Common use of PPS Law Clause in Contracts

PPS Law. 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. 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 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: (a) ensuring that any security interest the other Party has under the Bunge Warehouse Agreement is enforceable, perfected and otherwise effective; (b) enabling the other Party to apply for any registration, complete any financing statement or give any notification, in connection with the security interest so that the other Party has the priority it requires; or (c) enabling the other Party to exercise rights in connection with its security interest and/or lien under the Bunge Warehouse Agreement. 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. 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. 6. The parties agree that they must not disclose any information of the kind referred to in section 275(1) of the PPSA. 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. 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. 1. (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. 2. (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. 3. (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: (ai) ensuring that any security interest the other Party has under the Bunge Warehouse Agreement is enforceable, perfected and otherwise effective; (bii) 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 priority it requires; orthe (ciii) enabling the other Party to exercise rights in connection with its security interest and/or lien under the Bunge Warehouse Agreement. 4. (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. 5. (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. 6. (f) The parties agree that they must not disclose any information of the kind referred to in section 275(1) of the PPSA. 7. (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. 8. (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. 1. Bunge acknowledges and agrees 6.1 This clause applies to the extent that the Warehouser has this Contract provides for a purchase money ‘security interest (PMSI) over the Warehouser’s Grain and any proceeds of sale thereof interest’ for the purposes of the PPSA Personal Property Securities Act 2009 (Cth) (“PPS Law”). References to PPS Law in this agreement include references to amended, replacement and that successor provisions or legislation. 6.2 If Chase’n Hire does not have at Commencement a PPS Law registration ensuring a perfected first priority security interest in the Warehouser Equipment, the Hire Period, (including any extension of the Hire Period or the Warehouser's agent aggregate of consecutive Hire Periods during which the Customer has substantially uninterrupted possession) may not despite anything else in this document or any Hire Schedule be longer than: (a) 90 days in the case of Equipment which may or must be described by serial number in a PPS Law registration; or (b) a year in any other case. 6.3 Chase’n Hire may register the PMSI on the Personal Property Security Register. 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 3its security interest. The Parties agree, at their cost in all things, to Customer 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 ▇▇▇▇▇’▇ Hire requires for the purposes of: (a) ensuring that any ▇▇▇▇▇’▇ Hire security interest the other Party has under the Bunge Warehouse Agreement is enforceable, perfected and otherwise effectiveeffective under the PPS Law; (b) enabling the ▇▇▇▇▇’▇ Hire to gain first priority (or any other Party priority agreed to apply by Chase’n Hire in writing) for any registration, complete any financing statement or give any notification, in connection with the its security interest so that the other Party has the priority it requiresinterest; orand (c) enabling the other Party ▇▇▇▇▇’▇ Hire to exercise rights in connection with its the security interest. 6.4 The rights of ▇▇▇▇▇’▇ Hire under this document are in addition to and not in substitution for Chase’n Hire rights under other law (including the PPS Law) and Chase’n Hire may choose whether to exercise rights under this document, and/or under such other law, as it sees fit. To avoid any doubt about it ▇▇▇▇▇’▇ Hire security interest and/or lien under the Bunge Warehouse Agreementwill attach to proceeds. 4. The Parties agree 6.5 To the extent that Chapter 4 of PPSA applies to pay or reimburse any security interest under this agreement, the reasonable costs following provisions of the other Party PPS Law do not apply and, for the purposes of section 115 of the PPS Law are “contracted out” of this agreement in connection respect of all goods to which that section can be applied: section 95 (notice of removal of accession to the extent it requires Chase’n Hire to give a notice to the Customer); section 96 (retention of accession); section121(4) (notice to grantor); section125 (obligations to dispose of or retain collateral); section 130 (notice of disposal to the extent it requires Chase’n Hire to give a notice to the Customer); section 129(2) and 129(3); section 132(3)(d) (contents of statement of account after disposal); section 132(4) (statement of account if no disposal); section 135 (notice of retention); section 142 (redemption of collateral); and section 143 (re- instatement of security agreement). 