Common use of PPS Law Clause in Contracts

PPS Law. (a) Bunge acknowledges and agrees that the Warehouser has a purchase money security interest ("PMSI") over the Warehouser’s Grain and any proceeds of sale thereof for the purposes of the PPSA and that the Warehouser or the Warehouser's agent may register the PMSI on the Personal Property Security Register. (b) On delivery of Grain to Bunge, the Warehouser acknowledges and agrees that Bunge has control of the Grain for the purposes of the PPSA and for the exercise of Bunge's rights under Clause 27. (c) The Parties agree, at their cost in all things, to do anything (such as obtaining consents, signing and producing documents, getting documents completed and signed and supplying information) which the other Party, acting reasonably, asks and considers is required for the purposes of: (i) ensuring that any security interest the other Party has under the Bunge Warehouse Agreement is enforceable, perfected and otherwise effective; (ii) enabling the other Party to apply for any registration, complete any financing statement or give any notification, priority it requires; or in connection with the security interest so that the other Party has the (iii) enabling the other Party to exercise rights in connection with its security interest and/or lien under the Bunge Warehouse Agreement. (d) The Parties agree to pay or reimburse the reasonable costs of the other Party in connection with anything done in connection with the enforcement of any such security interest or of any lien over Grain of the Warehouser. (e) The Parties acknowledge and agree that they are not entitled to receive any notice from the other Party under the PPSA (including notice of a verification statement) unless the notice is required by the PPSA and the requirement to give it cannot be excluded. (f) The parties agree that they must not disclose any information of the kind referred to in section 275(1) of the PPSA. (g) If there is any inconsistency between the Warehouser's and Bunge’s rights under this section and its rights under Chapter 4 of the PPSA, this section prevails. (h) The parties acknowledge and agree that unless otherwise defined in the Bunge Warehouse Agreement, terms and expressions used in this section 32 have the same meaning as given to them under the PPSA.

PPS Law. (a) 1. Bunge acknowledges and agrees that the Warehouser has a purchase money security interest ("PMSI") over the Warehouser’s Grain and any proceeds of sale thereof for the purposes of the PPSA and that the Warehouser or the Warehouser's agent may register the PMSI on the Personal Property Security Register. (b) 2. On delivery of Grain to Bunge, the Warehouser acknowledges and agrees that Bunge has control of the Grain for the purposes of the PPSA and for the exercise of Bunge's rights under Clause 27. (c) 3. The Parties agree, at their cost in all things, to do anything (such as obtaining consents, signing and producing documents, getting documents completed and signed and supplying information) which the other Party, acting reasonably, asks and considers is required for the purposes of: (ia) ensuring that any security interest the other Party has under the Bunge Warehouse Agreement is enforceable, perfected and otherwise effective; (iib) enabling the other Party to apply for any registration, complete any financing statement or give any notification, priority it requires; or in connection with the security interest so that the other Party has thethe priority it requires; or (iiic) enabling the other Party to exercise rights in connection with its security interest and/or lien under the Bunge Warehouse Agreement. (d) 4. The Parties agree to pay or reimburse the reasonable costs of the other Party in connection with anything done in connection with the enforcement of any such security interest or of any lien over Grain of the Warehouser. (e) 5. The Parties acknowledge and agree that they are not entitled to receive any notice from the other Party under the PPSA (including notice of a verification statement) unless the notice is required by the PPSA and the requirement to give it cannot be excluded. (f) 6. The parties agree that they must not disclose any information of the kind referred to in section 275(1) of the PPSA. (g) 7. If there is any inconsistency between the Warehouser's and Bunge’s rights under this section and its rights under Chapter 4 of the PPSA, this section prevails. (h) 8. The parties acknowledge and agree that unless otherwise defined in the Bunge Warehouse Agreement, terms and expressions used in this section 32 have the same meaning as given to them under the PPSA.

