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: (a) 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 "A" hereto; (b) 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; (c) 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; (d) 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; (e) 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; (f) 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; (g) 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; (h) 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; (i) 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; (j) the Collateral does not consist of Consumer Goods; (k) 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 (l) 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 ATB KHCANADA that: (a) 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 KHCANADA and the Debtor and those shown on Schedule "A" “B” hereto; (b) 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 KHCANADA 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; (c) 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, accurate and all serial numbers and vehicle identification numbers affixed to or ascribed to any of the Collateral have been provided to ATBKHCANADA; (d) 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 hereundercondition, 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 under; this Agreement; (e) this Agreement has been when duly executed and delivered by the Debtor and constitutes will constitute 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 governing enforceability by specific performance; (f) there is no provision in any agreement to which the Debtor is a party, nor to the knowledge of the Debtor is there any statute, rule or regulation, or to the knowledge of the Debtor any judgmentjudgement, decree or order of any court, binding on the Debtor which would be contravened by the execution and delivery of this Agreement; (g) 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; (h) the name names of the Debtor is are 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 belownames; (i) as at the date hereof, 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 personal property Collateral, wherever located, whether or not in jurisdictions indicated on Schedule "A" hereto; (j) the Collateral does not consist of Consumer Goods; (k) the Collateral, except as previously communicated to ATB KHCANADA in writing, does not consist of Goods that are of a kind that are normally used in more than one jurisdiction; and (lk) 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 of Alberta (unless otherwise advised to ATB KHCANADA in writing).

Representations and Warranties of the Debtor. 3.1 The Debtor hereby represents and warrants that, and, so long as this Security Agreement remains in effect, shall be deemed to ATB continuously represent and warrant that: 3.1.1 this Security Agreement has been authorized, executed and delivered in accordance with resolutions of the directors (aand of the shareholders as applicable) of the Debtor and all other matters and things have been done and performed so as to authorize and make the execution and delivery of this Security Agreement, the creation of the security constituted hereby and the performance of the Debtor's obligations hereunder, legal, valid and binding; 3.1.2 the Collateral is genuine and is owned by the Debtor free of all security interests, mortgages, liens, claims, charges and other encumbrances (herein collectively called "Encumbrances"), save for the security constituted by this Security Agreement, those Encumbrances agreed to shown on the Encumbrance Schedule and those Encumbrances approved in writing between ATB and by the Holder; 3.1.3 the Debtor has good and those shown on Schedule "A" heretolawful authority to create the security in the Collateral constituted by this Security Agreement; (b) 3.1.4 each AccountDebt, Chattel Paper and Instrument constituting included in 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 Holder from time to time as owing by each Account Debtor or by all Account Debtors will be the correct amount actually and unconditionally owing from by such Account DebtorDebtor or Account Debtors, except for normal cash discounts where applicable; (c) 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; (d) 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 executeno Account Debtor will have any defense, deliver and perform all of its obligations under this Agreement; (e) this Agreement has been duly executed and delivered by the Debtor and constitutes a legalset off, 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; (f) there is no provision in any agreement to which the Debtor is a party, nor is there any statute, rule claim 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; (g) there is no litigationHolder, whether in any 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; (h) 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; (i) as at the date hereof, enforce the Collateral is located in the Province and such other jurisdictions indicated on Schedule "A" hereto. With or otherwise; and 3.1.5 with respect to Goods (including Inventory) constituting comprised in the Collateral, the locations specified in the Location 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 form 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; (j) the Collateral does not consist of Consumer Goods; (k) 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 (l) the Debtor's place of business, or if more than one place of business, the Debtor's chief executive office, is located locations specified in the Province (unless otherwise advised to ATB in writing)Location Schedule.

