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

Representations and Warranties of the Grantors. Each Grantor hereby represents and warrants and covenants (severally and not jointly) to the Shareholders as follows: (a) In the case of AL-CH and the PBGC, the Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not prevent or delay the performance in any respect by the Grantor of its obligations under this Agreement. Grantor has full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy. In the case of AL-CH and the PBGC, the execution and delivery of this Agreement and the Proxy and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of the Grantor. (b) Each of this Agreement and the Proxy has been duly executed and delivered by or on behalf of the Grantor, and, subject to the execution of this Agreement by the other parties hereto, constitutes the legal, valid and binding obligation of the Grantor, enforceable against the Grantor in accordance with its terms, except as may be limited by the effect of bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally and except as enforcement thereof is subject to general principals of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (c) The execution and delivery of this Agreement and the Proxy by the Grantors does not, and the performance of this Agreement and the Proxy by the Grantors will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or other similar constituent documents of the Grantor, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Grantor or by which it or any of its properties is bound or affected, or (iii) conflict with or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to another party any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on the Shares, pursuant to the AL-CH Voting Agreement or any other note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Grantor is a party or by which the Grantor or any of its properties is bound or affected, except for any such breaches, defaults or other occurrences that would not prevent or delay the performance by the Grantor of its obligations under this Agreement. (d) The Grantor is the registered and beneficial owner of the Shares described in the Recitals hereto free and clear of any lien or encumbrance, proxy or voting restriction other than pursuant to this Agreement and the AL-CH Voting Agreement. Such Shares are all the securities of A-C owned of record or beneficially by the Grantors on the date of this Agreement. (e) The Grantor understands and acknowledges that the consummation of the Merger Agreement by OilQuip will be effected (and that the Shareholder's consent to the Merger was given) in reliance upon the Grantor's execution and delivery of this Agreement and the Proxy.

Representations and Warranties of the Grantors. Each Grantor hereby covenants and agrees with and represents and warrants and covenants (severally and not jointly) to the Shareholders Collateral Agent and the Secured Creditors as follows: (a) In the case of AL-CH and the PBGC, the such Grantor is duly organized, validly existing and in good standing under the laws possesses all of the jurisdiction of its incorporation or organization and has the powers requisite power and authority and all necessary governmental approvals for it to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not prevent or delay the performance in any respect by the Grantor of its obligations under this Agreement. Grantor has full power and authority to make, enter into and carry out the transactions of such Grantor referred to herein and to execute, enter into and perform the terms and conditions of this Agreement Amendment and any other documents contemplated herein that are to be performed by such Grantor; and that any and all actions required or necessary pursuant to such Grantor’s organizational documents or otherwise have been taken to authorize the Proxy. In due execution, delivery and performance by such Grantor of the case of AL-CH terms and the PBGC, the execution and delivery conditions of this Agreement Amendment and the Proxy said other documents, and the consummation of the transactions contemplated hereby that such execution, delivery and thereby have been duly authorized by all necessary corporate performance will not conflict with, constitute a default under or other action on the part of the Grantor. (b) Each of this Agreement and the Proxy has been duly executed and delivered by or on behalf of the Grantor, and, subject to the execution of this Agreement by the other parties hereto, constitutes the legal, valid and binding obligation of the Grantor, enforceable against the Grantor in accordance with its terms, except as may be limited by the effect of bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally and except as enforcement thereof is subject to general principals of equity (regardless of whether enforcement is considered result in a proceeding in equity breach of any applicable Law or at law). (c) The execution and delivery of this Agreement and the Proxy by the Grantors does notany agreement, and the performance of this Agreement and the Proxy by the Grantors will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or other similar constituent documents of the Grantor, (ii) conflict with or violate any law, rule, regulationinstrument, order, judgment writ, judgment, injunction or decree applicable to the Grantor or by which it or any of its properties is bound or affected, or (iii) conflict with or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to another party any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on the Shares, pursuant to the AL-CH Voting Agreement or any other note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the such Grantor is a party or by which the such Grantor or any of its properties is bound are bound, and that all consents, authorizations and/or approvals required or affectednecessary from any third parties in connection with the entry into, delivery and performance by such Grantor of the terms and conditions of this Amendment, the said other documents and the transactions contemplated hereby have been obtained by such Grantor and are in full force and effect; (b) this Amendment and any other documents contemplated herein constitute the valid and legally binding obligations of such Grantor, enforceable against such Grantor in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and by general equitable principles, whether enforcement is sought by proceedings at law or in equity; (c) all representations and warranties made by such