This electronic version is for your own personal use and may not be copied for the purposes of resale in this or any other form.
BILL NO. 31

                                              Government Bill

                 
                                                               
              3rd Session, 56th General Assembly
                         Nova Scotia
                   44 Elizabeth II, 1995-96

                 
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                      An Act Respecting
           Security Interests in Personal Property




                          CHAPTER 13
                       ACTS OF 1995-96




                 
                                                               
                                                               
                The Honourable Sandra L. Jolly
                Minister of Municipal Affairs


                 
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
          AS ASSENTED TO BY THE LIEUTENANT GOVERNOR
                       JANUARY 11, 1996






                 
                                                               
                           Halifax
          Printed by Queen's Printer for Nova Scotia
                               
                               
                               
                               
                               
                       An Act Respecting
            Security Interests in Personal Property



         Be it enacted by the Governor and Assembly as follows:


         1  This Act may be cited as the Personal Property Security
Act.


                            PART I

                INTERPRETATION AND APPLICATION

         2  In this Act,

            (a) "accession" means goods that are installed in or
         affixed to other goods;

            (b) "account" means a monetary obligation not
         evidenced by chattel paper, a security or an instrument,
         whether or not the obligation has been earned by
         performance;

            (c) "advance" means the payment of money, the
         provision of credit or the giving of value and includes any
         liability of the debtor to pay interest, credit costs and other
         charges payable by the debtor in connection with an
         advance or the enforcement of a security interest securing
         the advance;

            (d) "building" means a structure, erection, mine or
         work built, constructed or opened on or in land;

            (e) "building materials" means materials that are
         incorporated into a building and includes goods attached
         to a building so that their removal

                (i) would necessarily involve the dislocation or
            destruction of some other part of the building and
            cause substantial damage to the building, apart from
            the loss of value of the building resulting from the
            removal, or

                (ii)    would result in weakening the structure of the
            building or exposing the building to weather damage
            or deterioration,

         but does not include

                (iii)   heating, air conditioning or conveyancing
            devices, or

                (iv)    machinery installed in a building or on land
            for use in carrying on an activity in the building or on
            the land;

            (f) "chattel paper" means one or more writings that
         evidence both a monetary obligation and a security interest
         in, or a lease of, specific goods or specific goods and
         accessions;

            (g) "collateral" means personal property that is
         subject to a security interest;

            (h) "commercial consignment" means a consignment
         under which goods are delivered for sale, lease or other
         disposition to a consignee who, in the ordinary course of
         the consignee's business, deals in goods of that
         description, by a consignor who

                (i) in the ordinary course of the consignor's
            business, deals in goods of that description, and

                (ii)    reserves an interest in the goods after they
            have been delivered,

         but does not include an agreement under which goods are
         delivered to

                (iii)   an auctioneer for sale, or

                (iv)    a consignee for sale, lease or other disposition
            if the consignee is generally known to the creditors of
            the consignee to be selling or leasing goods of others;

            (i) "consumer goods" means goods that are used or
         acquired for use primarily for personal, family or
         household purposes;

            (j) "Court" means the Supreme Court of Nova Scotia;

            (k) "creditor" includes an assignee for the benefit of
         creditors, an executor, an administrator or a guardian of
         a creditor;

            (l) "crops" means crops, whether or not matured, and
         whether naturally grown or planted, attached to land by
         roots or forming part of trees or plants attached to land,
         and includes trees only if they are

                (i) being grown as nursery stock,

                (ii)    being grown for uses other than for the
            production of lumber and wood products, or

                (iii)   intended to be replanted in another
            location for the purpose of reforestation;

            (m) "debtor" means

                (i) a person who owes payment or performance of
            an obligation secured, whether or not that person owns
            or has rights in the collateral,

                (ii)    a person who receives goods from another
            person under a commercial consignment,

                (iii)   a lessee under a lease for a term of more
            than one year,

                (iv)    a transferor of an account or chattel paper,

                (v) a seller under a sale of goods without a change
            of possession,

                (vi)    in Sections 18, 25, 27 and 59, subsections 
            60(15) and 62(8) and Section 67, the transferee of a
            debtor's interest in the collateral, and

                (vii)   if the person referred to in subclause (i)
            and the owner of the collateral are not the same
            person,

                    (A) where "debtor" is used in a provision
                dealing with the collateral, an owner of the
                collateral,

                    (B) where "debtor" is used in a provision
                dealing with the obligation, the obligor, and

                    (C) where the context permits, both the owner
                and the obligor;

            (n) "default" means

                (i) the failure to pay or otherwise perform the
            obligation secured when due, or

                (ii)    the occurrence of any event or set of
            circumstances whereupon, under the terms of the
            security agreement, the security interest becomes
            enforceable;

            (o) "document of title" means a writing issued by or
         addressed to a bailee

                (i) that covers goods in the bailee's possession
            that are identified or that are fungible portions of an
            identified mass, and

                (ii)    in which it is stated that the goods covered by
            it will be delivered to a named person, or to the
            transferee of that person, or to bearer or to the order
            of a named person;

            (p) "equipment" means goods that are held by a debtor
         other than as inventory or consumer goods;

            (q) "financing change statement" means the data
         authorized by the regulations to be entered in the Registry
         to renew, discharge or otherwise amend a financing
         statement;

            (r) "financing statement" means the data authorized
         by the regulations to be entered in the Registry to effect a
         registration for the purpose of perfecting a security interest
         in collateral pursuant to this Act and, where the context
         permits, includes

                (i) a financing change statement, and

                (ii)    a security agreement registered pursuant to
            the Assignment of Book Debts Act, the Bills of Sale Act,
            the Conditional Sales Act or the Corporations
            Securities Registration Act before the coming into
            force of this Act, together with any writing that was
            registered with the agreement or registered to rectify,
            amend or renew the agreement;

            (s) "fixture" does not include building materials;

            (t) "future advance" means an advance, whether or
         not made pursuant to an obligation and includes advances
         and reasonable costs incurred and expenditures made for
         the protection, maintenance, preservation or repair of the
         collateral;

            (u) "goods" means tangible personal property,
         fixtures, crops and the unborn young of animals but does
         not include a document of title, chattel paper, a security, an
         instrument, money or trees, other than crops, until they are
         severed or minerals until they are extracted;

            (v) "instrument" means

                (i) a bill of exchange, note or cheque within the
            meaning of the Bills of Exchange Act (Canada),

                (ii)    any other writing that evidences a right to
            payment of money and is of a type that in the ordinary
            course of business is transferred by delivery with any
            necessary endorsement or assignment, or

