore made in the Loan Agreement or otherwise and hereafter made by Borrower Borrowers and Guarantors to Lender, whether Agent and Lenders pursuant to the Financing Agreements or otherwiseother Loan Documents, each of Borrowers and not in limitation thereofGuarantors, Borrower jointly and Guarantors severally, hereby representrepresents, warrant warrants and covenant with, covenants with and to Agent and in favor of Lender the following Lenders as follows (which representations, warranties and covenants are continuing and shall survive the execution and delivery of this Agreement), the truth hereof and accuracy of which, or compliance with, to the extent such compliance does not violate the terms shall be incorporated into and provisions made a part of the Bankruptcy Code, being a continuing condition of the making of loans by Lender:Loan Documents): 7.1 (a) This Thirteenth Ratification Amendment Agreement has been duly authorized, executed and delivered by all necessary corporate action on the part of each Borrower and Guarantors Guarantor which is a party hereto, and is in full force and effect as of the date hereof, and the agreements and obligations of Borrower Borrowers and Guarantors contained herein constitute legal, valid and binding obligations of Borrower Borrowers and Guarantors enforceable against Borrower and Guarantors them in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting creditors’ rights generally. 7.2 The mortgages granted to Lender under (b) All of the Mortgages constitute valid representations and perfected first priority mortgages warranties set forth in the Loan Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof as if made on the Eligible Real Property subject theretodate hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such date. 7.3 Borrower has good (c) All necessary actions and marketable fee simple title proceedings required by the Loan Documents in connection with this Agreement, applicable law or regulation and the transactions contemplated thereby have been duly and validly taken in accordance with the terms thereof, and all required consents thereto under any agreement, document or instrument to the Eligible Real Propertywhich Borrowers and Guarantors are a party, subject to no liensand all applicable consents or approvals of governmental authorities, mortgages, pledges, security interests, encumbrances or charges of any kind, nature or descriptionhave been obtained. 7.4 Borrower (d) On or prior to June 30, 2007, Borrowers and Guarantors shall (i) cause Sea Master Taiwan to execute and/or and deliver to Lender all other Financing AgreementsAgent a Security Agreement and Guaranty and execute and deliver, or cause to be executed and delivered, or deliver, as the case may be, the other agreements, documents and instruments, in form and substance satisfactory to Lender, which, in the good faith judgment of Lender are necessary or appropriate in connection with this Thirteenth Ratification Amendment; 7.5 Each of Borrower and Guarantors shall comply in full with the notice and other requirements of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, and the terms and conditions of the Final DIP Financing Order in a manner acceptable to Lender and its counsel; 7.6 No objection has been filed by any interested party to the terms and conditions of this Thirteenth Ratification Amendment and Borrower and Guarantors are authorized, in accordance with each case as required under the terms of Section 6.01(b)(i) of the Final DIP Financing OrderLoan Agreement and (ii) cause Sea Master Hong Kong to execute and deliver a Pledge Agreement with respect to the stock of Sea Master Taiwan and execute and deliver, or cause to be executed and delivered, or deliver, as the case may be, the other agreements, documents and instruments, in each case as required under the terms of Section 6.01(b)(ii) of the Loan Agreement. (e) The parties hereto acknowledge, confirm and agree that the failure of any Borrower or Guarantor to comply with the covenants, conditions and agreements contained herein, or in any other agreement, document or instrument at any time executed and/or delivered by any Borrower or Guarantor with, to execute, deliver, comply with or in favor of Agent and fully be bound by this Thirteenth Ratification Amendment; and 7.7 Except as set forth above, no Default or Lenders shall constitute an Event of Default exists or has occurred under the Loan Agreement and is continuing as of the date hereofother Loan Documents.