Grantor in the Loan Documents are true and correct in all material respects as of the date hereof (except for any such breaches, defaults those representations and warranties qualified by reference to a Material Adverse Change or other occurrences that would not prevent or delay reference to materiality, which are true and correct), with the performance by same force and effect as if all such representations and warranties were fully set forth herein and made as of the date hereof and such Grantor of its obligations under this Agreement.has complied with all covenants and undertakings in the Loan Documents; (d) The Grantor is the registered and beneficial owner of the Shares described in the Recitals hereto free and clear of any lien or encumbrance, proxy or voting restriction other than pursuant to this Agreement and the AL-CH Voting Agreement. Such Shares are all the securities of A-C owned of record or beneficially by the Grantors on the date of this Agreement. (e) The Grantor understands and acknowledges that the consummation of the Merger Agreement by OilQuip will be effected (and that the Shareholder's consent to the Merger was given) in reliance upon the Grantor's execution and delivery of this Amendment is not intended to and shall not cause or result in a novation with regard to the existing indebtedness of any Grantor to the Collateral Agent or any Secured Creditor, which indebtedness shall continue without interruption and has not been discharged; (i) after giving effect to this Amendment, no Event of Default has occurred and is continuing under the Loan Documents; and (ii) and there exist no defenses, offsets, counterclaims or other claims with respect to the obligations and liabilities of such Grantor under the Credit Agreement or any of the other Loan Documents; and (f) such Grantor hereby ratifies and confirms in full its duties and obligations under the ProxyLoan Documents, as modified hereby.

Representations and Warranties of the Grantors. Each Grantor Ford Credit and Ford Credit Leasing as Grantors hereunder hereby represents each represent and warrants and covenants warrant (severally and not jointlyeach only as to itself) to the Shareholders as followsComerica that: (a) In the case of AL-CH it has been duly organized and the PBGC, the Grantor is duly organized, validly existing and as a corporation in good standing under the laws of the jurisdiction State of its incorporation or organization and has the requisite Delaware, with power and authority and all necessary governmental approvals to own, lease and operate own its properties and to carry on conduct its business as such properties are presently owned and such business is presently conducted; (b) it is now being conducted, except where the failure duly qualified to be so organized, existing or do business as a foreign corporation in good standing standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or to have such power, authority and governmental approvals would not prevent lease of property or delay the performance in any respect by the Grantor conduct of its obligations under this Agreement. Grantor business requires such qualifications; (c) it has the full power and authority to makeexecute and deliver this Agreement, enter into and to carry out its terms and to transfer, convey and deposit the terms FCTT Assets to be deposited with Comerica as part of this Agreement FCTT and the Proxy. In the case of AL-CH and the PBGC, the execution and delivery of this Agreement and the Proxy and has duly authorized such acts by all necessary corporate action; (d) the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of the Grantor. (b) Each of this Agreement and the Proxy fulfillment of the terms of this Agreement do not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice or lapse of time) a default under, its certificate of incorporation or by-laws, or any indenture, agreement or other instrument to which it is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument, or violate any law or, to the best its knowledge, any order, rule or regulation applicable to it of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over it or any of its properties; and (e) this Agreement has been duly executed and delivered by or on behalf of the Grantor, and, subject to the execution of this Agreement by the other parties hereto, it and constitutes the legal, valid and binding obligation agreement of the Grantorit, enforceable against the Grantor in accordance with its terms, except as enforceability may be limited by the effect of bankruptcy, insolvency (includinginsolvency, without limitationreorganization, all laws relating to fraudulent transfers), conservatorship, arrangement, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights in general and by general principles of creditors generally and except as enforcement thereof is subject to general principals of equity (equity, regardless of whether enforcement such enforceability is considered in a proceeding in equity or at law). (c) The execution and delivery of this Agreement and the Proxy by the Grantors does not, and the performance of this Agreement and the Proxy by the Grantors will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or other similar constituent documents of the Grantor, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Grantor or by which it or any of its properties is bound or affected, or (iii) conflict with or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to another party any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on the Shares, pursuant to the AL-CH Voting Agreement or any other note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Grantor is a party or by which the Grantor or any of its properties is bound or affected, except for any such breaches, defaults or other occurrences that would not prevent or delay the performance by the Grantor of its obligations under this Agreement. (d) The Grantor is the registered and beneficial owner of the Shares described in the Recitals hereto free and clear of any lien or encumbrance, proxy or voting restriction other than pursuant to this Agreement and the AL-CH Voting Agreement. Such Shares are all the securities of A-C owned of record or beneficially by the Grantors on the date of this Agreement. (e) The Grantor understands and acknowledges that the consummation of the Merger Agreement by OilQuip will be effected (and that the Shareholder's consent to the Merger was given) in reliance upon the Grantor's execution and delivery of this Agreement and the Proxy.