Representations and Warranties of the Debtor. The Debtor hereby represents and warrants to ATB that: (a) : 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 "AB" hereto; (b) ; 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; (c) ; 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; (d) ; 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; (e) ; 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; (f) ; 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; (g) ; 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; (h) ; 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; (i) ; 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; (j) ; the Collateral does not consist of Consumer Goods; (k) ; 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 (l) 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 and so long as this General Security Agreement remains in effect shall be deemed to ATB continuously represent and warrant that: (a) the Collateral is genuine and owned by the Debtor free of all security interests, mortgages, liens, claims, charges or other encumbrances (hereinafter collectively called "Encumbrances"), save for the Security Interest and those Encumbrances agreed to in writing between ATB and the Debtor and those shown on Schedule "A" heretoor hereafter approved in writing, prior to their creation or assumption, by the Secured Party; (b) each AccountDebt, Chattel Paper and Instrument constituting the 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 Secured Party from time to time as owing by each Account Debtor or by all Account Debtors will be the correct amount actually and unconditionally owing from by such Account DebtorDebtor or Account Debtors, except for normal cash discounts where applicable, and no Account Debtor will have any defence, set off, claim or counterclaim against the Debtor which can be asserted against the Secured Party whether in any proceeding to enforce the Collateral or otherwise; (c) as at the date hereof, the description of the Collateral locations specified in Schedule "A" and/or Schedule "B" hereto is as to business operations and records are accurate and 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; (d) 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; (e) 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; (f) 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; (g) 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; (h) 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; (i) as at the date hereof, the Collateral is located in the Province and such other jurisdictions indicated on Schedule "A" hereto. With with respect to Goods (including Inventory) constituting the Collateral, the locations specified in Schedule "AB" are accurate and complete save for Goods 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 extract 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; (j) the Collateral does not consist of Consumer Goods; (k) 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 (ld) without limiting the Debtor's place generality of businessthe descriptions of the Collateral as set out in Clause 1 hereof, for greater certainty the Collateral shall include all present and future personal property of the Debtor located on or if more than one place about or in transit to or from the address of business, the Debtor's chief executive office, is located Debtor set out on Schedule "B" attached hereto and the locations set out in the Province (unless otherwise advised to ATB in writing)Schedule "B" attached hereto.

Representations and Warranties of the Debtor. The Debtor hereby represents and warrants to with ATB that: (a) 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 "A" “B” hereto; (b) 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; (c) 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; (d) 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; (e) 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; (f) 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; (g) 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; (h) 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 below; (i) as at the date hereof, the names; 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 personal property Collateral, wherever located, whether or not in jurisdictions indicated on Schedule "A" hereto; (j) the Collateral does not consist of Consumer Goods; (k) 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. 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; and (l) 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 the Agent and the Lenders that: (a) : 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 "A" hereto; (b) ; 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; (c) as at ; to the date hereofextent requested by the Agent to be provided, the any 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 in Schedule "A" hereto is complete and accurate as at the Collateral have been provided to ATB; (d) date 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; (e) ; 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; (f) ; 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; (g) ; 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; (h) ; 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; (i) ; 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; (j) ; the Collateral does not consist of Consumer Goods; (k) ; 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 (l) 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 thatthe Lender as follows: (a) The Debtor is, and, as to the Collateral is owned acquired 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 "A" hereto; (b) 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 it 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; (c) as at after the date hereof, the description Debtor will be, the owner or, as applicable, licensee of all the Collateral. The Debtor’s rights in the Collateral are and shall remain free and clear of any lien, pledge, security interest, encumbrance, assignment, collateral assignment or charge of any kind, including without limitation any filing of, or agreement to file, a financing statement as debtor under the Uniform Commercial Code or any similar statute, except for the lien and security interest created by this Agreement and Permitted Liens. The Debtor has made no previous assignment, conveyance, transfer or agreement in conflict with the liens granted hereby. The Debtor further represents and warrants to the Lender that Schedules X-0, X-0, X-0, X-0, C-1 and C-2 hereto, respectively, are true and correct lists of all Patents, Patent Licenses, Trademarks, Trademark Licenses, Copyrights and Copyright Licenses owned or used by the Debtor as of the date hereof and that Schedules X-0, X-0, X-0, X-0, C-1 and C-2 are true and correct with respect to the matters set forth therein as of the date hereof. (b) The Debtor has made all necessary filings and recordations to protect its interests in 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; (d) 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 each case to the extent any a failure to do so would not could 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;Material Adverse Effect. (ec) this Agreement The Debtor owns directly or has been duly executed rights to use all the Collateral and delivered all rights with respect to any of the foregoing used in or necessary for the business of the Debtor in the ordinary course as presently conducted, except where the failure to own or have such rights would not have a Material Adverse Effect. The use of the Collateral and all rights with respect to the foregoing by the Debtor does not, to the actual knowledge of the Debtor, infringe, in any material respect, on the rights of any party, nor has any claim of such infringement been made. (d) Upon appropriate filings and constitutes the acceptance thereof in the appropriate offices under the Uniform Commercial Code, in the United States Patent and Trademark Office and the United States Copyright Office, this Agreement will create a legal, valid and binding obligation duly perfected lien on and security interest in the Collateral located in the United States of America effective against purchasers from and creditors 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; (f) there is to no provision in any agreement to which the Debtor is a party, nor is there any statute, rule prior liens 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; (g) 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; (h) 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 encumbrances other than as set out below; (i) 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; (j) the Collateral does not consist of Consumer Goods; (k) 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 (l) 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)Permitted Liens.

