VF Leasing Services Agreement booklet

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					VITERRA FINANCIAL
Leasing Services Agreement booklet



Welcome to Scotiabank
We would like to take this opportunity to welcome you to Scotiabank. It is our commitment
to become your equipment lease provider. We look forward to working with you to add
value to your business.

So, what’s in this booklet?
This booklet is a companion document to your Lease Approval Letter. It contains important
terms and conditions which form part of your leasing agreement with the Bank. These
terms and conditions, unless specifically identified as pertaining to a particular product or
financial service, apply to all Scotiabank leasing products and services which we may
provide to you from time to time.



Table of Contents
            Some Definitions You Need to Know                        2
            Business and Personal Information                        2
            About the Business Customer                              2
            About You                                                2
            Scotiabank Master Lease Agreement                        3
            Progress Payment Facilities Agreement                    8
            Pre-Authorized Payment Agreement                        10
Definitions

Some Definitions you need to know                                             permitted or required by law, and agrees that we may do this both
                                                                              during our banking relationship with the business customer and after
We, our, us, Scotiabank and the Bank mean The Bank of Nova                    it has ended.
Scotia and, as appropriate, any of our Canadian subsidiaries.                 -     Authorizes Scotiabank to tell the business customer about
                                                                              Scotiabank products and services, and to disclose this information
"You", "your" and “the Customer” mean the business customer, the              about the business customer to other members of the Scotiabank
lessee and any co-lessees, except in the "About You" section on this          Group (where the law allows this) so that they may directly offer the
page where "you" and "your" mean the owner, officer, partner or               business customer their products and services both during our
guarantor providing personal information and except in the                    banking relationship with the business customer and after it has
Scotiabank Group Privacy Agreement where "you" and "your" mean                ended. You may opt out of this consent by calling Scotiabank at
an individual who has made application to us, or provided a                   (416) 866-3997 (collect calls accepted).
guarantee for any financial or insurance product or service offered by        - Authorizes us to check the information the business customer has
us.                                                                           given us from time to time.
                                                                              - Authorizes and directs any person we may contact in this regard to
Business and Personal Information                                             provide us with such information.

This section outlines the terms and conditions relating to information,       About You
both personal and business, provided to us.
                                                                              As the owner, officer, partner or guarantor providing personal
Application and Referral Consent and Terms                                    information, you:
In this section, “you” and “your” mean the owner, partner or guarantor        - Agree these terms and conditions apply in connection with any
providing personal information to Scotiabank and the business                 banking relationship you, or a business you are involved in, are
customer.                                                                     applying for, or already have with us (the "Banking Relationship.).
                                                                              - Agree that, if you are applying for, or are providing a guarantee in
Applicable to all alternate lenders:                                          respect of any Scotiabank personal or business banking products or
Scotiabank will forward the applications and all supporting material to       services, and while you are a Scotiabank customer you will be bound
the alternate lenders if we are not prepared to agree to grant the            by and abide by the Scotiabank Group Privacy Agreement, a copy of
business credit which the business customer applied for. You                  which has been included in this booklet, or which can be obtained at
acknowledge and consent to our receiving referral fees, commissions           any Scotiabank branch.
and other remuneration from the alternate lenders for forwarding the          - Certify that, if you (with anyone else, if applicable) signed any
applications to them. If an alternate lender offers credit to you the         statement, application or service request on behalf of the business
amount of our remuneration will be based on and depend on the                 customer, you (with any other signatories) are authorized to do so by
amount of the credit you utilize under your arrangements with each            the business customer.
alternate lender. Scotiabank will also forward all business, credit,          - Certify that the business customer (if an incorporated company) is
personal and financial information in its possession to the alternate         authorized to borrow money and grant security (not applicable to
lenders to assist in the review/approval process. You authorize the           third party guarantors).
alternate lender to give and receive any credit and other information         - Certify that any information and documents (including evidence of
about you and the business customer to and from: (a) any credit               incorporation) submitted by you to us are true, correct and complete.
bureau or reporting agency, (b) Scotiabank, (c) any other person with
whom you propose to have financial dealings.


About the Business Customer

The business customer:
- Authorizes us to collect further information about the business
customer from time to time in connection with any banking
relationship the business customer is applying for, will apply for, or
already has with us.
-      Authorizes Scotiabank to use the business information to
adjudicate and administer the products and services requested and
agrees that we may do this during our banking relationship with the
business customer.
-     Authorizes us to collect and disclose information about the
business customer from and to other credit reporting agencies, credit
bureaus, other credit grantors, any person the business customer
has or proposes to have financial relations with, and as otherwise

March 29,2010                                                             2                                                            Scotiabank
Scotiabank Master Lease Agreement