                (iii)   a letter of credit or an advice of credit if
            the letter or advice states that it must be surrendered
            on claiming payment under it,

         but does not include

                (iv)    a document of title, chattel paper or a security,
            or

                (v) a writing that provides for or creates a
            mortgage or charge in respect of an interest in land
            that is specifically identified in the writing;

            (w) "intangible" means personal property that is not
         goods, a document of title, chattel paper, a security, an
         instrument or money;

            (x) "inventory" means goods that are

                (i) held by a person for sale or lease, or that have
            been leased by that person as lessor,

                (ii)    to be furnished or that have been furnished
            under a contract of service,

                (iii)   raw materials or work in progress, or

                (iv)    materials used or consumed in a business or
            profession;

            (y) "lease for a term of more than one year" includes

                (i) a lease of goods for an indefinite term
            including a lease for an indefinite term that is
            determinable by one or both parties within one year
            after its execution,

                (ii)    a lease of goods initially for a term of one year
            or less if the lessee, with the consent of the lessor,
            retains uninterrupted or substantially uninterrupted
            possession of the leased goods for more than one year
            after the lessee, with the consent of the lessor, first
            acquired possession of the goods, but the lease does
            not become a lease for a term of more than one year
            until the lessee's possession extends beyond one year,
            and

                (iii)   a lease of goods for a term of one year or
            less where the lease provides that it is renewable for
            one or more terms automatically or at the option of one
            of the parties or by agreement of the parties if the total
            terms, including the original term, may exceed one
            year,

         but does not include

                (iv)    a lease of goods by a lessor who is not
            regularly engaged in the business of leasing goods,

                (v) a lease of household furnishings or appliances
            as part of a lease of land where the goods are
            incidental to the use and enjoyment of the land, or

                (vi)    a lease of goods of a prescribed kind,
            regardless of the length of the term of the lease;

            (z) "minerals" includes oil, gas and hydrocarbons;

            (aa)    "money" means a medium of exchange
         authorized by the Parliament of Canada as part of the
         currency of Canada or authorized or adopted by a foreign
         government as part of its currency;

            (ab)    "obligation secured" means, for the purpose of
         determining the amount payable under a lease that secures
         payment or performance of an obligation,

                (i) the amount originally contracted to be paid as
            rent under the lease,

                (ii)    any other amount payable under the terms of
            the lease, or

                (iii)   the amount, if any, required to be paid by
            the lessee to obtain ownership of the collateral,

         less any amount paid before the determination;

            (ac)    "pawnbroker" means a person who engages in
         the business of granting credit to individuals for personal,
         family or household purposes and who

                (i) takes and perfects security interests in
            consumer goods by taking possession of them, or

                (ii)    purchases consumer goods under agreements
            or undertakings, express or implied, that the goods
            may be repurchased by the sellers;

            (ad)    "personal property" means goods, a document
         of title, chattel paper, a security, an instrument, money or
         an intangible;

            (ae)    "prescribed" means prescribed by or pursuant
         to the regulations;

            (af)    "prior security interest" means an interest
         created by or provided for under a valid security
         agreement or other transaction entered into before the
         coming into force of this Act that is a security interest
         within the meaning of this Act and to which this Act would
         have applied if it had been in force when the security
         agreement or other transaction was entered into;

            (ag)    "proceeds" means

                (i) identifiable or traceable personal property
            that is derived directly or indirectly from any dealing
            with collateral or proceeds of collateral and in which
            the debtor acquires an interest,

                (ii)    an insurance or other payment that represents
            indemnity or compensation for loss of or damage to
            collateral or proceeds of collateral, or a right to such
            a payment, or

                (iii)   a payment made in total or partial
            discharge or redemption of chattel paper, a security,
            an instrument or an intangible;

            (ah)    "purchase" means taking by sale, lease,
         discount, assignment, negotiation, mortgage, pledge, lien,
         issue, reissue, gift or any other consensual transaction
         creating an interest in property;

            (ai)    "purchase money security interest" means

                (i) a security interest taken in collateral to the
            extent that it secures all or part of the purchase price
            of the collateral,

                (ii)    a security interest taken in collateral by a
            person who gives value for the purpose of enabling the
            debtor to acquire rights in the collateral, to the extent
            that the value is applied to acquire the rights,

                (iii)   the interest of a lessor of goods under a
            lease for a term of more than one year, or

                (iv)    the interest of a consignor who delivers goods
            to a consignee under a commercial consignment,

         but does not include a transaction of sale by and lease back
         to the seller, and for the purpose of this definition,
         "purchase price" and "value" include interest, credit costs
         and other charges payable for the purchase or loan credit;

            (aj)    "receiver" includes a receiver-manager;

            (ak)    "Registrar" means the Registrar of the
         Personal Property Registry appointed pursuant to this Act;

            (al)    "Registry" means the Personal Property
         Registry established by this Act;

            (am)    "registry of deeds" means the office of a
         registrar of deeds appointed pursuant to the Registry Act;

            (an)    "sale of goods without a change of possession"
         means a sale of goods that is not accompanied by an
         immediate delivery and an actual, apparent and continued
         change of possession of the goods sold, but does not
         include a sale of goods in the ordinary course of business
         of the seller, and for the purpose of this definition, "sale"
         includes an assignment, transfer, conveyance, declaration
         of trust or any other agreement or transaction, not
         intended to secure payment or performance of an
         obligation, by which an interest in goods is conferred;

            (ao)    "secured party" means

                (i) a person who has a security interest,

                (ii)    a person who holds a security interest for the
            benefit of another person, or

                (iii)   a trustee, if a security interest is embodied
            in a trust indenture;

            (ap)    "security" means a writing, whether or not in
         the form of a security certificate, that

                (i) is recognized in the jurisdiction in which it is
            issued or dealt with as evidencing a share,
            participation or other interest in property or an
            enterprise, or that evidences an obligation of the
            issuer,

                (ii)    is one of a class or series or, by its terms, is
            divisable into classes or series of writings, and

                (iii)   in the ordinary course of business is
            transferred by

                    (A) delivery with the necessary endorsement,
                assignment or registration in the records of the
                issuer or of an agent of the issuer, or compliance
                with restrictions on transfer, or

                    (B) an entry in the records of a clearing
                agency,

         but does not include a writing that provides for or creates
         a mortgage or charge in respect of an interest in land that
         is specifically identified in the writing;

            (aq)    "security agreement" means an agreement that
         creates or provides for a security interest and, where the
         context permits, includes

                (i) an agreement that creates or provides for a
            prior security interest, and

                (ii)    a writing that evidences a security agreement;