Representations and Warranties of the Debtor. The Debtor hereby represents and warrants and so long as this Agreement remains in effect shall be deemed to ATB continuously represent and warrant that: (a) the The Collateral is genuine and owned by the Debtor free of all EncumbrancesLiens, save for those Encumbrances agreed to in writing between ATB and the Debtor and those shown on Schedule "A" hereto;Permitted Encumbrances. (b) each Account, Chattel Paper The Debtor is the sole legal and Instrument constituting Collateral is enforceable in accordance with its terms against beneficial owner of 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;Black Fox Property. (c) as at No other Real Property - The Debtor does not own any abutting lands to the date hereof, Black Fox Property. The Debtor represents and warrants that the description Black Fox Property is all of the Collateral real property 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 which it owns or ascribed to any has an interest within a five (5) kilometer radius of the Collateral have been provided to ATB;boundaries of the Black Fox Property. (d) the Right to Encumber - The Debtor has full power good right and lawful authority to conduct its business grant, assign, transfer, mortgage and own its properties charge the Collateral as provided 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 by this Agreement;. (e) Permitted Encumbrances - The Collateral is free and clear of any Liens except the security created or intended to be created by this Agreement has been duly executed Agreement, the Black Fox Charge and delivered the Permitted Encumbrances. (f) No Orders, Notices - Except as disclosed on Schedule "C", there are no outstanding orders, notices or similar requirements relating to the Collateral issued by any building, environmental, fire, health, labour or police authorities or from any other federal, provincial or municipal authority and there are no matters under discussion with any such authorities relating to orders, notices or similar requirements. (g) Environmental - (i) The Collateral and the Debtor activities and constitutes a legal, valid and binding obligation operations of the Debtor, and to the Debtor’s best knowledge, those of owner, lessee, licensee or other occupant comply in all material respects with Environmental Law, and are not subject only that such enforcement may be limited by bankruptcyto any existing judicial, insolvency governmental, regulatory or other investigations, proceedings, inquiries or notices, and neither the Debtor nor any other similar laws present or prior lessee, owner, occupant or licensee of general application affecting creditors' rights generally and by rules of equity limiting enforceability by specific performancethe Collateral or any part thereof, or any person having the charge, management or control thereof, has filed any notice or report pursuant to any Environmental Law in connection with the Collateral; (fii) there is the Debtor has no provision knowledge of any Environmental Activity in respect of the Release of any Contaminant at, upon, under, over, within or with respect to the Collateral or any contiguous real or immovable property to or from which the Release of a Contaminant could reasonably be anticipated; (iii) neither the Debtor nor any other party has been, or is, involved in any agreement to which the Debtor is a partyoperations at, nor is there any statute, rule near or regulation, or with respect to the knowledge Collateral which operations could lead to the imposition of the Debtor any judgment, decree or order of any court, binding liability on the Debtor which would be contravened by or on any subsequent or former owner or occupier or person who has or will have the execution and delivery charge, management or control of this Agreement; (g) there is no litigation, proceeding or dispute pending, or to the knowledge of the Debtor threatened, against or affecting the Debtor or the Collateral, or 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; (h) 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; (i) 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; (j) the Collateral does not consist of Consumer Goods; (k) the Collateral, except as previously communicated to ATB in writing, does not consist of Goods that are creation of a kind that are normally used in more than one jurisdictionlien or charge on any property under any Environmental Law; and (liv) the Debtor's place of businessno underground storage tanks or surface impoundments or equipment containing, or if more than one place of businessthat has contained PCBs or related chemical substances, the Debtor's chief executive office, is are located in the Province (unless otherwise advised to ATB in writing)on or under any property.

