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

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

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