Common use of Representations and Warranties of the Debtor Clause in Contracts

Representations and Warranties of the Debtor. The Debtor hereby represents and warrants to ATB that: the Collateral is owned by the Debtor free of all Encumbrances, save for those Encumbrances agreed to in writing between ATB and the Debtor and those shown on Schedule "B" hereto; each Account, Chattel Paper and Instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the "Account Debtor") and the amount represented by the Debtor to ATB from time to time as owing by each Account Debtor will be the correct amount actually and unconditionally owing from such Account Debtor, except for normal cash discounts where applicable; as at the date hereof, the description of the Collateral in Schedule "A" hereto is complete and accurate, and, if so requested by ATB, all serial numbers and vehicle identification numbers affixed to or ascribed to any of the Collateral have been provided to ATB; the Debtor has full power and authority to conduct its business and own its properties in all jurisdictions in which the Debtor carries on business, except to the extent any failure to do so would not reasonably be expected to have a material adverse effect on its business, operations or financial condition or impair its ability to perform its obligations hereunder, and has full power and authority to grant to ATB the Security Interest created under this Agreement and to execute, deliver and perform all of its obligations under this Agreement; this Agreement has been duly executed and delivered by the Debtor and constitutes a legal, valid and binding obligation of the Debtor, subject only that such enforcement may be limited by bankruptcy, insolvency and any other similar laws of general application affecting creditors' rights generally and by rules of equity limiting enforceability by specific performance; there is no provision in any agreement to which the Debtor is a party, nor is there any statute, rule or regulation, or to the knowledge of the Debtor any judgment, decree or order of any court, binding on the Debtor which would be contravened by the execution and delivery of this Agreement; there is no litigation, proceeding or dispute pending, or to the knowledge of the Debtor threatened, against or affecting the Debtor or the Collateral, the adverse determination of which might materially and adversely affect the Debtor's business, financial condition or operations or impair the Debtor's ability to perform its obligations hereunder or affect the priority of the Security Interest created hereunder or affect the rights and remedies of ATB hereunder; the name of the Debtor is accurately and fully set out below, and the Debtor is not nor has it been known by any other name other than as set out below; as at the date hereof, the Collateral is located in the Province and such other jurisdictions indicated on Schedule "A" hereto. With respect to Goods (including Inventory) constituting Collateral, the locations specified in Schedule "A" are accurate and complete save for Goods in transit to such locations and Inventory on lease or consignment; and all buildings, fixtures or Goods about to become fixtures and all crops and all oil, gas or other minerals to be extracted and all timber to be cut which forms part of the Collateral will be situate at one of such locations. For certainty, the Security Interests attach to all Collateral, wherever located, whether or not in jurisdictions indicated on Schedule "A" hereto; the Collateral does not consist of Consumer Goods; the Collateral, except as previously communicated to ATB in writing, does not consist of Goods that are of a kind that are normally used in more than one jurisdiction; and the Debtor's place of business, or if more than one place of business, the Debtor's chief executive office, is located in the Province (unless otherwise advised to ATB in writing).

