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Affidavit of A. Masson

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Affidavit of A. Masson CLERK OF THE COURT FILED COURT FILE NUMBER 2001- os4(0----/ JUL 1 4 2020 COURT COURT OF QUEEN'S BENCH F AlfttCENTRE _ GARY JUDICIAL CENTRE CALGARY PLAINTIFF ROYAL BANK OF CANADA DEFENDANTS CROWFOOT LAND & LIVESTOCK CORPORATION, JAMES CAMERON CLARK AND ROBIN ELAINE CLARK DOCUMENT AFFIDAVIT VOLUME 2(EXHIBITS 26-40) ADDRESS FOR SERVICE AND CONTACT Dentons Canada LLP INFORMATION OF PARTY FILING THIS Bankers Court DOCUMENT 15th Floor, 850 - 2nd Street S.W. Calgary, Alberta T2P OR8 Attention: Sam Gabor Ph.(403) 268-3048 Fx.(403) 268-3100 File No.: 125665-8928 NATDOCS\47542660\V-1 COURT FILE NUMBER 2001- COURT COURT OF QUEEN'S BENCH OF ALBERTA JUDICIAL CENTRE CALGARY PLAINTIFF ROYAL BANK OF CANADA DEFENDANTS CROWFOOT LAND & LIVESTOCK CORPORATION, JAMES CAMERON CLARK AND ROBIN ELAINE CLARK DOCUMENT AFFIDAVIT ADDRESS FOR SERVICE AND CONTACT Dentons Canada LLP INFORMATION OF PARTY FILING THIS Bankers Court DOCUMENT 15th Floor, 850 - 2nd Street S.W. Calgary, Alberta T2P OR8 7 Attention: Sam Gabor/Derek Pontin Ph. (403) 268-3048/6301 Fx. (403) 268-3100 1 File No.: 125665-8928 AFFIDAVIT OF ARNOLD MASSON Sworn on July 13, 2020 I, Arnold Masson, of the City of Calgary, in the Province of Alberta, SWEAR AND SAY THAT: 1. I am a Senior Manager, Special Loans and Advisory Services for Royal Bank of Canada ("RBC"), the applicant creditor in these proceedings and, as such, have personal knowledge of the matters hereinafter deposed to, except where stated to be based upon information and belief. Where that knowledge is based on information or belief, I have stated the source of that information and verily believe it to be true. 2. I have reviewed the business records of RBC relevant to the RBC's application seeking the appointment of a receiver and manager over all of the current and future assets, undertakings and property of Crowfoot Land & Livestock Corporation ("Crowfoot"), and James Cameron Clark ("Clark") with respect to his farming operations, and with respect to requesting that the Court enter Consent Judgments against Crowfoot, Clark and Robin Elaine Clark ("Robin") and have satisfied myself that I am possessed of sufficient information and knowledge to swear this Affidavit on behalf of RBC. The Parties 3. RBC is a chartered bank doing business across Canada, including in Alberta. 4. Crowfoot is a corporation incorporated pursuant to the laws of Alberta carrying on business in Alberta. A copy of the Alberta Corporate Registration System Corporate/Non-Profit Searches for Crowfoot is attached hereto, marked as Exhibit "1". NATDOCS\47568014W-2 -2- 5. Clark is an individual ordinarily resident in Alberta. 6. Robin is an individual ordinarily resident in Alberta. 1 7. The Defendants Crowfoot and Clark are involved in the agricultural industry, including growing grains and crops and raising livestock. 8. Clark and Robin are spouses but are currently involved in a divorce proceeding. Loan Facilities 9. Pursuant to a Royfarm Loan Agreement dated April 8, 2016, (the "2016 Royfarm Loan") RBC made available to Crowfoot $232,500.00. A copy of the 2016 Royfarm Loan is attached hereto, marked as Exhibit "2". 10. Pursuant to a Royfarm Loan Agreement dated April 18, 2018, (the "2018 Royfarm Loan") RBC made available to Crowfoot $550,000.00. A copy of the 2018 Royfarm Loan is attached hereto, marked as Exhibit "3". 11. Pursuant to a credit agreement dated July 22, 2019, as amended by amending agreements dated September 23, 2019 and September 25, 2019 (as amended, the "2019 Crowfoot Loan Agreement"), RBC made available to Crowfoot thirteen credit facilities: (a) a $425,000.00 revolving demand facility with interest at RBC's prime rate plus 2.70% per annum; (b) a $43,248.07 non-revolving term facility, repayable in full on May 30, 2020 with interest at 4.50% per annum; (c) a $23,918.08 non-revolving term facility, repayable in full on January 28, 2020 with interest at 4.70% per annum; (d) a $25,225.00 non-revolving term facility, repayable in full on November 30, 2019 with interest at 4.80% per annum; (e) a $263,346.28 non-revolving term facility repayable in full on March 31, 2021 with interest at 4.80% per annum; (f) a $324,551.26 non-revolving term facility, repayable in full on September 19, 2021 with interest at 4.95% per annum; (g) a $350,000 non-revolving term facility, repayable in full one year from drawdown with interest at RBC's prime rate plus 1.75%; (h) a $150,000 revolving term facility with a maximum term of one year which was advanced at two separate events with interest at 4.5% and 4.7% per annum, respectively; (i) a $201,425.76 non-revolving lease facility; (j) a $112,000.00 revolving term facility repayable in full on February 28, 2020 with interest at RBC's prime rate plus 1.85% per annum; and NATDOCS\47568014W-2 -3- (k) a $25,000.00 Visa Business facility; (I) all business vehicle solution loans; and (m) all royfarm mortgage loans. A copy of the 2019 Crowfoot Loan Agreement is attached hereto, marked as Exhibit "4". 