PPS Law. (a) Bunge acknowledges and agrees This clause applies to the extent that the Warehouser has our interest under this Agreement is a purchase money ‘security interest ("PMSI") over the Warehouser’s Grain and any proceeds of sale thereof interest’ for the purposes of the PPSA and that the Warehouser or the Warehouser's agent may register the PMSI on the Personal Property PPS Law (Security RegisterInterest). (b) On delivery We may register any actual impending or likely Security Interest. You may not make a claim or demand against us for any loss or liability action of Grain to Bungeany kind in respect of any registration, the Warehouser acknowledges and agrees even if it is determined that Bunge has control of the Grain for the purposes of the PPSA and for the exercise of Bunge's rights under Clause 27. (c) The Parties agree, at their cost in all things, to we should not have made a registration . You must do anything (such as obtaining consents, consents and signing and producing documents, getting documents completed and signed and supplying information) which the other Party, acting reasonably, asks and considers is required we require for the purposes of ensuring that our Security Interest is enforceable, perfected, first in priority and otherwise effective under the PPS Law. (c) Our rights under this Agreement are in addition to and not in substitution for our rights under other law (including the PPS Law) and we may choose whether to exercise rights under this Agreement, and/or under such other law, as we see fit. (d) to the extent that Chapter 4 of the PPS Law applies to any Security Interest under this Agreement, you agree to waive any period of:, or right to notice that, would otherwise apply under Chapter 4 in your favour in respect of enforcement by us. (e) In addition to any rights under Chapter 4 you agree that we shall, if there is a default by you, have the right to seize purchase, take possession or apparent possession, retain, deal with or dispose of any goods, not only under Chapter 4 but also, as additional and independent rights, under this Agreement and you agree that we may do so in any manner we see fit, including (in respect of dealing and disposal) by private or public sale, lease or licence. (f) You waive your rights to receive a verification statement in relation to registration events in respect of commercial property under section 157 of the PPS Law. This waiver also extends to any verification statement in respect of Security Interests arising or provided for under the security documents prior to the date of this Agreement. (g) We and you agree not to disclose information of the kind that can be requested under section 275(1) of the PPS Law. You must do everything necessary on your part to ensure that section 275(6)(a) of the PPS Law continues to apply. This sub-clause is made solely for the purpose of allowing to us, the benefit of section 275(6)(a) and we shall not be liable to pay damages or any other compensation for breach of this sub-clause. (h) You must not dispose or purport to dispose of, or create or purport to create or permit to be created any Security Interest in the Equipment other than with our written consent. You must not lease, hire, bail or give possession (Sub-hire) the Equipment to anyone else unless we (in our absolute discretion) first consent in writing. If we do consent any such Sub-hire must be in writing in a form acceptable to us and must be expressed to be subject to our rights under this Agreement. You may not vary a Sub-hire without our prior written consent (which may be withheld in our absolute discretion) (i) ensuring You must ensure that we are provided at all times with up-to-date information about the Sub-hire including the identity of the sub-hirer, the terms of and state of accounts and payment under the Sub-hire and the location and condition of the Equipment (j) You must take all steps (including registration under PPS Law) as may be required by us; (i) to ensure that any security interest Security Interest arising under or in respect of the other Party has under the Bunge Warehouse Agreement Sub-hire is enforceable, perfected and otherwise effectiveeffective under the PPS Law; (ii) enabling you to gain (subject always to our rights) first priority (or any other priority agreed to by us in writing) for the other Party to apply for any registration, complete any financing statement or give any notification, priority it requiresSecurity Interest; or in connection with the security interest so that the other Party has theand (iii) enabling the other Party us and you to exercise our respective rights in connection with its security interest and/or lien under the Bunge Warehouse AgreementSecurity Interest. (dk) The Parties agree to pay or reimburse the reasonable costs assure performance of the other Party in connection with anything done in connection with the enforcement of any such security interest