LESSOR
                                                                            Lessee agrees to pay Lessor on the Commencement Date, Interim
 The Bank of Nova Scotia (herein called “Lessor”)                           Rent for the period from the Commencement Date to the Rent
                                                                            Payment Date. Lessee shall pay Lessor a rental adjustment with
AGENT                                                                       each Rent Payment when the Prime Lending Rate of Lessor on the
 Lessee acknowledges and agrees that Viterra Inc. is an agent of            fifteenth day prior to a Rent Payment due date (herein called the
 the Lessor for the purposes of this Lease Agreement.                       "time of billing") is greater than the Base Prime Interest Rate as
                                                                            indicated in the applicable Schedule. Lessor shall credit Lessee with
                                                                            a rental adjustment when the Prime Lending Rate of Lessor on the
LEASE                                                                       fifteenth day prior to a Rental Payment due date is less than the
                                                                            Base Prime Interest Rate. The amount of the rental adjustment on a
1. Lessor hereby leases to Lessee and Lessee hereby leases from             Rent Payment due date up to and including the final Rent Payment
Lessor, leasehold improvements or the personal or moveable                  due date shall be calculated on the fifteenth day prior to the Rent
property (herein called the "Equipment") described in the Viterra           Payment due date by taking the current amount of the Lease
Financial Master Lease Schedule (herein called the "Schedule" or            outstanding at the time of billing, as determined by Lessor,
"Schedules") executed concurrently herewith or executed hereafter           multiplying it by the difference between the Base Prime Interest Rate
and made a part of this Scotiabank Master Lease Agreement. The              and the Prime Lending Rate of Lessor and dividing the result by 12.
Viterra Financial Lease Application, the Lease Approval Letter, ,           If the Prime Lending Rate of Lessor in effect at time of billing is less
Viterra Financial Master Lease Schedule which includes a Customer           than the Base Prime Interest Rate, the rental adjustment will be
Certificate of Inspection and Acceptance for the Equipment and the          subtracted from the Rent Payment. If the Prime Lending Rate of
Viterra Financial Leasing Services Agreement booklet (hereafter             Lessor in effect at the time of billing is greater than the Base Prime
jointly and severally referred to as the "Agreement") is the complete       Interest Rate, the rental adjustment will be added to the Rent
agreement between Lessor and Lessee. The Equipment shall                    Payment. Prime Lending Rate of Lessor means the variable per
include all additions, accessories, repair or replacement parts and         annum reference rate of interest as announced and adjusted by
other personal or moveable property placed on or added to the               Lessor from time to time for loans made by Lessor in Canada in
Equipment for any purpose. Lessee shall give prior notice to Lessor         Canadian dollars.
of any additions or substitutions made to the Equipment giving in the
notice a description of the additions or substitutions sufficient to        c. Lessee shall also pay Lessor the total amount of Advance Rent
identify them for registration purposes.                                    as calculated in each Schedule. The Advance Rent shall be paid on
                                                                            the Commencement Date and shall be applied to the first Rent
TERM                                                                        Payment and then to the last Rent Payment during the term of each
                                                                            Schedule, in reverse order of their due date calculating any
2. The term of the lease of the Equipment covered by a Schedule             applicable rental adjustments as nil.
hereunder shall commence on the Commencement Date as specified
in that Schedule and shall continue for the term specified in that          d. Notwithstanding paragraph 3(a), Lessee agrees that the Rent
Schedule.                                                                   Payments for the Equipment may be made by the assignment by
                                                                            Lessee to Lessor of rebates (if any) owing by Viterra Inc. to the
RENT                                                                        Lessee in accordance with the Viterra Fertilizer Purchase program.
                                                                            In the event that the assignment of these rebates is not sufficient to
3. a. Lessee agrees to pay Lessor at the address of Lessor noted            make the required Rent Payments when due to Lessor, Lessee shall
on the Schedule, the Payments for the Equipment stated in each              make the required Rent Payments owing under the Agreement from
Schedule and all applicable taxes. Unless otherwise stated, the first       its own funds.
Rent Payment shall be due on the Commencement Date and
subsequent Rent Payments shall be due on the same day of the                PURCHASE OPTION
month, (or other period, or last day of the month, if there is no
corresponding date), as the Commencement Date during the term of            4. If Lessee is not in default under this Agreement, Lessee may, by
such Schedule, plus an amount in respect of any percentage                  giving Lessor written notice at least 60 days prior to the Purchase
increase in applicable taxes or charges payable on the Rent                 Option Due Date, elect to purchase the Equipment described in each
Payments.                                                                   Schedule at the Purchase Option Due Date for the price shown
                                                                            under the heading "Purchase Option Price" stated in each Schedule
                                                                            (being the estimated fair market value of the Equipment at the
b. If a Schedule provides for Rent Payments on a floating rate              Purchase Option Due Date) plus all Added Charges payable by
basis, the first Rent Payment shall be due on the Rent Payment Date         Lessee to Lessor under paragraph 13 of this Agreement, plus any
and subsequent Rent Payments, (plus or minus the rental adjustment          provincial or federal sales, use or other applicable taxes, licence or
for each such Rent Payment), shall be due on the first day of each          registration fees, or other assessments or charges relating to the
consecutive month during the term of such Schedule.                         purchase of the Equipment by the Lessee under this option.