6.6 The following provisions of the PPS Law: section 123 (seizing collateral); section 126 (apparent possession); section 128 (secured party may dispose of collateral); section 129 (disposal by purchase); and section 134(1) (retention of collateral) confer rights on Chase’n Hire. Customer agrees that in addition to those rights, ▇▇▇▇▇’▇ Hire shall, if there is default by Customer, have the right to seize, purchase, take possession or apparent possession, retain, deal with anything done in connection with the enforcement or dispose of any such security interest goods, not only under those sections but also, as additional and independent rights, under this document and the Customer agrees that ▇▇▇▇▇’▇ Hire may do so in any manner it sees fit including (in respect of dealing and disposal) by private or public sale, lease or licence. 6.7 The Customer waives its rights to receive a verification statement in relation to registration events in respect of any lien over Grain commercial property under section 157 of the WarehouserPPS Law. 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 6.8 Chase’n Hire and the requirement Customer agree not to give it cannot be excluded. 6. The parties agree that they must not disclose any information of the kind referred to in that can be requested under section 275(1) of the PPSAPPS Law. The Customer must do everything necessary on its part to ensure that section 275(6)(a) of the PPS Law continues to apply. The agreement in this sub-clause is made solely for the purpose of allowing to Chase’n Hire the benefit of section 275 (6)(a) and Chase’n Hire shall not be liable to pay damages or any other compensation or be subject to injunction in respect of any actual or threatened breach of this sub- clause. 76.9 Customer must not dispose or purport to dispose of, or create or purport to create or permit to be created any ‘security interest’ (as defined in PPS Law) in the Equipment other than with the express written consent of Chase’n Hire. 6.10 Customer must not lease, hire, bail or give possession (‘sub-hire’) of the Equipment to anyone else unless Chase’n Hire (in its absolute discretion) first consents in writing. If there is any inconsistency between Any such sub-hire must be in writing in a form acceptable to Chase’n Hire and must be expressed to be subject to the Warehouser's and Bunge’s rights of ▇▇▇▇▇’▇ Hire under this section and agreement. Customer may not vary a sub-hire without the prior written consent of Chase’n Hire (which may be withheld in its rights under Chapter 4 absolute discretion). 6.11 Customer must ensure that Chase’n Hire is provided at all times with up-to- date information about the sub-hire including the identity of the PPSAsub-hirer, this section prevailsthe terms of and state of accounts and payment under the sub-hire and the location and condition of the Equipment. 8. The parties acknowledge 6.12 Customer must take all steps including registration under PPS Law as may be required to:(a) ensure that any security interest arising under or in respect of the sub-hire is enforceable, perfected 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 effective under the PPSAPPS Law;(b) enabling the Customer to gain (subject always to the rights of Chase’n Hire) first priority (or any other priority agreed to by ▇▇▇▇▇’▇ Hire in writing) for the security interest; and(c) enabling Chase’n Hire and the Customer to exercise their respective rights in connection with the security interest. 6.13 To assure performance of its obligations under this agreement, the Customer hereby gives ▇▇▇▇▇’▇ Hire an irrevocable power of attorney to do anything Chase’n Hire considers the Customer should do under this agreement. ▇▇▇▇▇’▇ Hire may recover from Customer the cost of doing anything under this clause, including registration fees

PPS Law. 1. Bunge acknowledges and agrees that the Warehouser has (a) 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 Equipment to become an accession (as defined in the PPS Law) or affixed to any land or premises. (b) We may register any actual impending or likely Security Interest over the PMSI on the Personal Property Security Register. 2. On delivery of Grain to Bunge, 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 3any registration, even if it is determined that we should not have made a registration. The Parties agree, at their cost in all things, to 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 of: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. (ah) ensuring 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) 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; (bii) 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, exercise our respective rights in connection with the security interest so that the other Party has the priority it requires; orSecurity Interest. (ck) enabling the other Party to exercise rights in connection with its security interest and/or lien under the Bunge Warehouse Agreement. 