or of any lien over Grain of the Warehouser. (e) The Parties acknowledge and agree that they are not entitled to receive any notice from the other Party under the PPSA (including notice of a verification statement) unless the notice is required by the PPSA and the requirement to give it cannot be excluded. (f) The parties agree that they must not disclose any information of the kind referred to in section 275(1) of the PPSA. (g) If there is any inconsistency between the Warehouser's and Bunge’s rights your obligations under this section and its rights under Chapter 4 clause, you hereby give us an irrevocable power of the PPSA, this section prevails. (h) The parties acknowledge and agree that unless otherwise defined attorney to do anything we consider necessary to protect our interest in the Bunge Warehouse AgreementEquipment. We may recover from you the cost of doing anything under this clause, terms and expressions used in this section 32 have the same meaning as given to them under the PPSA.including registration fees

PPS Law. (a) Bunge acknowledges and agrees that the Warehouser has You grant to us a purchase money ‘security interest ("PMSI") over the Warehouser’s Grain and any proceeds of sale thereof interest’ for the purposes of the PPSA and that PPS Law (Security Interest) in the Warehouser Equipment as security for the performance of your obligations (including payment obligations) under this Agreement. The Security Interest is a continuing interest irrespective of whether there may be monies or other obligations owing by you to us at a particular time. You will not permit the Warehouser's agent may register Equipment to become an accession (as defined in the PMSI on the Personal Property Security RegisterPPS Law) or affixed to any land or premises. (b) On delivery of Grain to Bunge, We may register any actual impending or likely Security Interest over the Warehouser acknowledges Equipment and agrees that Bunge has control all proceeds of the Grain Equipment. You may not make a claim or demand against us for the purposes any loss or liability action of the PPSA and for the exercise any kind in respect of Bunge's rights under Clause 27. (c) The Parties agreeany registration, at their cost in all things, to even if it is determined that we should not have made a registration. You must do anything (such as obtaining consents, consents and signing and producing documents, getting documents completed and signed and supplying information) which we require for the purposes of ensuring that our Security Interest is enforceable, perfected, first in priority and otherwise effective under the PPS Law. You will meet on demand all costs and expenses we may incur in filing a financing statement or financing change statement under the PPS Law or in maintaining that registration. (c) Our rights under this Agreement are in addition to and not in substitution for our rights under other Partylaw (including the PPS Law) and we may choose whether to exercise rights under this Agreement, acting reasonablyand/or under such other law, asks as we see fit. (d) To the maximum extent possible, you agree to waive any period of, or right to notice that, would otherwise apply under the PPS Law in your favour in respect of enforcement by us. (e) In addition to any rights we have under the PPS Law, you agree that under this Agreement we shall, if there is a default by you, have the right to seize purchase, take possession or apparent possession, retain, deal with or dispose of any goods, and considers is you agree that we may do so in any manner we see fit, including (in respect of dealing and disposal) by private or public sale, lease or licence. (f) In accordance with section 107 of the PPS Law (permitted contracting out) you waive your rights as a debtor under sections 114(1)(a), 116, 120(2), 121, 125 - 127, 129, and 131 - 134 of the PPS Law, and under section 148 of the PPS Law you waive your right to receive a verification statement confirming registration of a financing statement or the filing a financing change statement (and this waiver also extends to any verification statement in respect of Security Interests arising or provided for under the security documents prior to the date of this Agreement). (g) We and you agree not to disclose any information relating to the amounts due under, the payment terms of, or obligations secured by, this Agreement except as required for the purposes performance of our respective obligations under this Agreement, as permitted by this Agreement, as required by law, or where disclosure is required to our funders or assignees. (h) You must not dispose or purport to dispose of:, or create or purport to create or permit to be created any Security Interest in the Equipment other than with our written consent. You must not lease, hire, bail or give possession (Sub-hire) the Equipment to anyone else unless we (in our absolute discretion) first consent in writing. If