March 29,2010                                                           3                                                              Scotiabank
WARRANTIES                                                                      At any time during normal business hours Lessor or its authorized
                                                                                representatives may inspect the Equipment and any records of
5. Lessor makes no agreements, representations, conditions or                   Lessee relative thereto. Lessor shall have no duty to make any such
warranties, express or implied, statutory or otherwise, respecting the          inspection and shall not incur any liability by reason of not making
Equipment including but without limitation its merchantability,                 any such inspection. Any inspection by Lessor hereunder shall not
condition, design, quality, capacity, workmanship, operation or fitness         affect the continued validity of Lessee's covenants and obligations
for any purpose or use thereof or its freedom from liens and                    set forth in this Agreement.
encumbrances. However, Lessor hereby assigns to Lessee such
rights as Lessor may have under any warranty with respect to any                TAXES; INDEMNITY
Equipment made by any seller or manufacturer thereof, and rights to
all software and other intellectual and industrial property licences            8. Lessee agrees to comply with all laws, regulations and orders
accompanying the Equipment. If the Equipment is returned to be                  relating to this Agreement and to the Equipment and the use thereof
repossessed by Lessor all such warranties and rights shall be                   and to pay when due, all licence fees, assessments and sales, use,
deemed reassigned to Lessor. Lessee acknowledges that the seller                property, excise and other taxes (other than income or corporation
and manufacturer of the Equipment and the Equipment and its                     taxes payable by Lessor) now or hereafter imposed by any federal,
specifications have been selected by Lessee and that Lessor has                 provincial or municipal taxing authority upon this Agreement or any
purchased this Equipment at the request of Lessee for the purpose of            Equipment or the purchase, ownership, delivery, leasing, possession,
this Agreement. If the Equipment is not properly installed, does not            use, operation, and return thereof. If Lessee fails to pay such fees,
operate as intended by Lessee or as represented by the                          assessments, taxes or other charges, Lessor may do so and charge
manufacturer or the seller, totally fails to function or perform so as to       any amounts paid and incidental expenses of Lessor (including, but
give rise to a fundamental breach or alleged fundamental breach with            not limited to legal expenses) to Lessee. Lessee assumes liability
respect to the Equipment, or is unacceptable for any other reason               for, and hereby agrees to indemnify, protect, save and keep
whatsoever, Lessee shall claim only against such seller or                      harmless Lessor, its agents, employees, officers, directors,
manufacturer and shall nevertheless unconditionally pay Lessor all              successors and assigns, from and against any and all liabilities,
rent and other amounts expressed to be payable hereunder.                       obligations, losses, damages, penalties, claims, actions, suits, costs
                                                                                and expenses, including legal expenses, of whatsoever kind and
REPRESENTATIONS AND WARRANTIES OF LESSEE                                        nature, imposed on, incurred by or asserted against Lessor, its
                                                                                agents, employees, officers, directors, successors and assigns, in
6. Lessee if a corporation, warrants, covenants and represents that:            any way relating to or arising out of the ownership, possession, use,
                                                                                selection, delivery, leasing, operation, maintenance, return or
a. Lessee is a corporation legally incorporated and validly existing,           condition of the Equipment or any failure on the part of Lessee to
in good standing, under the laws of the jurisdiction of its                     perform or comply with any terms of this Agreement The indemnities
incorporation, with adequate corporate power to enter into this                 contained in this clause shall survive the termination of this
Agreement;                                                                      Agreement.

b. this Agreement has been duly authorized by all necessary                     USE; ASSIGNMENT
corporate action on the part of Lessee and constitutes a legal and
valid Agreement binding upon Lessee and is enforceable in                       9. Lessee will cause the Equipment to be operated in accordance
accordance with its terms; and                                                  with any applicable manufacturer's manuals or instructions, by
                                                                                competent and duly qualified personnel only, in accordance with all
c. the making and performance of this Agreement will not result in              applicable laws and for the primary purpose of carrying on a
the breach of, constitute a default under, contravene any provision of,         business. Lessee shall not change the original intended use of the
or result in the creation of any lien, charge, encumbrance or security          Equipment without the prior written consent of Lessor. Lessee
interest upon any property or assets of Lessee pursuant to any of               agrees not to sell, assign, sublet, mortgage, pledge, hypothecate, or
Lessee's stocks, bonds, notes or debentures outstanding, or any                 otherwise encumber or suffer a lien upon or against any interest in
agreement, indenture or other instrument to which Lessee is a party             this Agreement or the Equipment or to change the location of the
or by which Lessee or its property may be bound or affected;                    Equipment without Lessor's prior written consent.