Representations and Warranties of the Debtor. The Debtor hereby represents and warrants to with ATB that: the The Collateral is owned by the Debtor free of all Security Interests, mortgages, liens, claims, charges or other encumbrances (hereinafter collectively called “Encumbrances”), save for those Encumbrances agreed to in writing between ATB and the Debtor and those shown on Schedule "“B" ” hereto; each Account, Chattel Paper and Instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the "Account Debtor") and the amount represented by the Debtor to ATB from time to time as owing by each Account Debtor will be the correct amount actually and unconditionally owing from such Account Debtor, except for normal cash discounts where applicable; as at the date hereof, the description of the Collateral in Schedule "A" hereto is complete and accurate, and, if so requested by ATB, all serial numbers and vehicle identification numbers affixed to or ascribed to any of the Collateral have been provided to ATB; the Debtor has full power and authority to conduct its business and own its properties in all jurisdictions in which the Debtor carries on business, except to the extent any failure to do so would not reasonably be expected to have a material adverse effect on its business, operations or financial condition or impair its ability to perform its obligations hereunder, and has full power and authority to grant to ATB the Security Interest created under this Agreement and to execute, deliver and perform all of its obligations under this Agreement; this Agreement has been duly executed and delivered by the Debtor and constitutes a legal, valid and binding obligation of the Debtor, subject only that such enforcement may be limited by bankruptcy, insolvency and any other similar laws of general application affecting creditors' rights generally and by rules of equity limiting enforceability by specific performance; there is no provision in any agreement to which the Debtor is a party, nor is there any statute, rule or regulation, or to the knowledge of the Debtor any judgment, decree or order of any court, binding on the Debtor which would be contravened by the execution and delivery of this Agreement; there There is no litigation, proceeding or dispute pending, or to the knowledge of the Debtor threatened, against or affecting the Debtor or the Collateral, the adverse determination of which might materially and adversely affect the Debtor's business, ’s financial condition or operations or impair the Debtor's ’s ability to perform its obligations hereunder or affect the priority of the Security Interest created hereunder or affect the rights and remedies of ATB hereunder; the name The names of the Debtor is are accurately and fully set out belowabove, and the Debtor is not nor has it been known by any other name other than as set out belownames; as at the date hereof, the The Collateral is located in the Province and such other jurisdictions of Alberta unless otherwise indicated on Schedule "“A" hereto. With respect to Goods (including Inventory) constituting Collateral, the locations specified in Schedule "A" are accurate and complete save for Goods in transit to such locations and Inventory on lease or consignment; and all buildings, fixtures or Goods about to become fixtures and all crops and all oil, gas or other minerals to be extracted and all timber to be cut which forms part of the Collateral will be situate at one of such locations. For certainty, the Security Interests attach to all Collateral, wherever located, whether or not in jurisdictions indicated on Schedule "A" ” hereto; the Collateral does not consist of Consumer Goods; the The Collateral, except as previously communicated to ATB in writing, does not consist of Goods that are of a kind that are normally used in more than one jurisdiction. COVENANTS OF THE DEBTOR The Debtor hereby covenants with ATB that: The Debtor owns and will maintain the Collateral free of Encumbrances, except those described in Schedule “B” hereto, or hereafter approved in writing by ATB prior to their creation or assumption and will defend title to the Collateral for the benefit of ATB against the claims and demands of all persons; The Debtor will maintain the Collateral in good condition and repair and will not allow the value of the Collateral to be impaired and will permit ATB or such person as ATB may from time to time appoint to enter into any premises where the Collateral may be kept to view its condition; The Debtor will punctually pay all rents, taxes, rates and assessments lawfully assessed or imposed upon the Collateral; The Debtor will immediately give notice to ATB of: any change in the location of the Collateral; any material loss of or damage to the Collateral; the details of any claims or litigation affecting materially the Debtor or the Collateral; and any change of its name; The Debtor will insure and keep insured against any loss or damage by fire, lightning, explosion, smoke, impact by aircraft or land vehicle, riot, windstorm, hail, and other insurable hazards as may be required by ATB the Collateral to the extent of its full insurable value, and will maintain all such other insurance as ATB may reasonably require. The loss under the policies of insurance will be made payable to ATB as its interest may appear and will be written by an insurance company approved by ATB in terms satisfactory to ATB and the Debtor will provide ATB with copies of the same. The Debtor will pay all premiums and other sums of money necessary for such purposes as they become due and deliver to ATB proof of said payment, and will not allow anything to be done by which the policies may become vitiated. Upon the happening of any loss or damage the Debtor will furnish at the Debtor's place ’s expense all necessary proofs and will do all necessary acts to enable ATB to obtain payment of businessthe insurance monies; ATB may pay or satisfy any Encumbrance created in respect of the Collateral, or if more than one place any sum necessary to be paid to clear title to such Collateral, and the Debtor agrees to repay the same on demand, plus interest thereon at a rate equal to the highest rate of business, interest payable by the Debtor's chief executive office, is located Debtor on any portion of the indebtedness; The Debtor will not remove any of the Collateral from Alberta or the province described in Schedule "A" hereto without the Province (unless otherwise advised prior written consent of ATB; The Debtor will not permit the Collateral to become affixed to real or other Personal Property without the prior consent of ATB in writing), and will obtain and deliver to ATB such waivers regarding the Collateral as ATB may reasonably request from any owner, landlord or mortgagee of the premises.