Representations and Warranties of the Grantors. Each Grantor hereby represents and warrants and covenants (severally and not jointly) to the Shareholders as follows: (a) In the case of AL-CH and the PBGC, the Each Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has the all requisite power and authority and all necessary governmental approvals requisite Governmental Approvals to own, lease execute and operate deliver this Amendment and perform its properties obligations under each of this Amendment and to carry on its business as it is now being conductedthe Amended Agreement, except where the failure to be so organizedhave such Governmental Approvals, existing either singularly or in good standing or the aggregate, could not reasonably be expected to have such power, authority and governmental approvals would not prevent or delay the performance result in any respect by the Grantor of its obligations under this Agreement. Grantor has full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy. In the case of AL-CH and the PBGC, the a Material Adverse Effect. (b) The execution and delivery by each Grantor of this Agreement Amendment, and the Proxy performance by each Grantor of this Amendment and the consummation of the transactions contemplated hereby and thereby Amended Agreement, have been duly authorized by all necessary corporate or other action organizational action, and do not (i) contravene the terms of any Grantor’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, (A) any Contractual Obligation to which any Grantor is a party or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which any Grantor or the Collateral of any Grantor is subject; (iii) violate any Law (including Regulation U or Regulation X issued by the FRB); or (iv) result in a limitation on any licenses, permits or other Governmental Approvals applicable to the part business, operations or properties of any Grantor except, in each case under clauses (ii), (iii) and (iv) above, to the Grantor[***]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETETIVELY HARMFUL IF PUBLICLY DISCLOSED] extent such conflict, breach, contravention, violation or limitation could not be reasonably expected to have a Material Adverse Effect. (bc) Each No approval, consent, exemption, authorization, or other action by, or notice to, or filing or registration with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Grantor of this Amendment or the Amended Agreement, other than (i) those that have already been obtained and are in full force and effect, (ii) filings and registrations to perfect the Liens created by the Amended Agreement and (iii) those the Proxy failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect. (i) This Amendment has been duly executed and delivered by or on behalf of the each Grantor, and, subject to the execution ; and (ii) each of this Amendment and the Amended Agreement by the other parties hereto, constitutes the a legal, valid and binding obligation of the Grantoreach Grantor that is party thereto, enforceable against the each such Grantor in accordance with its terms, except as enforceability may be limited by the effect of bankruptcy, insolvency (including, without limitation, all laws applicable Debtor Relief Laws or by equitable principles relating to fraudulent transfers), conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally and except as enforcement thereof is subject to general principals of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)enforceability. (c) The execution and delivery of this Agreement and the Proxy by the Grantors does not, and the performance of this Agreement and the Proxy by the Grantors will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or other similar constituent documents of the Grantor, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Grantor or by which it or any of its properties is bound or affected, or (iii) conflict with or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to another party any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on the Shares, pursuant to the AL-CH Voting Agreement or any other note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Grantor is a party or by which the Grantor or any of its properties is bound or affected, except for any such breaches, defaults or other occurrences that would not prevent or delay the performance by the Grantor of its obligations under this Agreement. (d) The Grantor is the registered and beneficial owner of the Shares described in the Recitals hereto free and clear of any lien or encumbrance, proxy or voting restriction other than pursuant to this Agreement and the AL-CH Voting Agreement. Such Shares are all the securities of A-C owned of record or beneficially by the Grantors on the date of this Agreement. (e) The Grantor understands and acknowledges that the consummation of the Merger Agreement by OilQuip will be effected (and that the Shareholder's consent to the Merger was given) in reliance upon the Grantor's execution and delivery of this Agreement and the Proxy.