            (ar)    "security interest" means

                (i) an interest in personal property that secures
            payment or performance of an obligation, but does not
            include the interest of a seller who has shipped goods
            to a buyer under a negotiable bill of lading or its
            equivalent to the order of the seller or to the order of
            an agent of the seller, unless the parties have otherwise
            evidenced an intention to create or provide for a
            security interest in the goods, and

                (ii)    the interest of

                    (A) a consignor who delivers goods to a
                consignee under a commercial consignment,

                    (B) a lessor under a lease for a term of more
                than one year,

                    (C) a transferee under a transfer of an
                account or a transfer of chattel paper, or

                    (D) a buyer under a sale of goods without a
                change of possession,

            that does not secure payment or performance of an
            obligation;

            (as)    "security with a clearing agency" means a
         security

                (i) in the form of a security certificate

                    (A) in bearer form,

                    (B) endorsed in blank by an appropriate
                person, or

                    (C) registered in the name of the clearing
                agency or its nominee or custodian,

                that is in the custody of the clearing agency, or

                (ii)    not in the form of a security certificate and
            that is registered or recorded in the records
            maintained by or on behalf of the issuer in the name of
            a clearing agency or its nominee or custodian;

            (at)    "specific goods" means goods identified and
         agreed on at the time a security agreement in respect of
         those goods is made;

            (au)    "trust indenture" means a deed, indenture or
         document, however designated, by the terms of which a
         person issues or guarantees or provides for the issue or
         guarantee of debt obligations secured by a security interest
         and in which another person is appointed as trustee for the
         holders of the debt obligations issued, guaranteed or
         provided for under it;

            (av)    "value" means any consideration sufficient to
         support a simple contract and includes an antecedent debt
         or liability, and "new value" means value other than an
         antecedent debt or liability.


         3  (1) For the purpose of this Act,


                (a) a natural person knows or has knowledge
            when information is acquired by that person under
            circumstances in which a reasonable person would
            take cognizance of it;

                (b) a partnership knows or has knowledge when
            information has come to the attention of one of the
            partners, or where the partnership is a limited
            partnership, one of the general partners, or a person
            having control or management of the partnership
            business under circumstances in which a reasonable
            person would take cognizance of it;

                (c) a body corporate knows or has knowledge
            when information, in writing, has been delivered to the
            body corporate's registered office or recognized agent
            appointed by the body corporate in accordance with
            the Corporations Registration Act or the Societies Act,
            or when information has come to the attention of

                    (i) a managing director or officer of the body
                corporate, or

                    (ii)    a senior employee of the body corporate
                with responsibility for matters to which the
                information relates,

            under circumstances in which a reasonable person
            would take cognizance of it;

                (d) the members of an association know or have
            knowledge when information has come to the attention
            of

                    (i) a managing director or officer of the
                association,

                    (ii)    a senior employee of the association with
                responsibility for matters to which the information
                relates, or

                    (iii)   all members,

            under circumstances in which a reasonable person
            would take cognizance of it; and

                (e) a government knows or has knowledge when
            information has come to the attention of a senior
            employee of the government with responsibility for
            matters to which the information relates under
            circumstances in which a reasonable person would
            take cognizance of it.

            (2) Except as otherwise provided in this Act, the
determination as to whether goods are "consumer goods",
"inventory" or "equipment" shall be made as of the time the
security interest attaches.

            (3) Proceeds are traceable whether or not there is a
fiduciary relationship between the person who has a security
interest in the proceeds as provided in Section 29 and the
person who has rights in or has dealt with the proceeds.

            (4) Where collateral is a security with a clearing
agency, the transferee or secured party is deemed to have taken
possession of the security when the appropriate entries have
been made in the records of the clearing agency.

            (5) This Act is to be interpreted and applied, in so far
as the context permits, in a manner that promotes the inter-jurisdictional harmony of the law of personal property security
in Canada.

            (6) This Act binds Her Majesty in right of the Province.


         4  (1) Subject to Section 5, this Act applies to

                (a) every transaction that in substance creates a
            security interest, without regard to its form and without
            regard to the person who has title to the collateral;
            and

                (b) without limiting the generality of clause (a), a
            chattel mortgage, conditional sale, fixed charge,
            floating charge, pledge, trust indenture, trust receipt,
            assignment, consignment, lease, trust or transfer of
            chattel paper where it secures payment or performance
            of an obligation.

            (2) Subject to Sections 5 and 56, this Act applies to

                (a) a commercial consignment;

                (b) a lease for a term of more than one year;

                (c) a transfer of an account or chattel paper; and

                (d) a sale of goods without a change of
            possession,

that does not secure payment or performance of an obligation.


         5  Except as otherwise provided in this Act, this Act does
not apply to

            (a) a lien, charge or other interest given by rule of law
         or statute unless the statute provides that this Act applies;

            (b) the creation or transfer of an interest or claim in
         or under a contract of annuity or policy of insurance except
         the transfer of a right to money or other value payable
         under a policy of insurance as indemnity or compensation
         for loss of or damage to collateral;

            (c) the creation or transfer of an interest in present or
         future wages, salary, pay, commission or any other
         compensation for work or services, the assignment or
         transfer of which is prohibited by any statute or rule of
         law;

            (d) the transfer of an unearned right to payment under
         a contract to a transferee who is to perform the
         transferor's obligations under the contract;

            (e) the creation or transfer of an interest in land
         including a lease;

            (f) the creation or transfer of an interest in a right to
         payment that arises in connection with an interest in or a
         lease of land other than an interest in a right to payment
         evidenced by a security or an instrument;

            (g) a sale of accounts, chattel paper or goods as part
         of a sale of the business out of which they arose unless the
         vendor remains in apparent control of the business after
         the sale;

            (h) a transfer of accounts made solely to facilitate the
         collection of accounts for the transferor;

            (i) the creation or transfer of a right to damages in
         tort;

            (j) a mortgage or sale registered pursuant to the
         Canada Shipping Act (Canada);

            (k) a security agreement governed by an Act of the
         Parliament of Canada that deals with the rights of parties
         to the agreement or the rights of third parties affected by a
         security interest created by the agreement, including any
         security agreement governed by Part VIII of the Bank Act
         (Canada).


         6  (1) Subject to this Act, the validity, perfection and
effect of perfection or non-perfection of

                (a) a security interest in goods; and

                (b) a possessory security interest in a negotiable
            document of title, chattel paper, a security, an
            instrument and money,

are governed by the law of the jurisdiction where the collateral
is situated when the security interest attaches.