Representations and Warranties of the Debtor. The Debtor hereby represents and warrants to ATB that: the Collateral is owned by the Debtor free of all Encumbrances, save for those Encumbrances agreed to in writing between ATB and the Debtor and those shown on Schedule "BA" hereto; each Account, Chattel Paper and Instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the "Account Debtor") and the amount represented by the Debtor to ATB from time to time as owing by each Account Debtor will be the correct amount actually and unconditionally owing from such Account Debtor, except for normal cash discounts where applicable; as at the date hereof, the description of the Collateral in Schedule "A" and/or Schedule "B" hereto is complete and accurate, and, if so requested by ATB, all serial numbers and vehicle identification numbers affixed to or ascribed to any of the Collateral have been provided to ATB; the Debtor has full power and authority to conduct its business and own its properties in all jurisdictions in which the Debtor carries on business, except to the extent any failure to do so would not reasonably be expected to have a material adverse effect on its business, operations or financial condition or impair its ability to perform its obligations hereunder, and has full power and authority to grant to ATB the Security Interest created under this Agreement and to execute, deliver and perform all of its obligations under this Agreement; this Agreement has been duly executed and delivered by the Debtor and constitutes a legal, valid and binding obligation of the Debtor, subject only that such enforcement may be limited by bankruptcy, insolvency and any other similar laws of general application affecting creditors' rights generally and by rules of equity limiting enforceability by specific performance; there is no provision in any agreement to which the Debtor is a party, nor is there any statute, rule or regulation, or to the knowledge of the Debtor any judgment, decree or order of any court, binding on the Debtor which would be contravened by the execution and delivery of this Agreement; there is no litigation, proceeding or dispute pending, or to the knowledge of the Debtor threatened, against or affecting the Debtor or the Collateral, the adverse determination of which might materially and adversely affect the Debtor's business, financial condition or operations or impair the Debtor's ability to perform its obligations hereunder or affect the priority of the Security Interest created hereunder or affect the rights and remedies of ATB hereunder; the name of the Debtor is accurately and fully set out below, and the Debtor is not nor has it been known by any other name other than as set out below; as at the date hereof, the Collateral is located in the Province and such other jurisdictions indicated on Schedule "A" hereto. With respect to Goods (including Inventory) constituting Collateral, the locations specified in Schedule "A" are accurate and complete save for Goods in transit to such locations and Inventory on lease or consignment; and all buildings, fixtures or Goods about to become fixtures and all crops and all oil, gas or other minerals to be extracted and all timber to be cut which forms part of the Collateral will be situate at one of such locations. For certainty, the Security Interests attach to all personal property Collateral, wherever located, whether or not in jurisdictions indicated on Schedule "A" hereto; the Collateral does not consist of Consumer Goods; the Collateral, except as previously communicated to ATB in writing, does not consist of Goods that are of a kind that are normally used in more than one jurisdiction; and the Debtor's place of business, or if more than one place of business, the Debtor's chief executive office, is located in the Province (unless otherwise advised to ATB in writing).

