B. The Principal Cardholder has requested that such payment cards be issued to it for the purchase of motor vehicle items; and

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1 REPUBLIC OF TRINIDAD AND TOBAGO THIS AGREEMENT is made the day of 200, BETWEEN SCOTIABANK TRINIDAD AND TOBAGO LIMITED, a company duly incorporated under the Companies Ordinance Ch. 31 No. 1 of the laws of the Republic of Trinidad and Tobago, and continued under the Companies Act, Chap. 81:01 and having its registered office at Nos Richmond Street, Port of Spain, Trinidad (hereinafter referred to as the Bank ) of the One Part and (hereinafter referred to as "the Principal Cardholder"), a company also incorporated under the laws of the Republic of Trinidad and Tobago of the Other Part. WHEREAS: A. The Bank issues payment cards from time to time to customers for the purchase of motor vehicle items (as that term is defined herein); B. The Principal Cardholder has requested that such payment cards be issued to it for the purchase of motor vehicle items; and C. The Bank has agreed to the issue of such payment cards pursuant to the terms and conditions herein contained hereinafter set out. NOW IT IS HEREBY AGREED as follows: DEFINITIONS 1. In this Agreement: "Act" means the Electronic Transfer of Funds Crime Act, 2000 "Card Account" means an account maintained by the Bank in relation to each Principal Cardholder; "Cardholder" means any person authorized by the Principal Cardholder to use a Fleet Card; "Card Transaction" means any transaction involving the use of a Fleet Card whereby Motor Vehicle Items are provided; "Credit Limit" means the maximum line of credit authorized for the Principal Cardholder as determined by the Bank from time to time;

2 "Designated Motor Vehicle" means the specific motor vehicle or any other piece of equipment for which a Fleet Card is issued; "Fleet Card" means the payment card(s) issued by the Bank from time to time pursuant to this Agreement, and any reference to "Card is a reference to a Fleet Card; "Motor Vehicle Items" include fuel, lubricants, batteries, tyres, motor vehicle parts and accessories supplied for use in or on the Designated Motor Vehicle, rentals paid in respect of a Designated Motor Vehicle and repairs to and maintenance of a Designated Motor Vehicle; "Supplier(s)" means motor vehicle service station operators and other vendors of fuel, lubricants, spare parts and accessories used in connection with motor vehicles, approved and identified to the Principal Cardholder by the Bank in order to enable full availability of Motor Vehicle Items to the Principal Cardholder anywhere in Trinidad and Tobago; "Transaction Limit" means the maximum permitted monetary amount of any Card Transaction as determined and prescribed by the Principal Cardholder and notified to the Bank. USE OF CARDS 2. (i) A Fleet Card may be used only to purchase Motor Vehicle Items in respect of the Designated Motor Vehicle. The Designated Motor Vehicle shall be presented by the Cardholder to the Supplier of such Motor Vehicle Items at the time of the sale (but the failure to do so shall not affect or prejudice in any way the Principal Cardholder's obligations in respect of any Card Transaction). The Fleet Card may only be used: (a) (b) (c) (d) within the Credit Limit; within the Transaction Limit; subject to the right of the Bank in its absolute discretion and without prior notice at any time to withdraw the right to use the Card or to refuse any request for authorization of any particular Card Transaction and to publish any such withdrawal or refusal; and within Trinidad and Tobago.