            (2) For the purpose of subsection (1), a security with
a clearing agency is situated where the records of the clearing
agency are kept.

            (3) A security interest in goods perfected pursuant to
the law of the jurisdiction in which the goods are situated, at
the time the security interest attaches but before the goods are
brought into the Province, continues perfected in the Province
if it is perfected in the Province

                (a) not later than sixty days after the goods are
            brought into the Province;

                (b) not later than fifteen days after the secured
            party has knowledge that the goods have been brought
            into the Province; or

                (c) before perfection ceases under the law of the
            jurisdiction in which the goods were situated when the
            security interest attached,

whichever is earliest.

            (4) Notwithstanding subsection (3), a security interest
in goods referred to in that subsection is subordinate to the
interest of a buyer or lessee of the goods who acquires the
interest without knowledge of the security interest and before
it is perfected in the Province pursuant to Section 25 or 26.

            (5) A security interest that is not perfected in
accordance with subsection (3) may be otherwise perfected in
the Province pursuant to this Act.

            (6) Where a security interest referred to in subsection
(1) is not perfected pursuant to the law of the jurisdiction in
which the collateral was situated when the security interest
attached and before the collateral was brought into the
Province, it may be perfected pursuant to this Act.


         7  (1) Subject to Section 8, where the parties to a security
agreement that creates a security interest in goods in one
jurisdiction understand when the security interest attaches that
the goods will be kept in another jurisdiction, the validity,
perfection and effect of perfection or non-perfection of the
security interest are determined by the law of the other
jurisdiction if the goods are removed to the other jurisdiction,
for purposes other than transportation through the other
jurisdiction, within thirty days after the security interest
attaches.

            (2) Where the other jurisdiction referred to in
subsection (1) is not the Province and the goods are later
brought into the Province, the security interest in the goods is
deemed to be a security interest to which subsection 6(3)
applies if it was perfected pursuant to the law of the other
jurisdiction to which the goods were removed.


         8  (1) For the purpose of this Section, a debtor is located

                (a) at the place of business of the debtor, if any;

                (b) at the chief executive office of the debtor, if the
            debtor has more than one place of business; and

                (c) at the principal residence of the debtor, if the
            debtor has no place of business.

            (2) The validity, perfection and effect of perfection or
non-perfection of

                (a) a security interest in an intangible;

                (b) a security interest in goods that are of a type
            that are normally used in more than one jurisdiction,
            if the goods are equipment or are inventory leased or
            held for lease by the debtor to others; and

                (c) a non-possessory security interest in a
            negotiable document of title, chattel paper, a security,
            an instrument or money,

are governed by the law, including the conflict of law rules, of
the jurisdiction where the debtor is located when the security
interest attaches.

            (3) Where a debtor relocates to another jurisdiction or
transfers an interest in the collateral to a person located in
another jurisdiction, a security interest perfected pursuant to
the law that is applicable under subsection (2) continues
perfected in the Province if it is perfected in the other
jurisdiction

                (a) not later than sixty days after the debtor
            relocates or transfers an interest in the collateral to a
            person located in the other jurisdiction;

                (b) not later than fifteen days after the secured
            party has knowledge that the debtor has relocated or
            transferred an interest in the collateral to a person
            located in the other jurisdiction; or

                (c) before perfection ceases under the law of the
            first jurisdiction,

whichever is earliest.

            (4) Where the law governing the perfection of a
security interest under subsection (2) or (3) does not provide
for public registration or recording of the security interest or
of a notice relating to it, and where the collateral is not in the
possession of the secured party, the security interest is
subordinate to

                (a) an interest in an account payable in the
            Province; and

                (b) an interest in goods, a negotiable document of
            title, chattel paper, a security, an instrument, or money
            if the interest was acquired when the collateral was
            situated in the Province,

unless the security interest is perfected pursuant to this Act
before the interest referred to in clause (a) or (b) arises.

            (5) A security interest referred to in subsection (4) may
be perfected pursuant to this Act.

            (6) Notwithstanding Section 7 and subsection (2), the
validity, perfection and effect of perfection or non-perfection of
a security interest in minerals or in an account resulting from
the sale of the minerals at the minehead or wellhead that

                (a) is provided for in a security agreement
            executed before the minerals are extracted; and

                (b) attaches to the minerals on extraction or
            attaches to an account on sale of the minerals,

are governed by the law of the jurisdiction in which the
minehead or wellhead is located.


         9  (1) Notwithstanding Sections 6, 7 and 8,

                (a) procedural issues that relate to the
            enforcement of the rights of a secured party against
            collateral, other than intangibles, are governed by the
            law of the jurisdiction in which the collateral is located
            when the rights are exercised;

                (b) procedural issues that relate to the
            enforcement of the rights of a secured party against
            intangibles are governed by the law of the forum; and

                (c) substantive issues that relate to the
            enforcement of the rights of a secured party against
            collateral are governed by the proper law of the
            contract between the secured party and debtor.

            (2) For the purpose of Sections 6, 7 and 8, a security
interest shall be deemed to be perfected pursuant to the law of
a jurisdiction if

                (a) the secured party has complied with the law of
            that jurisdiction relating to the creation and
            continuance of a security interest; and

                (b) the security interest has a status under the law
            of that jurisdiction in relation to the interests of other
            secured parties, buyers, creditors of the debtor and a
            trustee in bankruptcy of the debtor similar to the status
            of an equivalent security interest created and perfected
            pursuant to this Act.


                           PART II

                VALIDITY OF SECURITY AGREEMENT
                    AND RIGHTS OF PARTIES

         10 Except as otherwise provided in this or any other Act,
a security agreement is effective according to its terms.


         11 (1) A security interest is enforceable against a third
party only where

                (a) the collateral is in the possession of the
            secured party or another person on the secured party's
            behalf; or

                (b) the debtor has signed a security agreement
            that contains

                    (i) a description of the collateral by item or
                kind, or by reference to one or more of the
                following:  "goods", "document of title", "chattel
                paper", "security", "instrument", "money" or
                "intangible",

                    (ii)    a statement that a security interest is taken
                in all of the debtor's present and after-acquired
                personal property, or

                    (iii)   a statement that a security interest is
                taken in all of the debtor's present and after-acquired personal property except specified items
                or kinds of personal property or except one or
                more of the following:  "goods", "document of
                title", "chattel paper", "security", "instrument",
                "money" or "intangible".

            (2) A secured party does not have possession of
collateral for the purpose of clause (1)(a) if the collateral is in
the apparent possession or control of the debtor or the debtor's
agent.