Representations and Warranties of the Debtor. The Debtor hereby represents and warrants to ATB thatas follows: (a) The Debtor is not in default under any indenture, mortgage, deed of trust, agreement or other instrument to which it is a party or by which it may be bound. Neither the Collateral is owned by execution nor the delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof; will violate any law or regulation, or any order or decree of any court or governmental authority, or will conflict with, or result in the breach of; or constitute a default under, any indenture, mortgage, deed of trust, agreement or other instrument to which the Debtor free of all Encumbrances, save for those Encumbrances agreed to in writing between ATB and is a party or by which the Debtor and those shown on Schedule "A" hereto;may be bound, or result in the creation or imposition of any lien, claim or encumbrance upon any property of Debtor. (b) 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; (c) 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; (d) the The Debtor has full the 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 the provisions of this agreement and all instruments and documents delivered or to be delivered pursuant hereto, and has taken or caused to be taken all necessary or appropriate actions to authorize the execution, delivery and performance of this Agreement and all such instruments and documents. (c) The Debtor is the legal and equitable owner of the Collateral, subject to the interest therein granted to the holders of the Prior Liens and the Secured Party. The ownership by the Debtor of the Collateral is free and clear of all security interests, liens, claims and encumbrances of every kind and nature, except as otherwise disclosed herein and in the schedule to the Securities Purchase Agreement of even date herewith. The Debtor has taken all actions necessary under the UCC to perfect its interest in any accounts purchased by it or in which it otherwise has an interest, as against its assignors or creditors or its assigns. (d) No default exists, and no event which with notice or the passage of time or both, would constitute a default under the Collateral by any part thereto, and there are no offsets, claims or defenses against the obligations under this Agreement;evidenced by the Collateral. (e) this Agreement has been duly executed and delivered by the Debtor and The Security Interest constitutes a legalvalid and, valid upon delivery of documents necessary to perfect the Secured Party?s security interest in the Collateral, a perfected security interest in the Collateral for payment and binding obligation performance of the DebtorSecured Obligations, subject only that such enforcement may be limited by bankruptcyin each case prior to all other liens and rights of others, insolvency with the exception of the Prior Liens and any other similar laws the rights of general application affecting creditors' rights generally and by rules the holders of equity limiting enforceability by specific performance;the Prior Liens. (f) there That no financing statement covering the Collateral is no provision on file in any agreement to public office, other than (i) financing statements in respect of any indebtedness which is being repaid out of the Debtor is a party, nor is there any statute, rule or regulation, or proceeds of the Loan (which financing statements are being terminated and released simultaneously with the funding of the Loan to the knowledge Debtor), (ii) financing statements filed by the holders of the Prior Liens, and (iii) financing statements filed pursuant to this Agreement. All representations and warranties of the Debtor any judgment, decree or order of any court, binding on contained herein shall survive the Debtor which would be contravened by the execution and delivery closing of this Agreement; (g) there is no litigation, proceeding or dispute pending, or to the knowledge Agreement until termination 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; (h) 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; (i) 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; (j) the Collateral does not consist of Consumer Goods; (k) 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 (l) 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)this Agreement under Section 14.

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 laws of the jurisdiction of its incorporation and is owned by the Debtor free of qualified to do business in all Encumbrancessuch jurisdictions in which it is doing business, save for those Encumbrances agreed to in writing between ATB and the Debtor and those shown on Schedule "A" hereto; (b) each Accountthe execution, Chattel Paper delivery and Instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the "Account Debtor") performance of this Agreement and the amount represented by above pledge and assignment and grant of a security interest in the Collateral to the Secured Parties have been duly authorized and are not contrary to or in violation of law, 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 to ATB from time to time as owing is a party or by each Account which the Debtor will or any of its assets may be the correct amount actually and unconditionally owing from such Account Debtorbound, except for normal cash discounts where applicable; (c) 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; (d) 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; (e) 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; (f) 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; (g) 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; (h) 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; (i) 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 personal property Collateral, wherever located, whether or not in jurisdictions indicated on Schedule "A" hereto; (j) the Collateral does not consist of Consumer Goods; (k) 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 (l) 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.

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: (a) : 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 "A" hereto; (b) accurate 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; (c) as at the date hereofand no Account Debtor shall have any defence, the description of the Collateral in Schedule "A" and/or Schedule "B" 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; (d) 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; (e) 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; (f) 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; (g) 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; (h) 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; (i) 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 personal property Collateral, wherever located, whether or not in jurisdictions indicated on Schedule "A" hereto; (j) the Collateral does not consist of Consumer Goods; (k) 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 (l) 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 thatand for the benefit of the Secured Party, as of the Representation Date, as follows: (a) the Collateral is owned by That the Debtor free is the valid and lawful owner of all Encumbrancesof the Collateral, save for those Encumbrances agreed to in writing between ATB free from any and the Debtor and those shown on Schedule "A" hereto;all adverse liens, security interests or encumbrances. (b) 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; (c) 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; (d) That the Debtor has full power and authority to conduct its business and own its properties in all jurisdictions in which the Debtor carries on businessright, 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 Secured Party the Security Interest created under this Agreement and Interests pursuant to execute, deliver and perform all the terms of its obligations under this Agreement;, and that the Security Interests do not conflict with any rights of any other persons or any commitments of the Debtor to any other persons. (c) That no financing statement or other evidence of liens covering any of the Collateral is on file in any public office, other than financing statements and other filings filed pursuant