12. Pursuant to a RBC Visa Business Card Agreement dated September 20, 2010, as amended by amending agreement dated April 12, 2016 (as amended, the "Crowfoot Visa Business Card Agreement") RBC made available to Crowfoot a $25,000.00 Visa Business Card. A copy of the Visa Business Card Agreement is attached hereto, marked as Exhibit "5". Leases 13. Pursuant to a Master Lease Agreement dated October 12, 2017 (the "Master Lease Agreement") RBC agreed to acquire equipment for leasing to Crowfoot. Pursuant to a Leasing Schedule dated October 12, 2017(the "Leasing Schedule", together with the Master Lease Agreement, the "Lease Agreement") RBC leased a 2017 Bourgault Cart and Drill, and attachments to Crowfoot. A copy of the Lease Agreement is attached hereto, marked as Exhibit "6". 14. The 2016 Royfarm Loan, the 2018 Royfarm Loan, the 2019 Crowfoot Loan Agreement, the Crowfoot Visa Business Card Agreement and the Lease Agreement, are collectively the "Loan Agreements". 15. The records of RBC provide that RBC has extended credit to Crowfoot pursuant to the Loan Agreements. 7 Guarantees 16. In support of the Loan Agreements, Clark and Robin provided RBC with a joint and several guarantee of all debts and liabilities of Crowfoot to RBC to a maximum of $535,000, plus interest and costs, including legal costs on a solicitor and own client basis, pursuant to a guarantee and postponement of claim dated September 27, 2010. Attached hereto, marked as Exhibit "7" is a true copy of this guarantee. 17. In further support of the Loan Agreements, Clark provided RBC with: (a) a guarantee of all debts and liabilities of Crowfoot to RBC to a maximum of $735,000, plus interest and costs, including legal costs on a solicitor and own client basis, pursuant to a guarantee and postponement of claim dated May 4, 2018. A true copy of this guarantee is attached hereto, marked as Exhibit "8"; (b) a guarantee of all debts and liabilities of Crowfoot to RBC to a maximum of $500,000, plus interest and costs, including legal costs on a solicitor and own client basis, pursuant to a guarantee and postponement of claim dated June 19, 2020. A true copy of this guarantee is attached hereto, marked as Exhibit "9". This guarantee was provided by Clark as a term of the Forbearance Agreement, as defined at paragraph 42 below. 18. The foregoing guarantees are collectively the "Guarantees" and each a "Guarantee". NATDOCS\47568014W-2 - 4 - The Security 19. To secure its obligations to RBC: (a) Crowfoot: (i) declared its intention to give security under section 427 of the Bank Act pursuant to a Notice of Intention dated September 14, 2010 (the "Notice of Intention"). A copy of the Notice of Intention is attached hereto, marked as Exhibit "10"; (ii) granted an interest in all of its present and after acquired personal property pursuant to a general security agreement dated September 20, 2010 (the "Crowfoot GSA"). A copy of the Crowfoot GSA is attached hereto, marked as Exhibit "11"; (iii) granted an interest in warehouse receipts and/or bills of lading covering all property or any such property pursuant to a Promise to Give Security Under Section 427 of the Bank Act and Warehouse Receipts and/or Bills of Lading dated October 1, 2010(the "Promise"). A copy of the Promise is attached hereto, marked as Exhibit "12". (iv) granted an interest in all grain, all crops growing or produced on the farm, all products of agriculture, all livestock, all agricultural equipment, all agricultural implements situated anywhere in Canada pursuant to an Assignment Under Section 427 of the Bank Act dated October 1, 2010 (the "Bank Act Security"). A copy of the Bank Act Security is attached hereto, marked as Exhibit "13"; (v) granted an Agreements as to Loans and Advances and Security Under Section 427 of the Bank Act for Such Loans and Advances dated October 1, 2010 (the "Agreement as to Loans and Advances"). A copy of the Agreement as to Loans and Advances is attached hereto, marked as Exhibit "14"; (vi) granted an interest in a Fendt JC 724 Prof: Plis with GPS S/N 74322P00E-06393 and Fendt 785 loader S/N AG3F785D0H UO59027 pursuant to a chattel mortgage dated march 22, 2018(the "Fendt Chattel Mortgage"). A copy of the Fendt Chattel Mortgage is attached hereto, marked as Exhibit "15"; (vii) granted an interest in a 2018 John Deere T670 LL Combine S/N 1ZOT670AVJR111405 and 2018 John Deere 615P Belt pick up S/N 1H00615PCJ0800938 pursuant to a chattel mortgage dated September 17, 2018 (the "John Deere Chattel Mortgage").
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