            (3) A description is inadequate for the purpose of
subclause (1)(b)(i) if it describes the collateral as consumer
goods or equipment without further describing the item or kind
of collateral but, where the personal property to be excluded
from a description of collateral under subclause (1)(b)(iii) is
the consumer goods of the debtor, the excluded property may be
described simply as consumer goods.

            (4) A description of collateral as inventory is adequate
for the purpose of clause (1)(b) only while it is held by the
debtor as inventory.

            (5) A security interest in proceeds is enforceable
against a third party, whether or not the security agreement
contains a description of the proceeds.


         12 Where a security agreement is in writing, the secured
party shall deliver a copy of the security agreement to the
debtor within ten days after its execution and, if the secured
party fails to do so after a request by the debtor, the Court may,
on application by the debtor, order the delivery of the copy to
the debtor.


         13 (1) A security interest, including a security interest in
the nature of a floating charge, attaches when

                (a) value is given;

                (b) the debtor has rights in the collateral; and

                (c) except for the purpose of enforcing rights as
            between the parties to the security agreement, the
            security interest becomes enforceable within the
            meaning of Section 11.

            (2) Notwithstanding subsection (1), where the parties
have specifically agreed to postpone the time of attachment, the
security interest attaches at the agreed time.

            (3) For the purpose of clause (1)(b) and without
limiting other rights, if any, that the debtor has in the goods, a
lessee under a lease for a term of more than one year or a
consignee under a commercial consignment has rights in the
goods when the lessee or consignee obtains possession of them
under the lease or consignment.

            (4) For the purpose of clause (1)(b), a debtor has no
rights in

                (a) crops until they become growing crops;

                (b) the young of animals until they are conceived;

                (c) minerals until they are extracted; or

                (d) trees, other than crops, until they are severed.


         14 (1) Subject to Section 13 and subsection (2), a security
agreement that provides for a security interest in after-acquired
personal property attaches to that property in accordance with
the terms of the agreement without any need for specific
appropriation by the debtor.

            (2) A security interest does not attach under an after-acquired property clause in a security agreement to after-acquired personal property that is

                (a) crops that become growing crops more than
            one year after the security agreement has been entered
            into, except that a security interest in crops that is
            given in conjunction with a lease, agreement for sale
            or mortgage of land may attach, if the parties agree, to
            crops to be grown on the land concerned during the
            term of the lease, agreement for sale or mortgage; or

                (b) consumer goods, other than an accession,
            unless the security interest is a purchase money
            security interest or a security interest in collateral
            obtained by the debtor as replacement for collateral
            described in the security agreement.


         15 (1) A security agreement may secure future advances.

            (2) Unless otherwise agreed, an obligation owing to a
debtor to make future advances is not binding on a secured
party if

                (a) a notice of judgment against the debtor has
            been registered in the Registry;

                (b) the collateral in which the secured party has a
            security interest includes non-exempt exigible personal
            property or attachable debts of the debtor within the
            meaning of the Creditors' Relief Act; and

                (c) the secured party has knowledge of the
            registration of the notice of judgment before making
            the advances.


         16 Where a seller has a purchase money security interest
in goods, the law relating to contracts of sale governs the sale
and the seller's performance obligations with respect to the
goods, including any disclaimer, limitation or modification of
those obligations.


         17 Where a security agreement provides that a secured
party may accelerate payment or performance when the secured
party considers that the collateral is in jeopardy or that the
secured party is insecure, the security agreement shall be
construed to mean that the secured party has the right to do so
only if the secured party in good faith believes and has
commercially reasonable grounds to believe that the prospect
of payment or performance is or is about to be impaired or that
the collateral is or is about to be placed in jeopardy.


         18 (1) In this Section, "secured party" includes a receiver.

            (2) A secured party shall use reasonable care in the
custody and preservation of collateral in the secured party's
possession and, unless otherwise agreed, in the case of chattel
paper, a security or an instrument, reasonable care includes
taking necessary steps to preserve rights against other persons.

            (3) Unless otherwise agreed, where collateral is in the
secured party's possession,

                (a) reasonable expenses, including the cost of
            insurance and payment of taxes or other charges
            incurred in obtaining and maintaining possession of
            the collateral and in its preservation are chargeable to
            the debtor and are secured by the collateral;

                (b) the risk of loss or damage, except if caused by
            the negligence of the secured party, is on the debtor to
            the extent of any deficiency in any insurance coverage;

                (c) the secured party may hold as additional
            security any increase or profits, except money,
            resulting from the collateral;

                (d) the secured party shall apply any increase or
            profits in the form of money resulting from the
            collateral, unless remitted to the debtor, immediately
            on its receipt in reduction of the obligation secured;
            and

                (e) the secured party shall keep the collateral
            identifiable, but fungible collateral may be
            commingled.

            (4) Subject to subsection (2), a secured party may use
the collateral

                (a) in the manner and to the extent provided in the
            security agreement;

                (b) for the purpose of preserving the collateral or
            its value; or

                (c) in accordance with an order of the Court.


         19 (1) The debtor, a creditor, a sheriff, a person with an
interest in personal property of the debtor or an authorized
representative of any of them may require a secured party, by
a demand in writing, to send or make available the information
or documentation referred to in subsection (3) to the person
making the demand or, if the demand is made by the debtor, to
any person at an address specified by the debtor.

            (2) A demand made pursuant to subsection (1) shall
contain an address for reply and may be delivered to the
secured party

                (a) at the most recent address of the secured party
            that was registered as part of a financing statement
            that includes a description of personal property of the
            debtor; or

                (b) at a more recent address that is the current
            address of the secured party if known by the person
            making the demand.

            (3) Any or all of the following may be demanded
pursuant to subsection (1):

                (a) a copy of any security agreement providing for
            a security interest held by the secured party in the
            personal property of the debtor;

                (b) a statement in writing of the amount of the
            indebtedness and of the terms of payment of the
            indebtedness, as of the date specified in the demand;

                (c) a written approval or correction of an itemized
            list of personal property attached to the demand
            indicating which items are collateral as of the date
            specified in the demand;

                (d) a written approval or correction of the amount
            of indebtedness and of the terms of payment of the
            indebtedness, as of the date specified in the demand;

                (e) sufficient information as to the location of the
            security agreement or a copy of it within the Province
            to enable a person entitled to receive a copy of the
            security agreement to inspect it within the Province.

            (4) A person with an interest in personal property of
the debtor may make a demand pursuant to subsection (1) only
with respect to a security agreement providing for a security
interest in the personal property in which the person has an
interest.