to this Agreement. (d) That the Collateral is situated only at the collateral locations listed in Schedule II hereto (the “Collateral Locations”). (e) this Agreement has been duly executed and delivered Schedule I hereto (as such schedule may be amended or supplemented from time to time) sets forth all of the Pledged Debt owned by the Debtor and constitutes a all of such Pledged Debt has been fully authorized, authenticated or issued, and delivered and is the legal, valid and binding obligation of the issuers thereof and is not in default and constitutes all of the issued and outstanding intercompany indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to 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;. (f) there Schedule I hereto (as such schedule may be amended or supplemented from time to time) sets forth all of the Securities Accounts and Commodities Accounts in which the Debtor has an interest. The Debtor is no provision the sole entitlement holder of each such Securities Account and Commodities Account, and the Debtor has not consented to, and is not otherwise aware of, any Person (other than the Secured Party pursuant hereto) having “control” (within the meaning of Sections 8-106 and 9-106 of the UCC) over, or any other interest in, any such Securities Account or Commodity Account or any securities or other property credited thereto. (g) Schedule I hereto (as such schedule may be amended or supplemented from time to time) sets forth all of the Deposit Accounts in which the Debtor has an interest and the Debtor is the sole account holder of each such Deposit Account and the Debtor has not consented to, and is not otherwise aware of, any agreement Person having sole dominion and control (within the meaning of Section 9-104 of the UCC) over, or any other interest in, any such Deposit Account or any money or other property deposited therein. (h) Schedule I (as such schedule may be amended or supplemented from time to time) sets forth all Commercial Tort Claims of the Debtor. (i) Schedule III (as such schedule may be amended or supplemented from time to time) lists all letters of credit 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; (g) 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; (h) 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; (i) 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; (j) the Collateral does not consist of Consumer Goods; (k) 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 (l) 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)rights.

Representations and Warranties of the Debtor. The Debtor hereby represents and warrants to ATB Collateral Agent that: (a) the Collateral is owned by the Debtor free of all Encumbrances, save for those Encumbrances agreed to in writing between ATB Collateral Agent and the Debtor and those shown on Schedule "AB" hereto; (b) 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 Collateral 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; (c) 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 ATBCollateral Agent, all serial numbers and vehicle identification numbers affixed to or ascribed to any of the Collateral have been provided to ATBCollateral Agent; (d) 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 Collateral Agent the Security Interest created under this Agreement and to execute, deliver and perform all of its obligations under this Agreement; (e) 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; (f) 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; (g) 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 Collateral Agent hereunder; (h) 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; (i) 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; (j) the Collateral does not consist of Consumer Goods; (k) the Collateral, except as previously communicated to ATB Collateral Agent in writing, does not consist of Goods that are of a kind that are normally used in more than one jurisdiction; and (l) 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 Collateral Agent in writing).

Representations and Warranties of the Debtor. The Debtor hereby represents and warrants to ATB that: (a) : 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 "A" hereto; (b) ; 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; (c) ; 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; (d) ; 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; (e) ; 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; (f) ; 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; (g) ; 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; (h) ; 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; (i) ; 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; (j) ; the Collateral does not consist of Consumer Goods; (k) ; 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 (l) 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 as long as this Agreement remains in effect and except for Sections 5(j) and (k) below, shall be deemed to ATB continuously represent and warrant, that: (a) the Debtor 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; (b) the Debtor has the right, power and authority to enter into this Agreement and to grant the Security Interest; (c) the execution, delivery and performance of this Agreement has 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; (d) the Debtor has not previously carried on business, does not currently carry on business, and shall not, without the prior written consent of Venture, in the future carry on business under any name other than the name set forth in paragraph 1; (e) the Collateral is genuine and is legally and beneficially owned or leased 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 Debtor and those shown on Schedule "A" heretoPermitted Encumbrances; (bf) the description of the Specifically Described Collateral contained herein is complete and accurate in accordance with the PPSA and all serial numbers affixed or ascribed to any of the Collateral have been provided to Venture; (g) 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 DebtorACCOUNT DEBTOR") and ), the amount represented by the Debtor to ATB Venture from time to time as owing by each Account Debtor will shall be the correct amount actually and unconditionally owing from by such Account Debtor, except for normal cash discounts where applicable; (c) 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; (d) 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; (e) 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; (f) 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; (g) 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; (h) 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; (i) 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 the attached Schedule "AC" as to business operations and records are accurate and complete save and, except for such portions of the Collateral removed for repair 4 4 and then replaced, and except as otherwise agreed to by Venture, 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; (i) all financial statements, certificates and other information concerning the Security Interests attach Debtor's financial condition or otherwise from time to time furnished by the Debtor to Venture are and shall be in all personal property Collateralmaterial respects complete, wherever located, whether or not correct and fair representations of the affairs of the Debtor stated in jurisdictions indicated accordance with generally accepted accounting principles applied on Schedule "A" heretoa consistent basis; (j) as of the Collateral does date hereof, there has not consist of Consumer Goodsbeen a material adverse change in the Debtor's position, financial or otherwise, from that indicated by the financial statements which have been delivered to Venture; (k) as of the Collateraldate hereof, there are no actions, suits or proceedings pending or, to the knowledge of the Debtor, threatened against the Debtor except as previously communicated have been disclosed in writing to ATB in writing, does not consist of Goods that are of a kind that are normally used in more than one jurisdictionand approved by Venture; and (l) none of the Debtor's place of business, Collateral is 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)shall be Consumer Goods.