4. 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. 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. 6. The parties agree that they must not disclose any information of the kind referred to in section 275(1) of the PPSA. 7. 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. 8. The parties acknowledge and agree that unless otherwise defined our directors) 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. 1. Bunge acknowledges and agrees 6.1 This clause applies to the extent that the Warehouser has this Contract provides for a purchase money ‘security interest (PMSI) over the Warehouser’s Grain and any proceeds of sale thereof interest’ for the purposes of the PPSA Personal Property Securities Act 2009 (Cth) (“PPS Law”). References to PPS Law in this agreement include references to amended, replacement and that successor provisions or legislation. 6.2 If Chase’n Hire does not have at Commencement a PPS Law registration ensuring a perfected first priority security interest in the Warehouser Equipment, the Hire Period, (including any extension of the Hire Period or the Warehouser's agent aggregate of consecutive Hire Periods during which the Customer has substantially uninterrupted possession) may not despite anything else in this document or any Hire Schedule be longer than: (a) 90 days in the case of Equipment which may or must be described by serial number in a PPS Law registration; or (b) a year in any other case. 6.3 Chase’n Hire may register the PMSI on the Personal Property Security Register. 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 3its security interest. The Parties agree, at their cost in all things, to Customer 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 ▇▇▇▇▇’▇ Hire requires for the purposes of: (a) ensuring that any Chase’n Hire security interest the other Party has under the Bunge Warehouse Agreement is enforceable, perfected and otherwise effectiveeffective under the PPS Law; (b) enabling the Chase’n Hire to gain first priority (or any other Party priority agreed to apply by ▇▇▇▇▇’▇ Hire in writing) for any registration, complete any financing statement or give any notification, in connection with the its security interest so that the other Party has the priority it requiresinterest; orand (c) enabling the other Party ▇▇▇▇▇’▇ Hire to exercise rights in connection with its the security interest. 6.4 The rights of ▇▇▇▇▇’▇ Hire under this document are in addition to and not in substitution for Chase’n Hire rights under other law (including the PPS Law) and Chase’n Hire may choose whether to exercise rights under this document, and/or under such other law, as it sees fit. To avoid any doubt about it ▇▇▇▇▇’▇ Hire security interest and/or lien under the Bunge Warehouse Agreementwill attach to proceeds. 4. The Parties agree 6.5 To the extent that Chapter 4 of PPSA applies to pay or reimburse any security interest under this agreement, the reasonable costs following provisions of the other Party PPS Law do not apply and, for the purposes of section 115 of the PPS Law are “contracted out” of this agreement in connection respect of all goods to which that section can be applied: section 95 (notice of removal of accession to the extent it requires Chase’n Hire to give a notice to the Customer); section 96 (retention of accession); section121(4) (notice to grantor); section125 (obligations to dispose of or retain collateral); section 130 (notice of disposal to the extent it requires Chase’n Hire to give a notice to the Customer); section 129(2) and 129(3); section 132(3)(d) (contents of statement of account after disposal); section 132(4) (statement of account if no disposal); section 135 (notice of retention); section 142 (redemption of collateral); and section 143 (re- instatement of security agreement). 6.6 The following provisions of the PPS Law: section 123 (seizing collateral); section 126 (apparent possession); section 128 (secured party may dispose of collateral); section 129 (disposal by purchase); and section 134(1) (retention of collateral) confer rights on Chase’n Hire. Customer agrees that in addition to those rights, ▇▇▇▇▇’▇ Hire shall, if there is default by Customer, have the right to seize, purchase, take possession or apparent possession, retain, deal with anything done in connection with the enforcement or dispose of any such security interest goods, not only under those sections but also, as additional and independent rights, under this document and the Customer agrees that ▇▇▇▇▇’▇ Hire may do so in any manner it sees fit including (in respect of dealing and disposal) by private or public sale, lease or licence. 6.7 The Customer waives its rights to receive a verification statement in relation to registration events in respect of any lien over Grain commercial property under section 157 of the WarehouserPPS Law. 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 6.8 Chase’n Hire and the requirement Customer agree not to give it cannot be excluded. 