we do consent any such Sub-hire must be in writing in a form acceptable to us and must be expressed to be subject to our rights under this Agreement. You may not vary a Sub-hire without our prior written consent (which may be withheld in our absolute discretion) (i) ensuring You must ensure that we are provided at all times with up-to-date information about the Sub-hire including the identity of the sub-hirer, the terms of and state of accounts and payment under the Sub- hire and the location and condition of the Equipment (j) You must take all steps (including registration under PPS Law) as may be required by us; (i) to ensure that any security interest Security Interest arising under or in respect of the other Party has under the Bunge Warehouse Agreement Sub-hire is enforceable, perfected and otherwise effectiveeffective under the PPS Law; (ii) enabling you to gain (subject always to our rights) first priority (or any other priority agreed to by us in writing) for the other Party to apply for any registration, complete any financing statement or give any notification, priority it requiresSecurity Interest; or in connection with the security interest so that the other Party has theand (iii) enabling the other Party us and you to exercise our respective rights in connection with its security interest and/or lien under the Bunge Warehouse AgreementSecurity Interest. (dk) The Parties agree to pay or reimburse the reasonable costs To assure performance of the other Party in connection with anything done in connection with the enforcement of any such security interest or of any lien over Grain of the Warehouser. (e) The Parties acknowledge and agree that they are not entitled to receive any notice from the other Party under the PPSA (including notice of a verification statement) unless the notice is required by the PPSA and the requirement to give it cannot be excluded. (f) The parties agree that they must not disclose any information of the kind referred to in section 275(1) of the PPSA. (g) If there is any inconsistency between the Warehouser's and Bunge’s rights your obligations under this section clause, you hereby give us (and its rights under Chapter 4 each of the PPSA, this section prevails. (hour directors) The parties acknowledge and agree that unless otherwise defined an irrevocable power of attorney to do anything we consider necessary to protect our interest in the Bunge Warehouse AgreementEquipment. We may recover from you the cost of doing anything under this clause, terms and expressions used in this section 32 have the same meaning as given to them under the PPSAincluding registration fees.

PPS Law. (a) Bunge acknowledges and agrees that the Warehouser has a purchase money security interest ("PMSI") over the Warehouser’s Grain and any proceeds of sale thereof for the purposes of the PPSA and that the Warehouser or the Warehouser's agent may register the PMSI on the Personal Property Security Register. (b) On delivery of Grain to Bunge, the Warehouser acknowledges and agrees that Bunge has control of the Grain for the purposes of the PPSA and for the exercise of Bunge's rights under Clause 27. (c) The Parties agree, at their cost in all things, to do anything (such as obtaining consents, signing and producing documents, getting documents completed and signed and supplying information) which the other Party, acting reasonably, asks and considers is required for the purposes of: (i) ensuring that any security interest the other Party has under the Bunge Warehouse Agreement is enforceable, perfected and otherwise effective; (ii) enabling the other Party to apply for any registration, complete any financing statement or give any notification, priority it requires; or in connection with the security interest so that the other Party has thethe priority it requires; or (iii) enabling the other Party to exercise rights in connection with its security interest and/or lien under the Bunge Warehouse Agreement. (d) The Parties agree to pay or reimburse the reasonable costs of the other Party in connection with anything done in connection with the enforcement of any such security interest or of any lien over Grain of the Warehouser. (e) The Parties acknowledge and agree that they are not entitled to receive any notice from the other Party under the PPSA (including notice of a verification statement) unless the notice is required by the PPSA and the requirement to give it cannot be excluded. (f) The parties agree that they must not disclose any information of the kind referred to in section 275(1) of the PPSA. (g) If there is any inconsistency between the Warehouser's and Bunge’s rights under this section and its rights under Chapter 4 of the PPSA, this section prevails. (h) The parties acknowledge and agree that unless otherwise defined in the Bunge Warehouse Agreement, terms and expressions used in this section 32 have the same meaning as given to them under the PPSA.