Representations and Warranties of the Debtor. The Debtor hereby represents and warrants warrants, and a long as this Agreement remains in effect shall be deemed to ATB continuously represent and warrant, that: the Debtor, if a natural person, is of legal age and, if a corporation, is duly organized, existing and in good standing under the laws of its incorporating jurisdiction and of each other jurisdiction in which the nature of its activities make such necessary; the Debtor has the right, power and authority to enter into this Agreement and to grant the Security Interest; the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action and are not in contravention of any instrument by which the Debtor has been incorporated or continued, any instrument amending any such instrument, any internal regulation of the Debtor, any law, or any indenture, agreement or undertaking to which the Debtor is a party or by which it is bound; the Debtor has not previously carried on business, does not currently carry on business, and shall not, without the prior written consent of the Bank, in the future carry on business under any name other than the name set forth in paragraph 1(f); the Collateral is genuine and is legally and beneficially owned by the Debtor free of all Encumbrances, save security interests except for those Encumbrances agreed to in writing between ATB the Security Interest and the Permitted Encumbrances; the description of the Specifically Described Collateral, whether contained herein or provided elsewhere the Debtor to the Bank, is complete and those shown on Schedule "B" heretoaccurate and all serial numbers affixed or ascribed to any of the Collateral have been provided to the Bank; each AccountChattel Paper, Chattel Paper Intangible and Instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the "Account Debtor") and ), the amount represented by the Debtor to ATB the Bank from time to time as owing by each Account Debtor will shall be the correct amount actually and owing unconditionally owing from by such Account Debtor, except for normal cash discounts where applicable; as at the date hereofand no Account Debtor shall have any defence, the description of the Collateral in Schedule "A" hereto is complete and accurateset-off, and, if so requested by ATB, all serial numbers and vehicle identification numbers affixed to claim or ascribed to any of the Collateral have been provided to ATB; the Debtor has full power and authority to conduct its business and own its properties in all jurisdictions in which the Debtor carries on business, except to the extent any failure to do so would not reasonably be expected to have a material adverse effect on its business, operations or financial condition or impair its ability to perform its obligations hereunder, and has full power and authority to grant to ATB the Security Interest created under this Agreement and to execute, deliver and perform all of its obligations under this Agreement; this Agreement has been duly executed and delivered by the Debtor and constitutes a legal, valid and binding obligation of the Debtor, subject only that such enforcement may be limited by bankruptcy, insolvency and any other similar laws of general application affecting creditors' rights generally and by rules of equity limiting enforceability by specific performance; there is no provision in any agreement to which the Debtor is a party, nor is there any statute, rule or regulation, or to the knowledge of the Debtor any judgment, decree or order of any court, binding on counterclaim against the Debtor which would can be contravened by asserted against the execution and delivery of this Agreement; there is no litigationBank, proceeding or dispute pending, or whether in any proceedings to the knowledge of the Debtor threatened, against or affecting the Debtor or the Collateral, the adverse determination of which might materially and adversely affect the Debtor's business, financial condition or operations or impair the Debtor's ability to perform its obligations hereunder or affect the priority of the Security Interest created hereunder or affect the rights and remedies of ATB hereunder; the name of the Debtor is accurately and fully set out below, and the Debtor is not nor has it been known by any other name other than as set out below; as at the date hereof, enforce the Collateral is located in the Province and such other jurisdictions indicated on Schedule "A" hereto. With respect to Goods (including Inventory) constituting Collateral, or otherwise; the locations specified in the attached Schedule "AC" as to business operations and records are accurate and complete save and, except for Goods in transit to such locations and Inventory on lease or consignment; and , all buildings, fixtures or Goods about to become fixtures and all crops and all oil, gas or other minerals to be extracted and all timber to be cut which forms part of the Collateral will shall be situate at one of such locations. For certainty; all financial statements, the Security Interests attach to all Collateral, wherever located, whether or not in jurisdictions indicated on Schedule "A" hereto; the Collateral does not consist of Consumer Goods; the Collateral, except as previously communicated to ATB in writing, does not consist of Goods that are of a kind that are normally used in more than one jurisdiction; certificates and other information concerning the Debtor's place financial condition or otherwise from time to time furnished by the Debtor to the Bank are and shall be in all respects complete, correct and fair representations of business, or if more than one place the affairs of business, the Debtor stated in accordance with generally accepted accounting principles applied on a consistent basis; there has not been and shall not be a material adverse change in the Debtor's chief executive officeposition, financial or otherwise, from that indicated by the financial statements which have been delivered to the Bank; there are no actions, suits or proceedings pending or, to the knowledge of the Debtor, threatened against the Debtor except as have been disclosed in writing to and approved by the Sank; and none of the Collateral is located in the Province (unless otherwise advised to ATB in writing)or shall be Consumer Goods.

