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

Representations and Warranties of the Guarantor. (1) The Guarantor represents and warrants to the Secured Creditors, acknowledging and confirming that the Secured Creditors are relying thereon without independent inquiry, that as at the date hereof: (a) this Agreement creates a valid first priority security interest in the Collateral; (b) it is the registered, legal and beneficial owner of the Pledged Securities and is the legal and beneficial owner of all other Collateral; (c) the Collateral is free and clear of all liens, mortgages, charges, security interests, claims, encumbrances or other similar rights or interests of any third parties other than those created in favour of the Bond Trustee and none of the Collateral is held by the Guarantor in a trust capacity; (d) the Security in the Collateral has been perfected; (e) the address of the Guarantor’s chief executive office is that given at the end of this Agreement; (f) the Bond Trustee has obtained control pursuant to the PPSA of the Collateral that consists of investment property (“Controlled Assets”) and the Bond Trustee is a protected purchaser within the meaning of the PPSA; (g) no Person other than the Bond Trustee has control or has the right to obtain control within the meaning of the PPSA of any Controlled Assets; and (h) no authorizations, consents or approvals from, or notices to, any Governmental Authority or other Person is or was necessary in connection with the execution and delivery of this Agreement or the performance or enforcement of the Guarantor’s obligations hereunder, except as have been obtained, given or are in full force and effect unamended, at the date hereof.

Representations and Warranties of the Guarantor. (1) The Guarantor represents and warrants to the Secured Creditors, acknowledging and confirming that the Secured Creditors are relying thereon without independent inquiry, that as at the date hereof: (a) this Agreement creates a valid first priority security interest in the Collateral; (b) it is the registered, legal and beneficial owner of the Pledged Securities and is the legal and beneficial owner of all other Collateral; (c) the Collateral is free and clear of all liens, mortgages, charges, security interests, claims, encumbrances or other similar rights or interests of any third parties other than those created in favour of the Bond Trustee and none of the Collateral is held by the Guarantor in a trust capacity; (d) the Security in the Collateral has been perfected; (e) the Guarantor’s chief executive office is located in the Province of British Columbia, the Guarantor is organized under the laws of the Province of Ontario and the address of the Guarantor’s chief executive registered office is that given at the end of this Agreement; (f) the Bond Trustee has obtained control pursuant to the PPSA of the Collateral that consists of investment property (“Controlled Assets”) and the Bond Trustee is a protected purchaser within the meaning of the PPSA; (g) no Person other than the Bond Trustee has control or has the right to obtain control within the meaning of the PPSA of any Controlled Assets; and (h) no authorizations, consents or approvals from, or notices to, any Governmental Authority or other Person is or was necessary in connection with the execution and delivery of this Agreement or the performance or enforcement of the Guarantor’s obligations hereunder, except as have been obtained, given or are in full force and effect unamended, at the date hereof.