d. the Equipment has been selected by Lessee without Lessor's                   TITLE, IDENTIFICATION; PERSONAL PROPERTY
assistance and that it will be used for commercial, industrial or
business purposes only and not for personal, family or household                10. Title to, ownership of, and all property in the Equipment shall at
purposes.                                                                       all times be and remain in Lessor. No right, title or interest in the
                                                                                Equipment shall pass to Lessee other than, conditional upon
LOCATION OF EQUIPMENT AND RIGHT OF INSPECTION                                   Lessee's compliance with and fulfillment of the terms and conditions
                                                                                of this Agreement, the right to maintain possession of and use the
7. The Equipment described in a Schedule shall remain at the                    Equipment for the full lease term. Lessor may require plates or
location(s) set forth in that Schedule or any attachment thereto and            markings to be affixed to or placed on each item of the Equipment
shall not be removed from such location without Lessor's prior written          indicating Lessor as owner. Lessor and Lessee hereby confirm their
consent.                                                                        intent that the Equipment shall always remain and be deemed


March 29,2010                                                               4                                                            Scotiabank
personal or moveable property, even though the Equipment may
hereafter become attached or affixed to realty or immoveable                   13. Any amounts charged to Lessee under any of paragraphs 8, 11,
property. Lessee agrees to obtain a waiver, if required, by and in a           12, 21, are due to Lessor as added charges under this Agreement on
form satisfactory to Lessor, from any landlord, mortgagee or other             demand with interest at a rate per annum equal to the Prime Lending
encumbrancer of the premises where the Equipment is situated.                  Rate of Lessor from time to time plus 5%, from the due date until
                                                                               payment on the Termination Date if this Agreement has terminated
MAINTENANCE; REPAIRS; LOSS AND DAMAGE                                          under paragraph 15.

11. Lessee at its own cost and expense, shall keep all Equipment in            DEFAULT
good repair, condition and working order and shall furnish all parts,
mechanisms, devices and servicing required therefore. If Lessee                14.     The occurrence of any one of the following events shall
fails to so maintain the Equipment, Lessor may do so and charge the            constitute a default under this Agreement:
cost of maintenance, including all related taxes and charges to
Lessee. Lessee may make additions to the Equipment provided that               a) Lessee fails to make any rental payment, pay any interest on
such additions do not impair the value or utility thereof. Lessee shall        overdue payments, or to pay any Added Charges, or to pay any other
give prior written notice to Lessor of any additions made to the               amount due under this Agreement on its due date;
Equipment giving in the notice a description of the additions sufficient
to identify them for registration purposes. Lessee hereby assumes              b) Lessee fails to perform or observe any other covenant, condition
and shall bear the entire risk of loss, theft and damage to or                 or agreement to be performed or observed by Lessee hereunder;
destruction of the Equipment (partial or otherwise) from any and
every cause whatsoever. If any item of Equipment is damaged,                   c) any representation or warranty made by Lessee herein or in any
Lessor shall apply the insurance proceeds to repair such item. If any          document or certificate furnished to Lessor in connection herewith
item of Equipment is lost, stolen or substantially destroyed, Lessor           proves to be incorrect in any material respect;
may apply the insurance proceeds to replace such item or retain the
insurance proceeds in satisfaction of that proportion of the amounts           d) Lessee defaults under any other agreement to which Lessee and
which Lessor would be entitled to recover from Lessee under                    Lessor, or Lessee and Viterra Inc., are parties;
paragraphs 16(a)(ii) and (iv) and 16(b) if this Agreement had
terminated pursuant to paragraph 15 as of the date on which Lessor             e)     any bankruptcy, reorganization, arrangement, insolvency or
received the insurance proceeds which the original cost of such item           liquidation proceedings or any other proceedings for the relief of
bears to the original cost of all the Equipment covered by that                debtors are instituted by or against Lessee and, if instituted against
Schedule, provided that if the insurance proceeds are less than the            Lessee, are allowed, consented to or not dismissed or stayed within
aggregate of such proportional amounts, Lessee shall pay Lessor the            30 days after such institution;
difference.
                                                                               f) a trustee, receiver or receiver and manager is appointed for
INSURANCE                                                                      Lessee or for part or all of the property of Lessee.

12. a) Lessee shall maintain in force at Lessee's expense,                     g) Lessor, in good faith, believes the ability of Lessee to pay or
insurance against loss, theft, damage to and destruction of the                perform any of the terms and conditions of this Lease is impaired, or
Equipment in an amount satisfactory to Lessor with loss payable to             that the Equipment is in any danger of being lost, damaged or
Lessor.                                                                        confiscated.

b) Lessee shall also maintain in force at Lessee's expense, public             TERMINATION ON DEFAULT
liability insurance in an amount satisfactory to Lessor, with Lessor as
an additional named insured.                                                   15. a) Upon the occurrence of a default described in (a), (b), (c) or
                                                                               (d) of paragraph 14, Lessor may give to Lessee a written notice
If Lessee fails to maintain such insurance, Lessor may do so and               which shall contain a description of the default, a demand that the
charge the cost of insurance premiums to Lessee. Lessee shall                  default be remedied within the period specified in the notice, and a
maintain all such insurance, effective from the time of delivery of the        statement that if the lessee fails to remedy the default within such
Equipment, and shall immediately deliver to Lessor evidence of such            period this Agreement shall be conclusively presumed to have been
insurance coverage upon request. All insurance shall provide for 10            repudiated by Lessee and shall terminate on the expiration of such
days' written notice to Lessor before any policy may be cancelled or           period.
altered.
                                                                               b) Upon the occurrence of a default described in (e) or (f) of
Lessee shall also maintain in force at the Lessee’s expense, life and          paragraph 14, Lessor may give a written notice to Lessee and a copy
disability insurance in an amount satisfactory to the Lessor. Lessee           thereof to any trustee, receiver, receiver and manager or other
shall maintain all such insurance effective from the time of delivery of       person appointed to administer property of Lessee, which shall
the Equipment, and shall deliver to the Lessor evidence of such                contain a description of the default, a demand that within the period
insurance coverage upon request.                                               specified in the notice arrangements satisfactory to Lessor be made
                                                                               for all rental payments and other amounts payable hereunder to be
ADDED CHARGES                                                                  paid by or on behalf of Lessee, and a statement that if such