3 (iii) The fact that a Card Transaction results in the Credit Limit being exceeded (or being further exceeded) shall not affect or prejudice in any way the Principal Cardholder's obligations in respect of such Card Transaction. TRANSACTION LIMIT 3. The Transaction Limit shall initially be the amount specified in the Schedule hereto or such other limit as may be set by the Principal Cardholder and advised to the Bank in from time to time. The Transaction Limit may be exceeded only where authorization is given by the Principal Cardholder to the Bank in writing (including facsimile transmissions or electronic mail messages) or if given orally, confirmed to the Bank in writing within three (3) days of such oral authorization. THE CARD ACCOUNT 4. The Bank shall debit the Card Account with the following:- (i) (iii) (iv) (v) the amount of all Card Transactions; any other fees and charges (including any fees and charges for services rendered by the parties referred to in Clause 15 herein)in connection with the Fleet Card or the Card Account; any interest charged by the Bank on debit balances on the Card Account under clause 6 below; subject to section 19 of the Act, any other loss or expense arising from the use of any Card; and any other liabilities of the Principal Cardholder under this Agreement. The debiting of the Card Account (other than debits in respect of the Bank's interest charges) evidences the advance by way of loan from the Bank to the Principal Cardholder of the amount so debited, and the amount of each such debit shall be repayable by the Principal Cardholder with interest in accordance with this Agreement. The Principal Cardholder is liable to pay to the Bank all amounts so debited, whether or not a sale voucher or other acknowledgment is signed by a Cardholder, unless the Principal Cardholder is able to prove affirmatively that no Card Transaction occurred which corresponds to the particular debit contested. 5. (i) The Bank shall send a periodic statement to the Principal Cardholder showing all amounts debited to the Card Account from the date of the last periodic statement or from the date of this Agreement as the case may be.

4 The Principal Cardholder shall pay to the Bank in full the debit balance on each Card Account by the due date as stipulated by the Bank from time to time. The Principal Cardholder shall also pay immediately to the Bank any outstanding excess over the Credit Limit, any interest payable on debit balances on the Card Account, all arrears in respect of unpaid debit balances from prior billing periods, and the full amount of any Card Transactions effected in breach of this Agreement. Subject to any limitation imposed by statute, all amounts debited to a Card Account and all amounts transacted with the Card but not yet debited to a Card Account and all other amounts due under this Agreement shall become immediately payable in full by the Principal Cardholder where: (a) (b) (c) (d) an application is made to the Court for a bankruptcy order in respect of the Principal Cardholder; the Principal Cardholder is or otherwise becomes bankrupt; a resolution is passed or a petition is presented for the Principal Cardholder to be wound up, or a receiver is appointed over all or any of its assets; or the Principal Cardholder breaches any provision of this Agreement. (iii) (iv) Any payment to the Bank received before closing hours on a banking day shall take effect on the day received. Any payment received by the Bank after closing hours on a banking day or on a day when banks are not open for business in Trinidad and Tobago, shall take effect on the next ensuing banking day. If the Principal Cardholder does not receive a statement in respect of the Card Account, the Principal Cardholder's liability for interest under clause 6 hereof shall continue and shall not in any way be prejudiced or affected. 6. (i) All sums due from the Principal Cardholder which are not paid on the due date shall bear interest from day to day at a rate to be determined by the Bank (both before and after any judgment). The Bank may from time to time vary the applicable rate of interest charged on items under Clause 4(i),, (iv) and (v) above. Any change in the Bank's applicable rate of interest will take effect fourteen (14) days after the Bank gives written notice thereof to the Principal Cardholder. Interest charged on debit balances on the Card Account shall be compounded at monthly rates. Such interest is charged by the Bank as lender and shall be paid by the Principal Cardholder as borrower to the Bank.

5 (iv) The Principal Cardholder shall be liable to the Bank for any loss or costs (including without limitation all consequential financial loss and interest expenses) which the Bank may incur as a result of any breach of this Agreement by a Cardholder. The Bank may from time to time vary any fees or charges (other than interest charges) imposed pursuant to this Agreement, and may impose such other fees and charges as it may consider necessary from time to time. Any such variation or imposition shall take effect thirty (30) days after the Bank gives the Principal Cardholder written notice thereof in accordance with this Agreement. 7. The Principal Cardholder authorises the Bank/its agent to access its Card Account through the Bank's ScotiaConnect and ScotiaDirect services. This authorisation will enable the Bank/its agent to obtain information on the Card Account balances and Card Transactions as well as debit the Card Account with Card Transactions, and any fees or charges payable by the Principal Cardholder in connection with the use of the Fleet Card. WITHDRAWAL OF USE OF CARD 8. (i) Without prejudice to the Principal Cardholder's obligations under this Agreement, the Bank may at any time, cancel or suspend the right to use any Card, whether entirely or in respect of specific facilities, or may refuse to re-issue, renew or replace any Card. The Cards shall be and remain the property of the Bank at all times. On the Bank's request, all or any Cards issued for use on the Card Accounts shall be returned immediately to the Bank or to any other person as the Bank may direct. TERMINATION 9. (i) The Principal Cardholder may terminate this Agreement by giving thirty (30) days written notice to the Bank. (iii) The Bank may terminate this Agreement by giving thirty (30) days written notice to the Principal Cardholder. Where this Agreement is terminated in accordance with clause (i) and hereof the Principal Cardholder shall:

6 (a) (b) immediately return to the Bank all Cards issued for use on the Card Accounts (except any lost or stolen Cards) for cancellation; and immediately effect payment in full of all outstanding amounts under this Agreement. (iv) (v) The Principal Cardholder may cancel any Card issued to it under this Agreement by written notice to the Bank and the Card being cut in half and returned to the Bank. Until receipt by the Bank of the notice and return of the Card the Principal Cardholder shall, subject to the Act, remain liable in respect of any use of the Card. The termination of this Agreement shall not affect or prejudice the validity and enforceability (both before and after termination) of any accrued rights or obligations arising under this Agreement. All such rights and obligations surviving the termination of this Agreement, and continuing in full force and effect thereafter, and the obligation of the Principal Cardholder to repay all debit balances on the Card Accounts arising from time to time shall survive any termination of this Agreement. The provisions as to burden of proof and the other presumptions more particularly described herein shall survive the termination of this Agreement. SAFEGUARDING THE CARD 10. (i) The Principal Cardholder shall exercise all possible care to ensure the safety of all Cards received from the Bank under this Agreement; (iii) Subject to the provisions of Section 19 of the Act and sub-clause (iii) below, the Principal Cardholder shall be liable for and shall indemnify the Bank against any and all loss arising from the use of a Card. In any case where a loss arises to the Bank from the use of a Card by any person not acting or to be treated as acting as the Principal Cardholder's agent:- (a) (b) sub-clause above shall take effect if the loss arose from the Principal Cardholder acting in collusion with another person; the Principal Cardholder shall be liable to any extent for loss to the Bank from use of the Card by a person who acquired possession of it with the Principal Cardholder's consent;

7 (c) (d) (e) (f) in any other case where the loss arises from the use of a Card by another person during a period beginning when the Card ceases to be in the possession of any authorized person and ending when the card is once more in the possession of an authorized person, the Principal Cardholder shall be liable to the Bank to the extent of $ only in respect of each such loss; sub-paragraphs (b) and (c) above shall not apply to any use of the Card after the Bank has been given notice within two (2) days of discovering that the Card is lost, stolen or is for any other reason liable to misuse Provided that a notice given orally shall be treated as not taking effect if it is not confirmed in writing within fourteen (14) clear days; any sum paid by the Principal Cardholder for the issue of the Card to the extent, if any, that it has not been previously offset by use made of the Card, shall be treated as paid towards satisfaction of any liability under sub-paragraphs (b) or (c) above; the words "authorized person" in sub-paragraph (c) above shall refer to the Principal Cardholder, the Bank or any person authorized by the Principal Cardholder to use the Card. (iv) The Principal Cardholder shall ensure that every Cardholder gives the Bank all the information and documents in the Cardholder's knowledge and/or possession as to the circumstances of any loss, theft or liability to misuse. In the event of any loss, theft or possibility of misuse being suspected the Bank is authorized to provide the police with any relevant information they may require. If a Card is reported as lost, stolen or as being liable to any misuse, the Principal Cardholder shall use its endeavours to ensure that such Card is not subsequently used and following any misuse the Card must be cut in half and returned immediately to the Bank. REFUNDS AND CARDHOLDER'S CLAIM 11. (i) The Bank shall not be obliged to accept or respond to stop-payment instructions or other instructions from a Cardholder countermanding payment or a request for a refund in respect of any Card Transaction or any voucher unless and until a refund voucher or refund verification is received from the supplier of the Motor Vehicle Items. No claim by the Principal Cardholder or any other Cardholder against a third party may be the subject of any defense, right of set off, counterclaim