            (5) The secured party, on the demand of a person
entitled to receive a copy of the security agreement referred to
in clause (3)(a), shall permit the person to inspect the security
agreement or a copy of it during regular business hours at the
location referred to in clause (3)(e).

            (6) Where a person makes a demand pursuant to
subsection (1) for a written approval or correction of an
itemized list referred to in clause (3)(c) and the secured party
claims a security interest in all of the debtor's present and
after-acquired personal property, in all of the debtor's present
and after-acquired personal property except specified items or
kinds of personal property or in all of a specified kind of the
debtor's personal property, the secured party may indicate this
instead of approving or correcting the itemized list.

            (7) A secured party shall comply with a demand made
pursuant to subsection (1) or (5) within

                (a) twenty-five days after the demand is made, if
            the secured party is a trustee under a trust indenture;
            or

                (b) ten days after the demand is made, in the case
            of any other secured party.

            (8) Where, without reasonable excuse, the secured
party fails to comply with a demand made pursuant to
subsection (1) or (5) within the time specified in subsection (7)
or provides an incomplete or incorrect reply to a demand made
pursuant to subsection (1), the person making the demand, in
addition to any other remedy provided by this Act, may apply to
the Court for an order requiring the secured party to comply
with the demand.

            (9) Where a person receiving a demand made pursuant
to subsection (1) or (5) no longer has an interest in the
obligation or property of the debtor that is the subject of the
demand, that person shall, within fifteen days after receiving
the demand, disclose the name and address of the immediate
successor in interest and, if known, the latest successor in
interest.

            (10)    Where, without reasonable excuse, the person
receiving the demand fails to comply with subsection (9), the
person making the demand, in addition to any other remedy
provided in this Act, may apply to the Court for an order
requiring the person receiving the demand to comply.

            (11)    On an application pursuant to subsection (8)
or (10), the Court may make an order requiring the secured
party or the person receiving the demand to comply with the
demand or to disclose the information.

            (12)    On an application pursuant to subsection (8)
or (10) or on a separate application, the Court may make

                (a) any order that it considers necessary to ensure
            compliance with the demand;

                (b) an order that, in the event of non-compliance
            with an order made on an application pursuant to
            subsection (8), the security interest of the secured
            party in relation to which the demand was made is
            unperfected or extinguished and the person making the
            demand may register a financing change statement
            discharging any registration related to that security
            interest.

            (13)    On an application pursuant to subsection (8)
or (10), or on an application by the secured party referred to in
subsection (8) or by the person receiving a demand referred to
in subsection (9), the Court, subject to Section 67, may make

                (a) an order exempting the secured party or
            person receiving the demand, in whole or in part, from
            complying with subsection (7) or (9), unless the
            demand is made by the debtor; or

                (b) an order extending the time for compliance.

            (14)    Where a secured party replies to a demand
made pursuant to subsection (1), the secured party and a
successor in interest referred to in subsection (9) are estopped,
for the purpose of this Act, as against the person making the
demand, and any other person who can reasonably be expected
to rely on the reply to the extent that the person relied on the
reply, from denying

                (a) the accuracy of any of the information referred
            to in clause (3)(b), (c) or (d) that is contained in the
            reply; or

                (b) that the copy of the security agreement
            referred to in clause (3)(a) that is provided with the
            reply is a true copy of that security agreement.

            (15)    A successor in interest referred to in subsection
(9) is not estopped pursuant to subsection (14) if

                (a) the person making the demand knows the
            identity and address of the successor in interest; or

                (b) before the demand, a financing change
            statement has been registered pursuant to Section 46
            disclosing the successor in interest as the secured
            party.

            (16)    The person to whom a demand is made
pursuant to this Section may require payment in advance of a
fee in the amount prescribed for each demand, but the debtor is
entitled to a reply without charge once every six months.

            (17)    A secured party who receives a demand that
purports to be made by a person entitled to make the demand
pursuant to subsection (1) may act as if the person is entitled to
make the demand unless the secured party knows that the
person is not entitled to make it.


                           PART III

                  PERFECTION AND PRIORITIES

         20 A security interest is perfected when

            (a) it has attached; and

            (b) all steps required for perfection pursuant to this
         Act have been completed,

regardless of the order of occurrence.


         21 (1) An unperfected security interest in collateral is
subordinate to the interest of

                (a) a judgment creditor who has registered a
            notice of judgment in the Registry pursuant to Section
            2A of the Creditors' Relief Act if the security interest is
            unperfected when the notice is registered;

                (b) all persons entitled by the Creditors' Relief Act
            or otherwise to participate in a distribution of personal
            property subject to the interest of a creditor referred to
            in clause (a); and

                (c) a sheriff and a representative of creditors for
            the purpose of enforcing the rights of a creditor
            referred to in clause (a).

            (2) An unperfected security interest in collateral is not
effective against

                (a) a trustee in bankruptcy if the security interest
            is unperfected at the time of the bankruptcy;

                (b) a liquidator appointed pursuant to the
            Winding-up Act (Canada) if the security interest is
            unperfected when the winding-up order is made; or
            (c) a creditor, assignee or sheriff who has registered
         a notice of claim in the Registry pursuant to Section 2C of
         the Creditors' Relief Act for the purpose of any
         enforcement proceedings commenced pursuant to the
         enactments referred to in that Section if the security
         interest is unperfected at the time the notice of claim is
         registered.

            (3) An unperfected security interest in collateral is
subordinate to the interest of a transferee of the collateral if the
transferee

                (a) acquires the interest under a transaction that
            is not a security agreement;

                (b) gives value; and

                (c) acquires the interest without knowledge of the
            security interest and before the security interest is
            perfected.

            (4) For the purpose of subsection (3), a purchaser of
an instrument or a security or a holder of a negotiable
document of title who acquires it under a transaction entered
into in the ordinary course of the transferor's business has
knowledge only if the purchaser or holder acquires the interest
with knowledge that the transaction violates the terms of the
security agreement creating or providing for the security
interest.


         22 Where the interest of a lessor under a lease for a term
of more than one year or of a consignor under a commercial
consignment is not effective against a person under clause
21(2)(a) or (b) or where the leased goods are seized pursuant
to judgment enforcement proceedings by a person entitled to
priority under subsection 21(1), the lessor or consignor is
deemed to have suffered damages, as against the lessee or
consignee in an amount equal to

            (a) the value of the leased or consigned goods at the
         time of the bankruptcy, winding-up order or seizure; and

            (b) the amount of the loss, other than that referred to
         in clause (a), resulting from the termination of the lease or
         consignment.