6. The parties agree that they must not disclose any information of the kind referred to in that can be requested under section 275(1) of the PPSAPPS Law. The Customer must do everything necessary on its part to ensure that section 275(6)(a) of the PPS Law continues to apply. The agreement in this sub-clause is made solely for the purpose of allowing to Chase’n Hire the benefit of section 275 (6)(a) and Chase’n Hire shall not be liable to pay damages or any other compensation or be subject to injunction in respect of any actual or threatened breach of this sub- clause. 76.9 Customer must not dispose or purport to dispose of, or create or purport to create or permit to be created any ‘security interest’ (as defined in PPS Law) in the Equipment other than with the express written consent of Chase’n Hire. 6.10 Customer must not lease, hire, bail or give possession (‘sub-hire’) of the Equipment to anyone else unless Chase’n Hire (in its absolute discretion) first consents in writing. If there is any inconsistency between Any such sub-hire must be in writing in a form acceptable to Chase’n Hire and must be expressed to be subject to the Warehouser's and Bunge’s rights of ▇▇▇▇▇’▇ Hire under this section and agreement. Customer may not vary a sub-hire without the prior written consent of Chase’n Hire (which may be withheld in its rights under Chapter 4 absolute discretion). 6.11 Customer must ensure that Chase’n Hire is provided at all times with up-to- date information about the sub-hire including the identity of the PPSAsub-hirer, this section prevailsthe terms of and state of accounts and payment under the sub-hire and the location and condition of the Equipment. 8. The parties acknowledge 6.12 Customer must take all steps including registration under PPS Law as may be required to:(a) ensure that any security interest arising under or in respect of the sub-hire is enforceable, perfected 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 effective under the PPSAPPS Law;(b) enabling the Customer to gain (subject always to the rights of Chase’n Hire) first priority (or any other priority agreed to by ▇▇▇▇▇’▇ Hire in writing) for the security interest; and(c) enabling Chase’n Hire and the Customer to exercise their respective rights in connection with the security interest. 6.13 To assure performance of its obligations under this agreement, the Customer hereby gives ▇▇▇▇▇’▇ Hire an irrevocable power of attorney to do anything Chase’n Hire considers the Customer should do under this agreement. ▇▇▇▇▇’▇ Hire may recover from Customer the cost of doing anything under this clause, including registration fees

PPS Law. 1. Bunge acknowledges and agrees that the Warehouser has (a) 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 Equipment to become an accession (as defined in the PPS Law) or affixed to any land or premises. (b) We may register any actual impending or likely Security Interest over the PMSI on the Personal Property Security Register. 2. On delivery of Grain to Bunge, 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 3any registration, even if it is determined that we should not have made a registration. The Parties agree, at their cost in all things, to 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 of: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. (ah) ensuring 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) 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; (bii) 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, exercise our respective rights in connection with the security interest so that the other Party has the priority it requires; orSecurity Interest. (ck) enabling the other Party to exercise rights in connection with its security interest and/or lien under the Bunge Warehouse Agreement. 4. 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. 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. 6. The parties agree that they must not disclose any information of the kind referred to in section 275(1) of the PPSA. 7. 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. 8. The parties acknowledge and agree that unless otherwise defined our directors) 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. 1. (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. 2. (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. 3. (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: (ai) ensuring that any security interest the other Party has under the Bunge Warehouse Agreement is enforceable, perfected and otherwise effective; (bii) enabling the other Party to apply for any registration, complete any financing statement or give any notification, in connection with the security interest so that the other Party has the priority it requires; or (ciii) enabling the other Party to exercise rights in connection with its security interest and/or lien under the Bunge Warehouse Agreement. 4. (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. 5. (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. 6. (f) The parties agree that they must not disclose any information of the kind referred to in section 275(1) of the PPSA. 7. (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. 8. (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.