Representations and Warranties of the Debtor. The Debtor hereby represents and warrants to ATB the Agent and the Lenders that: the Collateral is owned by the Debtor free of all Encumbrances other than Permitted Encumbrances, save for those Encumbrances agreed to in writing between ATB and the Debtor and those shown on Schedule "B" hereto; each Account, Chattel Paper and Instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the "" Account Debtor") and the amount represented by the Debtor to ATB the Agent from time to time as owing by each Account Debtor will be the correct amount actually and unconditionally owing from such Account Debtor, except for normal cash discounts where applicable; as at to the date hereofextent requested by the Agent to be provided, the any description of the Collateral serial numbers and vehicle identification numbers in Schedule "A" hereto is complete and accurate, and, if so requested by ATB, all serial numbers and vehicle identification numbers affixed to or ascribed to any of accurate as at the Collateral have been provided to ATBdate hereof; the Debtor has full power and authority to conduct its business and own its properties in all jurisdictions in which the Debtor carries on business, except to the extent any failure to do so would not reasonably be expected to have a material adverse effect on its business, operations or financial condition or impair its ability to perform its obligations hereunder, and has full power and authority to grant to ATB the Agent the Security Interest created under this Agreement and to execute, deliver and perform all of its obligations under this Agreement; this Agreement has been duly executed and delivered by the Debtor and constitutes a legal, valid and binding obligation of the Debtor, subject only that such enforcement may be limited by bankruptcy, insolvency and any other similar laws of general application affecting creditors' rights generally and by rules of equity limiting enforceability by specific performance; there is no provision in any agreement to which the Debtor is a party, nor is there any statute, rule or regulation, or to the knowledge of the Debtor any judgment, decree or order of any court, binding on the Debtor which would be contravened by the execution and delivery of this Agreement; there is no litigation, proceeding or dispute pending, or to the knowledge of the Debtor threatened, against or affecting the Debtor or the Collateral, the adverse determination of which might materially and adversely affect the Debtor's business, financial condition or operations or impair the Debtor's ability to perform its obligations hereunder or affect the priority of the Security Interest created hereunder or affect the rights and remedies of ATB the Agent and the Lenders hereunder; the name of the Debtor is accurately and fully set out below, and the Debtor is not nor has it been known by any other name other than as set out below; as at the date hereof, the Collateral is located in the Province and such other jurisdictions indicated on Schedule "A" hereto. With respect to Goods (including Inventory) constituting Collateral, the locations specified in Schedule "A" are accurate and complete save for Goods in transit to such locations and Inventory on lease or consignment; and all buildings, fixtures or Goods about to become fixtures and all crops and all oil, gas or other minerals to be extracted and all timber to be cut which forms part of the Collateral will be situate at one of such locations. For certainty, the Security Interests attach to all Collateral, wherever located, whether or not in jurisdictions indicated on Schedule "“A" ” hereto; the Collateral does not consist of Consumer Goods; the Collateral, except as previously communicated to ATB the Agent in writing, does not consist of Goods that are of a kind that are normally used in more than one jurisdiction; and the Debtor's place of business, or if more than one place of business, the Debtor's chief executive office, is located in the Province (unless otherwise advised to ATB the Agent in writing).