         23 (1) A purchase money security interest in collateral,
other than an intangible, has priority over the interests of
persons referred to in subsections 21(1) and (2) if it is
perfected not later than fifteen days after the debtor, or another
person at the request of the debtor, obtains possession of the
collateral, whichever is earlier.

            (2) Where goods are shipped by common carrier to a
debtor or to a person designated by the debtor, the debtor does
not have possession of the goods for the purpose of subsection
(1) until the debtor, or another person at the request of the
debtor, has obtained actual possession of the goods or a
document of title to the goods, whichever is earlier.

            (3) A purchase money security interest in an intangible
has priority over the interests of persons referred to in
subsections 21(1) and (2) if it is perfected not later than fifteen
days after it attaches.

            (4) A security interest in goods referred to in
paragraph 2(ar)(ii)(D) has priority over the interests of
persons referred to in subsections 21(1) and (2) if it is
perfected not later than thirty days after the sale of the goods.


         24 (1) Where a security interest is originally perfected
pursuant to this Act and is again perfected in some other way
pursuant to this Act without an intermediate period when it is
unperfected, the security interest is deemed to be perfected
continuously for the purpose of this Act.

            (2) A transferee of a security interest has the same
priority in relation to perfection of the security interest as the
transferor had at the time of the transfer.


         25 (1) Subject to Section 20, possession of the collateral
by the secured party, or on the secured party's behalf by
another person, perfects a security interest in

                (a) goods;

                (b) a negotiable document of title;

                (c) chattel paper;

                (d) a security;

                (e) an instrument; or

                (f) money.

            (2) A secured party does not have possession of
collateral for the purpose of subsection (1) if

                (a) the collateral is in the actual or apparent
            possession or control of the debtor or the debtor's
            agent; or

                (b) possession is the result of seizure or
            repossession.


         26 Subject to Section 20, registration of a financing
statement perfects a security interest in collateral.


         27 (1) Where a security interest in an instrument or a
security is perfected by possession pursuant to Section 25 and
the secured party delivers the instrument or security to the
debtor for the purpose of

                (a) ultimate sale or exchange;

                (b) presentation, collection or renewal; or

                (c) registration of a transfer,

the security interest remains perfected, notwithstanding Section
11, for the first fifteen days after the collateral comes under the
control of the debtor.

            (2) Where a security interest in a negotiable document
of title or in goods held by a bailee that are not covered by a
negotiable document of title is perfected by possession pursuant
to Section 25 and the secured party makes the document of title
or goods available to the debtor for the purpose of

                (a) ultimate sale or exchange;

                (b) loading, unloading, storing, shipping or trans-shipping; or

                (c) manufacturing, processing, packaging or other
            dealing with goods in a manner preliminary to their
            sale or exchange,

the security interest remains perfected, notwithstanding Section
11, for the first fifteen days after the collateral comes under the
control of the debtor.

            (3) On the expiry of the fifteen-day period referred to
in subsection (1) or (2), a security interest referred to in those
subsections is subject to the other provisions of this Act
relating to the perfection of a security interest.


         28 (1) Subject to Section 20, a security interest in goods
in the possession of a bailee is perfected by

                (a) possession of the goods by the bailee on the
            secured party's behalf pursuant to Section 25;

                (b) registration of a financing statement relating
            to the goods pursuant to Section 26;

                (c) the issue by the bailee of a document of title to
            the goods in the name of the secured party;

                (d) the deposit by a secured party to whom a non-negotiable receipt has been transferred of the transfer
            with the warehouseman who issued the receipt in
            accordance with Section 22 of the Warehouse Receipts
            Act; or

                (e) perfection of a security interest in a negotiable
            document of title to the goods if the bailee has issued
            one.

            (2) The issue of a negotiable document of title covering
goods does not preclude any other security interest in the goods
from arising during the period that the negotiable document of
title is outstanding.

            (3) A perfected security interest in a negotiable
document of title covering goods takes priority over a security
interest in the goods that is otherwise perfected after the goods
become covered by the negotiable document of title.


         29 (1) Subject to this Act, where collateral is dealt with or
otherwise gives rise to proceeds, the security interest

                (a) continues in the collateral unless the secured
            party expressly or impliedly authorizes the dealing,
            and

                (b) extends to the proceeds.

            (2) Where a secured party enforces a security interest
against both the collateral and the proceeds, the amount
secured by the security interest in the collateral and the
proceeds is limited to the market value of the collateral at the
date of the dealing.

            (3) A security interest in proceeds is a continuously
perfected security interest if the interest in the original
collateral is perfected by registration of a financing statement
pursuant to Section 26 that includes a description of

                (a) the proceeds that would be sufficient to perfect
            a security interest in original collateral of the same
            kind;

                (b) the original collateral, if the proceeds are of a
            kind that are within the description of the original
            collateral; or

                (c) the original collateral, if the proceeds consist
            of money, cheques or deposit accounts in a bank, credit
            union or similar financial institution.

            (4) Where the security interest in the original
collateral is perfected other than in a manner referred to in
subsection (3), the security interest in the proceeds is a
continuously perfected security interest for the first fifteen days
after the security interest in the original collateral attaches to
the proceeds but becomes unperfected on the expiry of that
period, unless the security interest in the proceeds is otherwise
perfected by any of the methods and under the circumstances
specified in this Act for original collateral of the same kind.


         30 (1) Where a debtor sells or leases goods that are
subject to a security interest under circumstances in which the
buyer or lessee takes free of the security interest under clause
29(1)(a) or Section 31, the security interest reattaches to the
goods if

                (a) the goods are returned to, seized or
            repossessed by the debtor or a transferee of chattel
            paper created by the sale or lease; and

                (b) the obligation secured remains unpaid or
            unperformed.

            (2) Where a security interest reattaches under
subsection (1), the perfection of the security interest and the
time of registration or perfection shall be determined as if the
goods had not been sold or leased if

                (a) the security interest was perfected by
            registration pursuant to Section 26 when the goods
            were sold or leased; and

                (b) the registration is effective when the goods are
            returned, seized or repossessed.

            (3) Where a sale or lease of goods creates an account
or chattel paper that is transferred to a secured party, and the
goods are returned to, seized or repossessed by the debtor or
the transferee of the chattel paper, the transferee of the account
or chattel paper has a security interest in the goods that
attaches when the goods are returned, seized or repossessed.

            (4) A security interest in goods arising under
subsection (3) is perfected if the security interest in the account
or chattel paper was perfected when the goods were returned,
seized or repossessed, but becomes unperfected on the expiry of
fifteen days after the return, seizure or repossession, unless the
transferee registers a financing statement relating to the
security interest or takes possession of the goods by seizure,
repossession or otherwise, before the expiry of that fifteen-day
period.