Additional Representations, Warranties and Covenants. In addition to the continuing representations, warranties and covenants heretofore made in the Loan Agreement or otherwise and hereafter made by each Borrower and Guarantors Guarantor to Lender, whether Agent and Lenders pursuant to the other Financing Agreements or otherwiseAgreements, and not in limitation thereof, each Borrower and Guarantors Guarantor hereby representjointly and severally represents, warrant warrants and covenant withcovenants with and to Agent and Lenders as follows, to which representations, warranties and in favor of Lender the following (which covenants are continuing and shall survive the execution and delivery hereof and shall be incorporated into and made a part of the Financing Agreements: (a) No Event of Default or condition or event which with notice or passage of time or both would constitute an Event of Default exists or has occurred as of the date of this Amendment (after giving effect to the amendments made and consents granted by Agent and Lenders pursuant to this Amendment). As of the date of any Borrower or Guarantor entering into the GMAC Trade Payables Agreement), the truth Lombard Agency Agreement and accuracy the Lombard Progress Payment Rider and after giving effect to each such transaction thereunder, the aggregate amount of whichoutstanding Exempted Debt represented by such transaction, or when aggregated with all other outstanding Exempted Debt, shall not exceed the Exempted Debt Limit, and such transaction is and shall be in compliance with, to the extent such compliance does not violate with the terms and provisions of conditions set forth in the Bankruptcy Code, being a continuing condition of the making of loans by Lender:Pep Boys Indentures. 7.1 (b) This Thirteenth Ratification Amendment has been duly authorized, and each other agreement or instrument to be executed and delivered by Borrowers and Guarantors hereunder has been duly executed and delivered by each Borrower and Guarantors Guarantor and is in full force and effect as of the date hereof, and the agreements and obligations of each Borrower and Guarantors contained herein and therein constitute legal, valid and binding obligations of each Borrower and Guarantors Guarantor enforceable against each Borrower and Guarantors Guarantor in accordance with their respective terms. 7.2 The mortgages granted to Lender under (c) Neither the Mortgages constitute valid execution and perfected first priority mortgages on delivery of the Eligible Real Property subject thereto. 7.3 Borrower has good GMAC Trade Payables Agreement, the Lombard Agency Agreement and marketable fee simple title to the Eligible Real PropertyLombard Progress Payment Rider, subject to no liensnor the consummation of the transactions contemplated by the GMAC Trade Payables Agreement, mortgagesthe Lombard Agency Agreement, pledgesand the Lombard Progress Payment Rider nor compliance with the provisions of the GMAC Trade Payables Agreement, security intereststhe Lombard Agency Agreement, encumbrances and the Lombard Progress Payment Rider or charges instruments thereunder shall result in (i) the creation or imposition of any kindlien, nature claim, charge or description. 7.4 encumbrance upon any of the Collateral, except in favor of Agent and Lenders or (ii) the incurrence, creation, assumption of any Indebtedness of any Borrower or Guarantor, except as expressly permitted under Section 9.9 of the Loan Agreement (after giving effect to this Amendment) and Guarantors shall execute and/or deliver to Lender all by the other Financing Agreements. (d) No court of competent jurisdiction has issued any injunction, restraining order or other order which prohibits consummation of the transactions contemplated in respect of the GMAC Trade Payables Agreement, the Lombard Agency Agreement and the Lombard Progress Payment Rider, and no governmental or other action or proceeding has been threatened or commenced in the United States of America, seeking any injunction, restraining order or other order which seeks to void or otherwise modify the transactions described in the GMAC Trade Payables Agreement, the Lombard Agency Agreement and the Lombard Progress Payment Rider. Neither the execution and delivery of the GMAC Trade Payables Agreement or the Lombard Agency Agreement, nor the consummation of the transactions contemplated by the GMAC Trade Payables Agreement, the Lombard Agency Agreement and the Lombard Progress Payment Rider, nor compliance with the provisions thereof, shall violate any Federal or state securities laws or any other law or regulation or any order or decree of any court or governmental instrumentality in respect or shall conflict with or result in the breach of, or constitute a default in any respect under, any indenture, or other material mortgage, agreement, instrument or undertaking to which any Borrower or Guarantor is a party or may be bound, or violate any provision of the organizational documents of any Borrower or Guarantor. (e) Each Borrower and Guarantor shall take such steps and execute and deliver, and cause to be executed and delivered, to Agent, such additional UCC financing statements and termination statements, and other and further agreements, documents and instrumentsinstruments as Agent may require in order to more fully evidence, perfect and protect Agent and Lenders' security interest in form and substance satisfactory to Lender, which, in the good faith judgment of Lender are necessary or appropriate in connection with this Thirteenth Ratification Amendment; 7.5 Each of Borrower and Guarantors shall comply in full with the notice and other requirements of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, and the terms and conditions of the Final DIP Financing Order in a manner acceptable to Lender and its counsel; 7.6 No objection has been filed by any interested party to the terms and conditions of this Thirteenth Ratification Amendment and Borrower and Guarantors are authorized, in accordance with the terms of the Final DIP Financing Order, to execute, deliver, comply with and fully be bound by this Thirteenth Ratification Amendment; and 7.7 Except as set forth above, no Default or Event of Default exists or has occurred and is continuing as of the date hereofCollateral.