Representations and Warranties of the Grantors. Each Grantor Ford Credit and Ford Credit Leasing (each only as to itself) as Grantors hereunder hereby represents each represent and warrants and covenants (severally and not jointly) warrant to the Shareholders as followsRCL Trustee that: (a) In the case of AL-CH it has been duly organized and the PBGC, the Grantor is duly organized, validly existing and as a corporation in good standing under the laws of the jurisdiction State of its incorporation or organization and has the requisite Delaware, with power and authority and all necessary governmental approvals to own, lease and operate own its properties and to carry on conduct its business as such properties are presently owned and such business is presently conducted; (b) it is now being conducted, except where the failure duly qualified to be so organized, existing or do business as a foreign corporation in good standing standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or to have such power, authority and governmental approvals would not prevent lease of property or delay the performance in any respect by the Grantor conduct of its obligations under this Agreement. Grantor business requires such qualifications; (c) it has the full power and authority to makeexecute and deliver this Agreement, enter into and to carry out its terms and to transfer, convey and deposit the terms RCL Assets to be deposited with the RCL Trustee as part of this Agreement RCL and the Proxy. In the case of AL-CH and the PBGC, the execution and delivery of this Agreement and the Proxy and has duly authorized such acts by all necessary corporate action; (d) the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of the Grantor. (b) Each of this Agreement and the Proxy has been duly executed and delivered by or on behalf fulfillment of the Grantor, and, subject to the execution terms of this Agreement by the other parties heretodo not conflict with, constitutes the legal, valid and binding obligation of the Grantor, enforceable against the Grantor in accordance with its terms, except as may be limited by the effect of bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally and except as enforcement thereof is subject to general principals of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (c) The execution and delivery of this Agreement and the Proxy by the Grantors does not, and the performance of this Agreement and the Proxy by the Grantors will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or other similar constituent documents of the Grantor, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Grantor or by which it or any of its properties is bound or affected, or (iii) conflict with or result in any breach of any of the terms and provisions of or constitute a default (with or an event that with without notice or lapse of time or both would become both) a default) default under, its certificate of incorporation or give by-laws, or any indenture, agreement or other instrument to another which it is a party any rights of termination, amendment, acceleration or cancellation ofby which it is bound, or result in the creation or imposition of a lien or encumbrance on the Shares, any Lien upon any of its properties pursuant to the AL-CH Voting Agreement or terms of any other note, bond, mortgage, such indenture, contract, agreement, lease, license, permit, franchise agreement or other instrument instrument, or obligation violate any law or, to which the Grantor is a party best of its knowledge, any order, rule or by which the Grantor regulation applicable to it of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over it or any of its properties is bound or affected, except for any such breaches, defaults or other occurrences that would not prevent or delay the performance by the Grantor of its obligations under this Agreement. (d) The Grantor is the registered and beneficial owner of the Shares described in the Recitals hereto free and clear of any lien or encumbrance, proxy or voting restriction other than pursuant to this Agreement and the AL-CH Voting Agreement. Such Shares are all the securities of A-C owned of record or beneficially by the Grantors on the date of this Agreement.properties; and (e) The Grantor understands and acknowledges that the consummation of the Merger Agreement by OilQuip will be effected (and that the Shareholder's consent to the Merger was given) in reliance upon the Grantor's execution and delivery of this Agreement has been duly authorized, executed and delivered by it and constitutes the Proxy.legal,