March 29,2010                                                              5                                                            Scotiabank
arrangements are not made within such period, this Agreement shall           each case, to the amount so determined being discounted to the
be conclusively presumed to have been repudiated by Lessee and               Termination Date at a rate of 5% per annum.
shall terminate on the expiration of such period.
                                                                             c) Interest shall be payable by Lessee to Lessor at a rate per
                                                                             annum equal to the Prime Lending Rate of Lessor from time to time
                                                                             in effect plus 5% on the arrears of rent and Added Charges referred
REMEDIES ON TERMINATION                                                      to in paragraph (a)(ii) hereof and on the amount of the loss and
                                                                             damages referred to in paragraph (a)(iv) hereof and determined in
16. a) If this Agreement shall terminate on the expiration of a              accordance with paragraph (b) hereof, from the Termination Date to
notice (herein called a "Termination Date") given under paragraph 15         the date of payment.
hereof, Lessor shall be entitled to:
                                                                             d) Lessor shall not be entitled in Newfoundland to exercise its rights
i. enter upon the premises where the Equipment is located and take           under paragraph (a)(iv) hereof if Lessor has exercised its rights
possession of and remove the Equipment whether affixed to real or            under paragraph (a)(i) hereof.
immovable property or not, without liability to Lessee for any damage
to such premises caused by taking of possession and removal of the           DISPOSAL OF EQUIPMENT
Equipment;
                                                                             17. Upon expiration of the lease term, Lessee, at its own risk and
ii. recover from Lessee all arrears of rent, interest on any overdue         expense, at the request of Lessor shall either (i) immediately return
rent payments, and Added Charges and other amounts payable                   the Equipment to Lessor in the same condition as when delivered,
under this Agreement on the Termination Date;                                ordinary wear and tear excepted, at such location as Lessor shall
                                                                             designate; or (ii) dispose of the Equipment at Lessee's expense.
iii. lease or sell the Equipment to any other person;
                                                                             FURTHER ASSURANCES
iv. subject to (d) of this paragraph, recover from Lessee the amount
of the loss and damages, if any, suffered by Lessor as a result of the       18. Lessee will promptly execute and deliver to Lessor such further
termination; and                                                             documentation and take such further action as Lessor may request in
                                                                             order to more effectively carry out the intent and purpose hereof.
v. to the extent permitted by applicable law recover from Lessee all
costs incurred by Lessor in connection with the default and                  WAIVER BY LESSEE
termination of this Agreement, including but not limited to the costs
incurred in putting the Equipment in the condition required by               19.     Lessee, if a corporation, waives the rights, benefits and
paragraph 11 and all legal and other out-of-pocket costs incurred in         protection given by The Seizures Act of Alberta and agrees that the
enforcing the remedies available to Lessor referred to in this               Limitation of Civil Rights Act of Saskatchewan shall not apply to this
paragraph (a).                                                               Agreement or to the rights, powers, or remedies of Lessor under this
                                                                             Agreement. In the event of the amendment, consolidation or revision
b) The amount of the loss and damages for which Lessee shall be              of the Limitation of Civil Rights Act of Saskatchewan, or the
liable under paragraph (a)(iv) hereof as of the Termination Date shall       enactment of successor statutory provisions having a similar effect
be the amount, if any, by which the value of the Equipment to Lessor         by these jurisdictions, Lessee hereby waives and releases any rights,
if this Agreement had not been terminated exceeds the value of the           benefits or protection provided by such amendment, consolidation,
Equipment to Lessor after this Agreement has been terminated. For            revision or successor statutory provisions and agrees that such
the purposes of calculating the amount of such loss and damages:             amendment, consolidation, revision or successor statutory provisions
                                                                             shall not apply to this Agreement or to the rights, powers or remedies
i. "The value of the Equipment to Lessor if this Agreement had not           of Lessor under this Agreement.
been terminated" shall be the aggregate of all rental payments and
other amounts which were to be payable under the Schedule(s) up to           ENVIRONMENTAL
the date following the Termination Date on which the term of the
lease of the Equipment covered by the Schedule(s) expires (herein            20. Lessee will observe and conform to all laws and requirements of
called the "Expiry Date"), plus the estimated fair market value of the       any Federal, Provincial or any other Governmental authority relating
Equipment on the Expiry Date as such amounts are discounted to               to the environment and the operation and use of the equipment.
the Termination Date at a rate of 5% per annum.                              Lessor will be permitted access to Lessee's business premises to
                                                                             monitor and inspect the Equipment and Lessee's business activities
ii. "The value of the Equipment to Lessor after this Agreement has           and to conduct in Lessor's sole discretion, environmental remedial
been terminated" shall be, if the Equipment is leased to any other           actions at Lessee's expense. If Lessor decides or is required to incur
person, the aggregate of all rent payments and other amounts which           expenses in compliance or to verify Lessee's compliance with
are payable under the new lease plus the estimated fair market value         applicable environmental or other regulations, Lessee will indemnify
of the Equipment on the date on which the term of the new lease is to        Lessor in respect of such expenses, which will be charged to Lessee.
expire or, if the Equipment is sold to any other person, the estimated
fair market value of the Equipment on the date of sale, subject in           SERIAL NUMBERS; FILING