Representations and Warranties of the Debtor. The Debtor hereby represents and warrants to ATB thatthe Lender as follows: (a) The Debtor is, and, as to the Collateral is owned acquired 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 "A" hereto; (b) 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 it 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; (c) as at after the date hereof, the description Debtor will be, the owner or, as applicable, licensee of all the Collateral. The Debtor’s rights in the Collateral are and shall remain free and clear of any lien, pledge, security interest, encumbrance, assignment, collateral assignment or charge of any kind, including without limitation any filing of, or agreement to file, a financing statement as debtor under the Uniform Commercial Code or any similar statute, except for the lien and security interest created by this Agreement and Permitted Liens. The Debtor has made no previous assignment, conveyance, transfer or agreement in conflict with the liens granted hereby. The Debtor further represents and warrants to the Lender that Schedules X-0, X-0, X-0, X-0, C-1 and C-2 hereto, respectively, are true and correct lists of all Patents, Patent Licenses, and all registered Trademarks, Trademark Licenses, Copyrights and Copyright Licenses owned or used by the Debtor as of the date hereof and that Schedules X-0, X-0, X-0, X-0, C-1 and C-2 are true and correct in all material respects with respect to the matters set forth therein as of the date hereof. (b) The Debtor has made all necessary filings and recordations to protect its interests in 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; (d) 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 each case to the extent any a failure to do so would not could 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;Material Adverse Effect. (ec) this Agreement The Debtor owns directly or has been duly executed rights to use all the Collateral and delivered all rights with respect to any of the foregoing used in or necessary for the business of the Debtor in the ordinary course as presently conducted, except where the failure to own or have such rights would not have a Material Adverse Effect. The use of the Collateral and all rights with respect to the foregoing by the Debtor does not, to the actual knowledge of the Debtor, infringe, in any material respect, on the rights of any party, nor has any claim of such infringement been made. (d) Upon appropriate filings and constitutes the acceptance thereof in the appropriate offices under the Uniform Commercial Code, in the United States Patent and Trademark Office and the United States Copyright Office, this Agreement will create a legal, valid and binding obligation duly perfected lien on and security interest in the Collateral located in the United States of America effective against purchasers from and creditors 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; (f) there is to no provision in any agreement to which the Debtor is a party, nor is there any statute, rule prior liens 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; (g) 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; (h) 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 encumbrances other than as set out below; (i) 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; (j) the Collateral does not consist of Consumer Goods; (k) 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 (l) 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)Permitted Liens.

Representations and Warranties of the Debtor. The Debtor hereby represents and warrants to ATB thatas follows: (a) The Debtor is not in default under any indenture, mortgage, deed of trust, agreement or other instrument to which it is a party or by which it may be bound. Neither the Collateral is owned by execution nor the delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will violate any law or regulation, or any order or decree of any court or governmental authority, or will conflict with, or result in the breach of, or constitute a default under, any indenture, mortgage, deed of trust, agreement or other instrument to which the Debtor free of all Encumbrances, save for those Encumbrances agreed to in writing between ATB and is a party or by which the Debtor and those shown on Schedule "A" hereto;may be bound, or result in the creation or imposition of any lien, claim or encumbrance upon any property of Debtor. (b) 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; (c) 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; (d) the The Debtor has full the 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 the provisions of this Agreement and all instruments and documents delivered or to be delivered pursuant hereto, and has taken or caused to be taken all necessary or appropriate actions to authorize the execution, delivery and performance of this Agreement and all such instruments and documents. (c) The Debtor is the legal and equitable owner of the Collateral, subject to the interest therein granted to the Secured Party. The ownership by the Debtor of the Collateral is free and clear of all security interests, liens, claims and encumbrances of every kind and nature, except as otherwise disclosed herein and in the schedules to the Subscription Agreement and/or the Debentures, and except for security deposits, statutory liens, bankers’ liens and other immaterial encumbrances not securing indebtedness for borrowed money. The Debtor has taken all actions necessary under the UCC to perfect its interest in any accounts purchased by it or in which it otherwise has an interest, as against its assignors or creditors or its assigns. (d) No material default exists, and no event which with notice or the passage of time or both, would constitute a default under the Collateral by any party thereto, and there are no material offsets, claims or defenses against the obligations under this Agreement;evidenced by the Collateral. (e) this Agreement has been duly executed and delivered by the Debtor and The Security Interest constitutes a legalvalid and, valid upon delivery and binding obligation filing of