PPS Law. (a) Bunge acknowledges and agrees that the Warehouser has You grant to us a purchase money ‘security interest ("PMSI") over the Warehouser’s Grain and any proceeds of sale thereof interest’ for the purposes of the PPSA and that PPS Law (Security Interest) in the Warehouser Equipment as security for the performance of your obligations (including payment obligations) under this Agreement. The Security Interest is a continuing interest irrespective of whether there may be monies or other obligations owing by you to us at a particular time. You will not permit the Warehouser's agent may register Equipment to become an accession (as defined in the PMSI on the Personal Property Security RegisterPPS Law) or affixed to any land or premises. (b) On delivery of Grain to Bunge, We may register any actual impending or likely Security Interest over the Warehouser acknowledges Equipment and agrees that Bunge has control all proceeds of the Grain Equipment. You may not make a claim or demand against us for the purposes any loss or liability action of the PPSA and for the exercise any kind in respect of Bunge's rights under Clause 27. (c) The Parties agreeany registration, at their cost in all things, to even if it is determined that we should not have made a registration. You must do anything (such as obtaining consents, consents and signing and producing documents, getting documents completed and signed and supplying information) which we require for the purposes of ensuring that our Security Interest is enforceable, perfected, first in priority and otherwise effective under the PPS Law. You will meet on demand all costs and expenses we may incur in filing a financing statement or financing change statement under the PPS Law or in maintaining that registration. (c) Our rights under this Agreement are in addition to and not in substitution for our rights under other Partylaw (including the PPS Law) and we may choose whether to exercise rights under this Agreement, acting reasonablyand/or under such other law, asks as we see fit. (d) To the maximum extent possible, you agree to waive any period of, or right to notice that, would otherwise apply under the PPS Law in your favour in respect of enforcement by us. (e) In addition to any rights we have under the PPS Law, you agree that under this Agreement we shall, if there is a default by you, have the right to seize purchase, take possession or apparent possession, retain, deal with or dispose of any goods, and considers is you agree that we may do so in any manner we see fit, including (in respect of dealing and disposal) by private or public sale, lease or licence. (f) In accordance with section 107 of the PPS Law (permitted contracting out) you waive your rights as a debtor under sections 114(1)(a), 116, 120(2), 121, 125 - 127, 129, and 131 - 134 of the PPS Law, and under section 148 of the PPS Law you waive your right to receive a verification statement confirming registration of a financing statement or the filing a financing change statement (and this waiver also extends to any verification statement in respect of Security Interests arising or provided for under the security documents prior to the date of this Agreement). (g) We and you agree not to disclose any information relating to the amounts due under, the payment terms of, or obligations secured by, this Agreement except as required for the purposes performance of our respective obligations under this Agreement, as permitted by this Agreement, as required by law, or where disclosure is required to our funders or assignees. (h) You must not dispose or purport to dispose of:, or create or purport to create or permit to be created any Security Interest in the Equipment other than with our written consent. You must not lease, hire, bail or give possession (Sub-hire) the Equipment to anyone else unless we (in our absolute discretion) first consent in writing. If we do consent any such Sub-hire must be in writing in a form acceptable to us and must be expressed to be subject to our rights under this Agreement. You may not vary a Sub-hire without our prior written consent (which may be withheld in our absolute discretion) (i) ensuring You must ensure that we are provided at all times with up-to-date information about the Sub-hire including the identity of the sub-hirer, the terms of and state of accounts and payment under the Sub-hire and the location and condition of the Equipment (j) You must take all steps (including registration under PPS Law) as may be required by us; (i) to ensure that any security interest Security Interest arising under or in respect of the other Party has under the Bunge Warehouse Agreement Sub-hire is enforceable, perfected and otherwise effective; effective under the PPS Law; (ii) enabling you to gain (subject always to our rights) first priority (or any other priority agreed to by us in writing) for the other Party Security Interest; and (iii) enabling us and you to apply for any registration, complete any financing statement or give any notification, priority it requires; or exercise our respective rights in connection with the security interest so that the other Party has the (iii) enabling the other Party to exercise rights in connection with its security interest and/or lien under the Bunge Warehouse AgreementSecurity Interest. (dk) The Parties agree to pay or reimburse the reasonable costs To assure performance of the other Party in connection with anything done in connection with the enforcement of any such security interest or of any lien over Grain of the Warehouser. (e) The Parties acknowledge and agree that they are not entitled to receive any notice from the other Party under the PPSA (including notice of a verification statement) unless the notice is required by the PPSA and the requirement to give it cannot be excluded. (f) The parties agree that they must not disclose any information of the kind referred to in section 275(1) of the PPSA. (g) If there is any inconsistency between the Warehouser's and Bunge’s rights your obligations under this section clause, you hereby give us (and its rights under Chapter 4 each of the PPSA, this section prevails. (hour directors) The parties acknowledge and agree that unless otherwise defined an irrevocable power of attorney to do anything we consider necessary to protect our interest in the Bunge Warehouse AgreementEquipment. We may recover from you the cost of doing anything under this clause, terms and expressions used in this section 32 have the same meaning as given to them under the PPSAincluding registration fees.