March 29,2010                                                            6                                                            Scotiabank
21.    Lessee authorizes Lessor to insert serial numbers of the
Equipment into the relevant Schedule subsequent to its execution,               SUCCESSORS AND ASSIGNS
and Lessee nominates Lessor as Lessee's attorney to execute any
documents, statements, financial or otherwise, or affidavits                    28. This Agreement shall be binding upon and enure to the benefit
necessary for any registration or filing pursuant to any municipal,             of the successors and assigns of Lessor, and the heirs, personal
provincial or federal laws, orders or regulations as may be deemed              representatives, successors and permitted assigns of Lessee.
advisable by Lessor and to the extent such acts are allowed by law.
                                                                                GOVERNING LAW
NO CANCELLATION
                                                                                29. This Agreement shall be governed in all respects by the laws of
22. This Agreement may not be cancelled in whole or in part except              the province or territory where the address of the Lessee is located
as may be provided for herein. Despite the foregoing Lessor may in              as first set out in the Schedule.
its sole discretion allow Lessee to prepay all or part of the obligations
owing under this Agreement on terms satisfactory to Lessor.                     WAIVER OF FINANCING STATEMENT

LESSEE'S OBLIGATIONS UNCONDITIONAL                                              30. Lessee expressly waives the right to receive a copy of any
                                                                                financing statement or financing change statement which may be
23. Lessee hereby agrees that Lessee's obligations to pay all rent              registered by Lessor in connection with this Agreement or any
and any other amounts owing hereunder shall be absolute and                     verification statement issued with respect thereto where such waiver
unconditional under all circumstances. Lessee agrees to pay all rent            is not otherwise prohibited by law.
and such other amounts notwithstanding the loss, theft, damage to or
destruction of the Equipment and any claim in the nature of set-off or          FACSIMILE SIGNATURES
compensation which may be made by Lessee.
                                                                                31.     This Agreement including the Schedule, and any other
LESSOR'S ASSIGNMENT                                                             document or schedule required for the lease agreement may be
                                                                                signed by facsimile and in any number of counterparts with the same
24. Lessor may assign its interest and rights in the Equipment and              effect as if all signatures are original and all parties had signed at the
in this Agreement to any other person. Lessee accepts any such                  same time.
assignment without regard to any set off, compensation,
counterclaim or equities between Lessee and Lessor.                             ACKNOWLEDGEMENT

FINANCIAL AND CREDIT INFORMATION                                                32. In the Schedule, Lessee will confirm acceptance of the
                                                                                Equipment and delivery and installation of the Equipment under the
25.     Lessee shall furnish to Lessor upon request accountant                  terms of this Agreement between the Lessee and the Lessor relating
prepared balance sheet and statements of profit and loss and each               to the Equipment and agrees to lease said Equipment subject to the
category of surplus for each fiscal year within 120 days of the end of          terms and conditions of this Agreement. By signing the Schedule the
the fiscal year and such other financial information and statements as          Lessee certifies acceptance and delivery and installation of the
Lessor may from time to time require. Lessee hereby consents to                 Equipment and authorizes payment by The Bank of Nova Scotia to
Lessor conducting a personal investigation or credit check on                   the equipment supplier.
Lessee.
                                                                                MISCELLANEOUS
NOTICES AND DEMANDS
                                                                                33. Time is of the essence with respect to this Agreement and no
26. Any notices and demands required to be given herein shall be                waiver by Lessor of any default shall constitute a waiver of any other
given to the parties in writing and by first class registered mail,             default by Lessee or waiver of Lessor's rights. Lessor may allocate
postage prepaid, or by facsimile transmission or delivered by hand at           and apply any payment received to any obligation due hereunder in
the address set forth in the Schedule, or to such other address as the          such manner as it from time to time sees fit. This Agreement may
parties may hereafter substitute by written notice given in the manner          not be amended except in writing. Any provision of this Agreement
prescribed in this paragraph. Such notice shall be deemed to have               which is unenforceable in any jurisdiction shall, as to such
been given three days after deposit in the Canadian mails or upon               jurisdiction, be ineffective to the extent of such prohibition or
such delivery by hand, or the date of facsimile transmission as the             unenforceability without invalidating the remaining provisions hereof
case may be.                                                                    and any such prohibition or unenforceability in any jurisdiction shall
                                                                                not invalidate or render unenforceable such provision in any other
SUBSTITUTION OR UPGRADE                                                         jurisdiction. No agreements or understandings shall be binding on
                                                                                Lessor and Lessee unless included in this Agreement. The term
27. Substitutions or upgrades are not permitted unless expressly                "Lessee" as used herein shall mean all lessees who sign hereunder,
agreed between Lessee and Lessor from time to time.                             each of whom shall be jointly and severally bound hereby.