documents necessary to perfect the Secured Party’s security interest in the Collateral, perfected security interest in the Collateral securing the payment and performance of the DebtorSecured Obligations, subject only that such enforcement may be limited by bankruptcy, insolvency in each case prior to all other liens and any other similar laws rights of general application affecting creditors' rights generally and by rules of equity limiting enforceability by specific performance;others (except for permitted liens as described above). (f) there That no financing statement covering the Collateral is no provision on file in any agreement to public office, other than (i) financing statements in respect of any indebtedness which is being repaid out of the Debtor is a party, nor is there any statute, rule or regulation, or proceeds of the Loan (which financing statements are being terminated and released simultaneously with the funding of the Loan to the knowledge Debtor), and (ii) financing statements filed pursuant to this Agreement. All representations and warranties of the Debtor any judgment, decree or order of any court, binding on contained herein shall survive the Debtor which would be contravened by the execution and delivery closing of this Agreement; (g) there is no litigation, proceeding or dispute pending, or to the knowledge Agreement until termination 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; (h) 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; (i) 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; (j) the Collateral does not consist of Consumer Goods; (k) 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 (l) 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)this Agreement under Section 14.

Representations and Warranties of the Debtor. The Debtor hereby represents and warrants to ATB the Secured Party that: (a) the Collateral is owned by Debtor has rights in the Debtor free of all EncumbrancesCollateral, save for those Encumbrances agreed to in writing between ATB and the Debtor and those shown on Schedule "A" heretohas not created nor granted any other security interests, mortgages, liens, claims, charges or other encumbrances against the Collateral except for the Permitted Encumbrances; (b) 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; (c) 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; (d) 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, business 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; (ec) this Agreement has been duly executed and delivered by the Debtor and constitutes a legal, valid and binding obligation obligations 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; (fd) there is no provision in any agreement to which the Debtor is a party, nor to the knowledge of the Debtor 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; (g) 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; (he) the name of the Debtor is 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 belowname; (f) the Collateral is now and will be located at the following address: 10000-000 Xxxxxx Xxxx Xxxxxxxxxxxx, Xxxxxxx X0X 0X0 (g) all sums payable by the Debtor on account of taxes or levies relating to the Collateral or the business of the Debtor have been paid, and there are no taxes, levies or charges now due which may become a charge upon or adversely affect the Collateral; (h) the Collateral is in good condition and repair, and the Debtor has maintained the Collateral in good condition and repair; (i) each Account, Account Receivable, Chattel Paper, Instrument, and Intangible is enforceable in accordance with its terms against the party obligated to pay the same and the amount represented by the Debtor to the Secured Party from time to time 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 owing thereunder 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; (j) the Collateral does not consist of Consumer Goods; (k) 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 (l) 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)correct amount actually and unconditionally owing.

Representations and Warranties of the Debtor. 3.1 The Debtor hereby represents and warrants that, and, so long as this General Security Agreement remains in effect, shall be deemed to ATB continuously represent and warrant that: 3.1.1 this General Security Agreement has been authorized, executed and delivered in accordance with resolutions of the directors (aand of the shareholders as applicable) of the Debtor and all other matters and things have been done and performed so as to authorize and make the execution and delivery of this General Security Agreement, the creation of the security constituted hereby and the performance of the Debtor’s obligations hereunder, legal, valid and binding; 3.1.2 the Collateral is genuine and is owned by the Debtor free of all security interests, mortgages, liens, claims, charges and other encumbrances (herein collectively called “Encumbrances”), save for the security constituted by this General Security Agreement, those Encumbrances agreed to shown on the Encumbrance Schedule and those Encumbrances approved in writing between ATB and by the Bank; 3.1.3 the Debtor has good and those shown on Schedule "A" heretolawful authority to create the security in the Collateral constituted by this General Security Agreement; (b) 3.1.4 each AccountDebt, Chattel Paper and Instrument constituting included in the 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 or by all Account Debtors will be the correct amount actually and unconditionally owing from by such Account DebtorDebtor or Account Debtors, except for normal cash discounts where applicable; (c) 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; (d) 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 executeno Account Debtor will have any defense, deliver and perform all of its obligations under this Agreement; (e) this Agreement has been duly executed and delivered by the Debtor and constitutes a legalset off, 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; (f) there is no provision in any agreement to which the Debtor is a party, nor is there any