Additional Representations, Warranties and Covenants. In addition to the continuing representations, warranties and covenants heretofore made in the Loan Agreement or otherwise and hereafter made by Borrower Borrowers and Guarantors to Lender, whether Agent and Lenders pursuant to the Financing Agreements or otherwiseother Loan Documents, each of Borrowers and not in limitation thereofGuarantors, Borrower jointly and Guarantors severally, hereby representrepresents, warrant warrants and covenant with, covenants with and to Agent and in favor of Lender the following Lenders as follows (which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof and shall be incorporated into and made a part of this Agreement)the Loan Documents): 7.1 On or before December 20, 2007, Borrowers and Guarantors shall enter into an amendment or amendments to the Loan Agreement and the other Loan Documents, in form and substance satisfactory to Agent in its sole discretion, pursuant to which, among other things as determined by Agent, the truth aggregate principal amount of the Term Loans outstanding as of such date, together with accrued and accuracy of whichunpaid interest thereon, or compliance withshall from and after such date for all purposes and in all respects be deemed to be, and restated as, Revolving Loans, subject to the extent such compliance does not violate the terms and provisions conditions in the Loan Agreement and the other Loan Documents applicable to Revolving Loans and repaid in accordance with such terms. Such amendment or amendments shall provide, among other things, that such restatement shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities of Borrowers evidenced by or arising under the Bankruptcy CodeLoan Agreement, being a continuing condition and the liens and security interests of Agent securing such Indebtedness and other obligations and liabilities shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Agent. In the making event that Borrowers and Guarantors have not entered into such amendment or amendments on or before December 20, 2007, this Amendment No. 5 shall be of loans by Lender:no further force or effect. 7.1 7.2 This Thirteenth Ratification Amendment No. 5 has been duly authorized, executed and delivered by all necessary corporate action on the part of each Borrower and Guarantors Guarantor which is a party hereto, and is in full force and effect as of the date hereof, and the agreements and obligations of Borrower Borrowers and Guarantors contained herein constitute legal, valid and binding obligations of Borrower Borrowers and Guarantors enforceable against Borrower and Guarantors them in accordance with their respective terms. 7.2 The mortgages granted to Lender under the Mortgages constitute valid and perfected first priority mortgages on the Eligible Real Property subject thereto, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting creditors’ rights generally. 7.3 Borrower has good All of the representations and marketable fee simple title warranties set forth in the Loan Agreement and the other Loan Documents, each as amended hereby, are true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to the Eligible Real Propertyextent any such representation or warranty is made as of a specified date, subject to no liens, mortgages, pledges, security interests, encumbrances in which case such representation or charges warranty shall have been true and correct in all material respects as of any kind, nature or descriptionsuch date. 7.4 Borrower All necessary actions and Guarantors shall execute and/or deliver to Lender all other Financing Agreements, and other agreements, documents and instruments, in form and substance satisfactory to Lender, which, in proceedings required by the good faith judgment of Lender are necessary or appropriate Loan Documents in connection with this Thirteenth Ratification Amendment; 7.5 Each of Borrower and Guarantors shall comply in full with the notice and other requirements of the Bankruptcy CodeAmendment No. 5, the applicable Federal Rules of Bankruptcy Procedure, law or regulation and the terms transactions contemplated thereby have been duly and conditions of the Final DIP Financing Order in a manner acceptable to Lender and its counsel; 7.6 No objection has been filed by any interested party to the terms and conditions of this Thirteenth Ratification Amendment and Borrower and Guarantors are authorized, validly taken in accordance with the terms thereof, and all required consents thereto under any agreement, document or instrument to which Borrowers and Guarantors are a party, and all applicable consents or approvals of governmental authorities, have been obtained. 7.5 The parties hereto acknowledge, confirm and agree that the Final DIP Financing Orderfailure of any Borrower or Guarantor to comply with the covenants, conditions and agreements contained herein, or in any other agreement, document or instrument at any time executed and/or delivered by any Borrower or Guarantor with, to execute, deliver, comply with or in favor of Agent and fully be bound by this Thirteenth Ratification Amendment; and 7.7 Except as set forth above, no Default or Lenders shall constitute an Event of Default exists or has occurred under the Loan Agreement and is continuing as the other Loan Documents. 7.6 Borrowers and Guarantors acknowledge, confirm and agree that they are not aware of any Event of Default other than the date hereofExisting Defaults.