March 29,2010                                                               7                                                               Scotiabank
Progress Payment Facilities Agreement
                                                                             Once the equipment has been delivered and installed the Customer
For good consideration, the Bank and the Customer hereby agree to            and the Bank will execute the lease or Viterra Financial Master
the following terms and conditions:                                          Lease Schedule by the end of the month in which the equipment has
                                                                             been delivered, or if delivered in the last week of a month by the end
1. The Bank has agreed to establish a lease facility for the                 of the next following month.
Customer. The lease facility will permit the acquisition of equipment
for the project and of the class and kind described in the Progress          5. If the lease or Viterra Financial Master Lease Schedule is not
Payment Facilities Schedule (herein called the “Schedule” or                 executed for equipment invoiced to, or a purchase order issued by,
“Schedules”), which will be the subject of a lease or leases, to a           the Bank, then this Agreement governs as to the payment
maximum purchase price, including installation and other charges,            obligations, termination and indemnity provided by the Customer to
net of all relevant taxes, in the maximum dollar amount set out in the       the Bank and paragraph 12 is applicable.
Schedule.
                                                                             The Customer shall indemnify, and reimburse the Bank for all
2. The Customer will select the equipment which will be leased by            amounts paid and all costs and liabilities (including interim charges)
the Bank to the Customer. The Customer will be responsible for all           incurred as a result of the purchase of the equipment by the Bank
transportation and installation of the equipment on the premises of          and the Customer's failure to accept and lease the equipment from
the Customer. Delivery and installation of the equipment will be             the Bank as contemplated herein, including specifically payment in
arranged by the Customer. The lease facility will be available for           an amount equal to the amount advanced by the Bank, at the time of
payment to the equipment suppliers or to the Customer only until the         request, together with payment to compensate the Bank for the
date set forth in the Schedule, or such later date mutually agreed           administration time and cost in entering into this agreement, and
upon by the Bank and the Customer.                                           acquiring the equipment in an amount equivalent to the implied lease
                                                                             factor rate which would have determined the lease rental times the
3. The Bank and the Customer will enter into a lease or master               amount paid by the Bank for the equipment for a three (3) month
equipment lease in respect of the equipment and on the terms of the          period.
lease commitment issued by the Bank. When the Bank has
determined the total selling price for the equipment to be leased the        6. Customer is responsible for making any payment to the Bank
Bank shall determine the monthly lease payments. The purchase                required by this Agreement or the lease, whether or not the
price for the equipment is paid by the Bank to the equipment                 equipment is properly installed and regardless of the condition of the
suppliers or to the Customer in reliance on the Customer's                   equipment.
agreement to execute the lease documentation in form and content
satisfactory to the Bank.                                                    7. Upon signing of a lease or lease schedule the lease agreement
                                                                             shall govern as to the matters set out therein, in continuation to this
4. The Customer will notify the Bank when it has identified                  Agreement, the relationship between the Customer and the Bank as
equipment to be acquired by the Bank for the purpose of leasing to           to the equipment.
the Customer. The Customer is identifying and arranging to acquire
the equipment for the Bank. On the notification by the Customer to           8. From the date of any payment by the Bank to the supplier
the Bank, the Bank is authorized, subject to the terms and conditions        pursuant to invoice or purchase order for the equipment, until the
of this Agreement, to receive invoices and/or issue purchase orders          date the equipment is added to a lease or a lease schedule, the
in the name of the Bank for the equipment. The Bank will make                Customer must pay to the Bank as interim payments a per diem
payments to the supplier for amounts greater than the minimum                charge for the use of the equipment. The per diem charge (interim
advance amount set forth in the Schedule, lesser amounts are to be           payment) will be calculated on any funds paid to the equipment
paid by the Customer strictly on behalf of the Bank. The Bank will           suppliers or to the Customer prior to the commencement date of the
reimburse the Customer for payments made on behalf of the Bank               relevant lease at a rate set out in the Schedule. Interim payments to
pursuant to this paragraph on presentation of the invoices and               the Bank prior to the commencement date of the lease will be paid
evidence of payment satisfactory to the Bank but no more often than          either: (i) by the capitalization of all interim payments outstanding on
monthly. The Bank will complete payment of the invoices addressed            the lease commencement date and adding the amount so capitalized
to the Bank rendered by the suppliers, to the maximum dollar amount          to the amount paid by the Bank for the equipment to be leased by the
set out in the Viterra Financial Master Lease Schedule.                      Bank to the Customer under the lease; or (ii) the interim payments
                                                                             shall be made monthly on the last day of each month by automatic
The Customer shall have no rights in the equipment until the                 payment. If added to the purchase price this increases the amount
equipment is added to a lease or lease schedule, save the right to           on which the rental payment is based. Interest shall be payable on
use the equipment as licencee, and only provided the interim                 any late payment at a rate per annum equivalent to the Bank's Prime
payments required by paragraph 8 are made as due.                            Lending Rate from time to time plus 5 percent calculated and
                                                                             payable monthly. The interim payment is a licence fee and there shall