8 against the Bank in relation to the obligations owed by the Principal Cardholder under this Agreement. 12. The Bank shall not be liable in any way if a Card is not honored by a third party VARIATION OF THIS AGREEMENT 13. The Bank may from time to time by written notice vary this Agreement (whether or not any or any similar variation is made to the agreements with any other cardholders), and each variation shall take effect and become binding on the Principal Cardholder forty-five (45) days after the Bank gives the Principal Cardholder notice of such variation. THE BANK'S RIGHT OF INDEMNITY 14. The Principal Cardholder hereby agrees, in addition to and without prejudice to any other liability of the Principal Cardholder to the Bank under this Agreement, to indemnify the Bank in full and on demand in respect of all moneys debited to the Card Accounts and applied in payment to suppliers in respect of Card Transactions involving the use of a Card. The Principal Cardholder shall pay interest on the amount of its liability to the Bank under this indemnity at the rate determined in accordance with Clause 6 hereof or such other rate as the Bank may from time to time charge thereon. This indemnity shall subsist and continue to bind the Principal Cardholder notwithstanding the termination of this Agreement. GENERAL 15. It is hereby acknowledged and agreed that: (i) one (1) or more third parties may be engaged by the Bank for the provision of services relating to this Agreement; and the charges of such third party(ies) (which charges may include charges for services relating to issuing new Cards and replacements for lost or damaged Cards, and the provision of fleet management information reports) in respect of any such services at rates from time to time agreed between such third party(ies) and the Bank, shall be for the account of and be payable by the Principal Cardholder and may be debited by the Bank from the Card Account as same are incurred from time to time together with any Value Added Tax thereon.

9 16. The Bank shall not be liable to the Principal Cardholder if it is unable to perform its obligations under this Agreement due directly or indirectly to the failure of any machine, data processing system or transmission link, to any industrial dispute or any other cause or reason outside the control of the Bank. 17. The Bank may re-issue Cards from time to time for use in accordance with this Agreement 18. All notices hand delivered or sent by ordinary mail to the Principal Cardholder's address as set forth below (or any other address in Trinidad and Tobago notified in writing by the Principal Cardholder to the Bank) will be deemed to have been effectively delivered to and served on the Principal Cardholder on the date of delivery by the bearer or, as the case may be, three (3) days after the date of posting. The Principal Cardholder shall immediately the Bank in writing of any change in its address from time to time. 19. Unless the Principal Cardholder otherwise notifies the Bank in writing, the Bank may disclose any information, in respect of any Cardholder, supplied in connection with or arising in any way out of this Agreement (including copies of this Agreement and any Card Account and correspondence arising out of this Agreement) to any credit reference agency. 20. This Agreement shall not be assigned by the Principal Cardholder. 21. It is hereby expressly understood and agreed that the Supplier of Motor Vehicle Items to a Cardholder acts as a principal on his own account and shall not be deemed to be the agent of the Bank, and the Bank shall not in any circumstances whatsoever be liable in any way in respect of any defective Motor Vehicle Items purchased with a Card. It is understood and agreed that the Bank shall not be liable for any loss or expense to the Principal Cardholder which results from the incorrect or inadequate making up of the credit receipt (being the record of each Card Transaction) in respect of a Card Transaction by any person and the Principal Cardholder shall indemnify the Bank against any such liability. 22. In the event of any claim or dispute arising under or in connection with this Agreement, the burden of proof shall at all times rest on the Principal Cardholder. Without prejudice to the generality of the foregoing, in the event that the Bank asserts that the Principal Cardholder is liable in respect of a Card Transaction and debits a Card Account, or that the Bank otherwise has a right to be refunded or

10 indemnified by the Principal Cardholder, it shall be presumed that the Bank has properly and lawfully asserted such right and that the facts alleged by the Bank in relation to such assertion are true and accurate, unless the Principal Cardholder provides evidence satisfactory to the Bank which conclusively establishes that the Bank does not have the right asserted. 23. This Agreement is governed by the laws of the Republic of Trinidad and Tobago and shall be subject to the jurisdiction of the Trinidad and Tobago Courts. THE SCHEDULE HEREINABOVE REFERRED TO INITIAL TRANSACTION LIMIT: $ Signed by on behalf of ) SCOTIABANK TRINIDAD AND ) TOBAGO LIMITED ) in the presence of: ) Signed by on behalf of ) ) in the presence of: )