statute, rule claim 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 AgreementBank, whether in any proceeding to enforce the Collateral or otherwise; (g) 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; (h) 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; (i) as at the date hereof, the Collateral is located in the Province and such other jurisdictions indicated on Schedule "A" hereto. With 3.1.5 with respect to Goods (including Inventory) constituting comprised in the Collateral, the locations specified in the Location 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 form 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 locations specified in jurisdictions indicated on Schedule "A" heretothe Location Schedule; (j) 3.1.6 none of the Collateral does not consist of Consumer GoodsPremises are insulated with urea formaldehyde nor contain any asbestos material or underground tanks; (k) 3.1.7 the Collateral, except as previously communicated to ATB in writing, does Premises are free of any Hazardous Materials; 3.1.8 the Premises are not consist of Goods that are of a kind that are normally currently used in more than one jurisdictiona manner, and, to the Debtor’s knowledge, after having made due inquiry, no prior use has occurred, which is contrary to any laws, regulations, orders, bylaws, permits or lawful requirements of any Environmental Laws; and (l) 3.1.9 there are no existing or threatened claims, actions, orders or investigations under any Environmental Laws against the Debtor or against the Premises; 3.1.10 the Debtor is the owner of any intellectual property applications and registrations and there are no outstanding claims of ownership by third parties in respect of these registrations and applications; 3.1.11 all intellectual property applications and registrations are valid and in good standing; 3.1.12 all trade-xxxx and industrial designs have been in continuous use and that the use has been proper in relation to the wares and/or services of the Debtor's place of business; 3.1.13 only the Debtor has used the trade-marks, or if more than one place there are any third party users of business, the Debtor's chief executive office’s trade-marks, is located in such third party users are properly licensed to use such trademarks; 3.1.14 all assignments and other documents affecting intellectual property rights have been disclosed and provided to the Province (unless otherwise advised Bank; 3.1.15 there are no outstanding or threatened claims or proceedings with respect to ATB in writing)the intellectual property; and 3.1.16 all necessary assignments and license agreements have been properly executed by the Debtor for use of third party intellectual property.

Representations and Warranties of the Debtor. The Debtor hereby represents represents, warrants and warrants covenants to ATB thatthe Back-up Servicer, the Servicer, the Noteholder, the Surety Bond Provider and the Collateral Agent that as of the date of this Servicing Agreement or as of such date specifically provided herein: (a) The Debtor is a corporation duly organized and validly existing 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 "A" hereto; (b) 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; (c) as at the date hereof, the description laws 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 State of the Collateral have been provided to ATB; (d) 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, Delaware and has full power and authority to grant to ATB the Security Interest created under execute and deliver this Servicing Agreement and to execute, deliver perform the terms and perform all of its obligations under this Agreementprovisions hereof; (eb) this Agreement has been duly executed The execution, delivery and delivered performance by the Debtor of this Servicing Agreement have been duly authorized by all necessary action by the Debtor, do not require any approval or consent of any Person, do not and constitutes will not conflict with any material provision of the certificate of incorporation of bylaws of the Debtor, and do not and will not conflict with or result in a breach which would constitute a material default under any agreement binding upon or applicable to it or such of its property which is material to it, or any law or governmental regulation or court decree applicable to it or such material property, and this Servicing Agreement is the legal, valid and binding obligation of the Debtor, subject only that such enforcement Debtor enforceable in accordance with its terms except as the same may be limited by insolvency, bankruptcy, insolvency and any reorganization or other similar laws relating to or affecting the enforcement of general application affecting creditors' rights generally and or by rules of general equity limiting enforceability by specific performance;principles; and (fc) there is no provision in any agreement to which the Debtor is a party, nor is there any statute, rule No litigation or regulation, administrative proceeding of or to the knowledge of the Debtor any judgment, decree or order of before any court, binding on the Debtor which would be contravened by the execution and delivery of this Agreement; (g) there tribunal or governmental body is no litigation, proceeding or dispute presently pending, or to the knowledge of the Debtor threatened, against or affecting the Debtor or its properties or with respect to this Servicing Agreement, which, if adversely determined would, in the Collateral, the adverse determination opinion of which might materially and adversely affect the Debtor's business, financial condition or operations or impair have a material adverse effect on 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; (h) the name of the Debtor is accurately and fully set out below, and the Debtor is not nor has it been known transactions contemplated by any other name other than as set out below; (i) 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; (j) the Collateral does not consist of Consumer Goods; (k) 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 (l) 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)this Servicing Agreement.