Representations and Warranties of the Debtor. The Debtor hereby represents and warrants to ATB that: (a) it is a corporation duly organized, validly existing and in good standing under the Collateral is owned by the Debtor free of all Encumbrances, save for those Encumbrances agreed to in writing between ATB and the Debtor and those shown on Schedule "B" hereto; each Account, Chattel Paper and Instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the "Account Debtor") and the amount represented by the Debtor to ATB from time to time as owing by each Account Debtor will be the correct amount actually and unconditionally owing from such Account Debtor, except for normal cash discounts where applicable; as at the date hereof, the description laws of the Collateral in Schedule "A" hereto jurisdiction of its incorporation and is complete and accurate, and, if so requested by ATB, all serial numbers and vehicle identification numbers affixed qualified to or ascribed to any of the Collateral have been provided to ATB; the Debtor has full power and authority to conduct its do business and own its properties in all such jurisdictions in which the Debtor carries on it is doing business, except to (b) the extent any failure to do so would not reasonably be expected to have a material adverse effect on its businessexecution, operations or financial condition or impair its ability to perform its obligations hereunder, delivery and has full power and authority to grant to ATB the Security Interest created under performance of this Agreement and the above pledge and assignment and grant of a security interest in the Collateral to executethe Secured Parties have been duly authorized and are not contrary to or in violation of law, deliver and perform all any order of a court or government agency, the Debtor's certificate of incorporation or by-laws, or any other agreement, instrument, or other document to which the Debtor is a party or by which the Debtor or any of its obligations under this Agreement; assets may be bound, (c) this Agreement has been duly executed and delivered by is the Debtor and constitutes a legal, valid and binding obligation of the DebtorDebtor and, subject only that to the making of any filings required pursuant to Section 3(a) hereof and the delivery of any Collateral to the Secured Parties pursuant to Section 3(b) hereof, creates a valid, enforceable and perfected security interest in the Collateral, first and prior to any or all other liens, claims, encumbrances or security interests except for the Permitted Liens and the Pari Passu Liens (as such enforcement may be limited by bankruptcyterms are defined in the Loan Agreements), insolvency and any other similar laws of general application affecting creditors' rights generally and by rules of equity limiting enforceability by specific performance; there is no provision in any agreement to which the Debtor is a partyduly authorized to make all filings and take all other actions necessary or desirable to perfect and to continue perfected such security interest, nor (d) all of the Debtor's right, title and interest in and to the Collateral is there free and clear of all liens, claims, charges, pledges, security interests and encumbrances, except for the security interests granted to the Secured Parties herein, the Permitted Liens and the Pari Passu Liens (as such terms are defined in the Loan Agreements), and (e) no consent of any statuteperson or entity is required, rule or regulationexcept such as have been obtained in writing by Debtor and delivered to Secured Parties, in order to render this Agreement, the Loan Agreements and the Notes fully enforceable against the Debtor in accordance with their terms or to the knowledge of the Debtor any judgment, decree or order of any court, binding on the Debtor which would be contravened by prevent the execution and delivery of this Agreement; there is no litigation, proceeding the Loan Agreements and the Notes from violating the terms of or dispute pendinggiving rise to a default or event of default under any other agreement, instrument or document to the knowledge of which the Debtor threatened, against is a party or affecting by which the Debtor or the Collateral, the adverse determination any of which might materially and adversely affect the Debtor's business, financial condition or operations or impair the Debtor's ability to perform its obligations hereunder or affect the priority of the Security Interest created hereunder or affect the rights and remedies of ATB hereunder; the name of the Debtor is accurately and fully set out below, and the Debtor is not nor has it been known by any other name other than as set out below; as at the date hereof, the Collateral is located in the Province and such other jurisdictions indicated on Schedule "A" hereto. With respect to Goods (including Inventory) constituting Collateral, the locations specified in Schedule "A" assets are accurate and complete save for Goods in transit to such locations and Inventory on lease or consignment; and all buildings, fixtures or Goods about to become fixtures and all crops and all oil, gas or other minerals to be extracted and all timber to be cut which forms part of the Collateral will be situate at one of such locations. For certainty, the Security Interests attach to all Collateral, wherever located, whether or not in jurisdictions indicated on Schedule "A" hereto; the Collateral does not consist of Consumer Goods; the Collateral, except as previously communicated to ATB in writing, does not consist of Goods that are of a kind that are normally used in more than one jurisdiction; and the Debtor's place of business, or if more than one place of business, the Debtor's chief executive office, is located in the Province (unless otherwise advised to ATB in writing)bound.