March 29,2010                                                            8                                                              Scotiabank
be added to any payment required to be made by the Customer all
applicable taxes, which shall be paid by the Customer to the Bank.

9. Unless agreed by the Bank to be added to the purchase price to
be paid by the Bank and to form part of the lease, the Customer shall
pay all charges for transporting, packing, unpacking, and the erection
or installation of the equipment. All risk with regard to the equipment
will be with the Customer.

10. The Customer shall keep the equipment free of any lien, charge
or encumbrance of any nature whatsoever. The terms of the
Scotiabank Master Lease Agreement as to the obligation of the
Customer to insure the equipment, to maintain and repair the
equipment, to keep the equipment free of liens, charges and
encumbrances, maintain the equipment as personal property,
properly use the equipment and permit the Bank to inspect the
equipment shall be applicable even if a formal lease is not entered
into by those terms being agreed to form part of this Agreement. The
agreement on these matters is not an agreement to lease.

11. The terms of the lease which will be entered into will be those in
the Viterra Financial Lease Application, the Lease Approval Letter,
the Viterra Financial Master Lease Schedule acknowledged by the
Lessee in receipt of the goods specified, and the Viterra Financial
Leasing Services Agreement booklet once completed.

12. If any equipment acquired by the Bank for the Customer has not
become the subject of a lease or lease schedule within one (1)
month after the date set out in the Schedule, then the Customer is
required to acquire from the Bank the equipment and, immediately
upon demand, the Customer must pay to the Bank the aggregate
amount paid by the Bank to the supplier or Customer, as applicable,
together with any interim payments required to be made by the
Customer to the Bank under paragraph 8 of this Agreement to the
date of payment. This agreement to purchase, from the date of
demand, is a promise to pay. Upon payment in full the Bank shall
transfer title of the equipment to the Customer. If it is decided that
equipment is not to be added to a lease or a lease schedule, prior to
payment by the Bank to the supplier, the Bank may require the
Customer to take an assignment of the purchase agreement with the
supplier and to pay the supplier directly. If the equipment is not
added to a lease or a lease schedule, for any reason, and the
Customer maintains an Operating Line of Credit with the Bank, and
payment to acquire the equipment is not made on demand then the
payment made by the Bank to the supplier shall be deemed to be an
advance on the Operating Line of the Customer. The relationship of
the Bank shall thereafter be governed by the terms of the Operating
Credit agreements, and the relationship shall be that of borrower and
lender. The payments required to be made shall be amended from
the interim payment specified in this Agreement, to the terms for
repayment applicable to the Operating Credit facility, effective on the
date the Bank notifies the Customer that the equipment will not be
added to a lease or lease schedule.

Pre-Authorized Payment Agreement

You, the undersigned, hereby authorize and direct Scotiabank (“us”            regarding this equipment financing obligation. You acknowledge that
or “we”) to debit your account for payment of the amounts due as              providing and delivering this Agreement to us constitutes delivery by
stated in the Lease made between you and Scotiabank, as amended               you to your financial institution. You hereby waive your right to
from time to time, or any revised payment amount due from you                 receive prior notification of the withdrawals made by us in

March 29,2010                                                             9                                                           Scotiabank
accordance with this Agreement. You agree that the account(s) we
are authorized to draw upon are indicated on the VOID cheque
provided with your Customer Acceptance of the Lease Approval
Letter or with your Viterra Financial Master Lease Schedule. You
agree that your financial institution is not required to verify that we
have been authorized to withdraw funds from your account, or the
amounts of such withdrawals. You agree that revocation of this
authorization does not terminate your obligations under the Lease.
You agree to notify us, in writing, of any changes to the account
information at least thirty days prior to the next payment date. You
agree that your financial institution will treat each debit as if you had
personally issued a written direction authorizing us to debit the
amount(s) specified to your account and need not verify that
payments are drawn in accordance with this authorization. You
acknowledge that any debits charged to your account will be
reimbursed if (a) this authorization has been terminated, or (b) the
debit was not drawn in accordance with this Agreement, by giving
notice in writing to your branch of account within ten (10) days of the
debit to your account. You warrant that all persons whose signatures
are required to sign on this account have signed this authorization.




March 29,2010                                                               10   Scotiabank

				
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