            (5) A security interest in goods that a transferee of an
account has under subsection (3) is subordinate to a perfected
security interest that re-attaches under subsection (1) and to a
security interest of a transferee of chattel paper that arises
under subsection (3).

            (6) A security interest in goods that a transferee of
chattel paper has under subsection (3) has priority over

                (a) a security interest in goods that re-attaches
            under subsection (1); and

                (b) a security interest in goods as after-acquired
            property that attaches on the return, seizure or
            repossession of the goods,

if the transferee of the chattel paper would have priority under
subsection 32(6) as to the chattel paper over an interest in the
chattel paper claimed by the holder of the security interest in
the goods.

            (7) A security interest in goods given by a buyer or
lessee of the goods referred to in subsection (1), that attaches
while the goods are in the possession of the buyer, lessee or
debtor and that is perfected when the goods are returned,
seized or repossessed, has priority over a security interest in
the goods arising under this Section.


         31 (1) In this Section,

                (a) "buyer of goods" includes a person who
            obtains vested rights in goods under a contract to
            which the person is a party, as a consequence of the
            goods becoming a fixture or accession to property in
            which the person has an interest;

                (b) "ordinary course of business of the seller"
            includes the supply of goods in the ordinary course of
            business as part of a contract for services and
            materials;

                (c) "seller" includes a person who supplies goods
            that become a fixture or accession under a contract
            with a buyer or under a contract with a person who is
            party to a contract with such a buyer.

            (2) A buyer or lessee of goods sold or leased in the
ordinary course of business of the seller or lessor takes free of
any perfected or unperfected security interest given by the
seller or lessor or arising under Section 29 or 30, whether or
not the buyer or lessee knows of it, unless the buyer or lessee
also knows that the sale or lease constitutes a breach of the
security agreement under which the security interest was
created.

            (3) A buyer or lessee of goods that are acquired as
consumer goods takes free of a perfected or unperfected
security interest in the goods if the buyer or lessee

                (a) gave value for the interest acquired; and

                (b) bought or leased the goods without knowledge
            of the security interest.

            (4) Subsection (3) does not apply to a security interest
in

                (a) a fixture; or

                (b) goods if the purchase price of the goods
            exceeds one thousand dollars or if the market value of
            the goods, in the case of a lease, exceeds one thousand
            dollars.

            (5) A buyer or lessee of goods who buys or leases the
goods during any of the fifteen-day periods referred to in
subsection 27(1) or (2), 29(4), 30(4) or Section 52 takes free of
the security interest referred to in those provisions if the buyer
or lessee

                (a) gave value for the interest acquired; and

                (b) bought or leased the goods without knowledge
            of the security interest and

                    (i) in a case within subsection 27(1) or (2),
                29(4) or 30(4), before the security interest was
                perfected by possession pursuant to Section 25 or
                by registration pursuant to Section 26, or

                    (ii)    in a case within Section 52, before the
                registration of the security interest was amended
                in accordance with that Section or the secured
                party took possession of the collateral.

            (6) A buyer or lessee of goods takes free of a security
interest in the goods perfected by registration pursuant to
Section 26 if

                (a) the buyer or lessee bought or leased the goods
            without knowledge of the security interest; and

                (b) the goods were not described by serial number
            in the registration relating to the security interest.

            (7) Subsection (6) applies only to goods that are
equipment and that are of a kind that are prescribed as serial
numbered goods.

            (8) A sale or lease under subsection (2), (3), (5) or (6)
may be

                (a) for cash;

                (b) by exchange for other property; or

                (c) on credit,

and includes the delivery of goods or a document of title under
a pre-existing contract for sale but does not include a transfer
as security for, or in total or partial satisfaction of, a money
debt or past liability.


         32 (1) A holder of money has priority over a security
interest in it perfected by registration pursuant to Section 26 or
temporarily perfected under subsection 29(4) if the holder

                (a) acquired the money without knowledge that it
            is subject to the security interest; or

                (b) is a holder for value, whether or not that
            person acquired the money without knowledge that it
            is subject to the security interest.

            (2) A creditor who receives an instrument drawn or
made by a debtor and delivered in payment of a debt owing to
the creditor by that debtor has priority over a security interest
in the instrument whether or not the creditor has knowledge of
the security interest in the instrument at the time of delivery.

            (3) A purchaser of an instrument or a security has
priority over a security interest in the instrument or security
perfected by registration pursuant to Section 26 or temporarily
perfected under subsection 27(1) or 29(4) if the purchaser

                (a) gave value for the instrument or security;

                (b) acquired the instrument or security without
            knowledge that it is subject to a security interest; and

                (c) took possession of the instrument or security.

            (4) A holder to whom a negotiable document of title is
negotiated has priority over a security interest in the document
of title that is perfected by registration pursuant to Section 26
or temporarily perfected under subsection 27(2) or 29(4) if the
holder

                (a) gave value for the document of title; and

                (b) acquired the document of title without
            knowledge that it is subject to a security interest.

            (5) For the purpose of subsections (3) and (4), a
purchaser of an instrument or a security or a holder of a
negotiable document of title who acquires it under a
transaction entered into in the ordinary course of the
transferor's business has knowledge only if the purchaser
acquires the interest with knowledge that the transaction
violates the terms of the security agreement creating or
providing for the security interest.

            (6) A purchaser of chattel paper who takes possession
of it in the purchaser's ordinary course of business and for new
value has priority over any security interest in the chattel paper
that

                (a) was perfected by registration pursuant to
            Section 26, if the purchaser does not have knowledge
            at the time of taking possession that the chattel paper
            is subject to a security interest; or

                (b) has attached to proceeds of inventory under
            Section 29, whatever the extent of the purchaser's
            knowledge.


         33 A lien on goods that arises as a result of the provision,
in the ordinary course of business, of materials or services in
respect of the goods, has priority over a perfected or
unperfected security interest in the goods unless the lien arises
under an Act that provides that it is not to have such priority.


         34 (1) In this Section, "transfer" includes a sale, the
creation of a security interest or a transfer under judgment
enforcement proceedings.

            (2) The rights of a debtor in collateral may be
transferred consensually or by operation of law
notwithstanding a provision in the security agreement prohib-
iting transfer or declaring a transfer to be a default, but a
transfer by the debtor does not prejudice the rights of the
secured party under the agreement or otherwise, including the
right to treat a prohibited transfer as an act of default.


         35 (1) Subject to Section 29, a purchase money security
interest in

                (a) collateral or its proceeds, other than
            intangibles or inventory, that is perfected not later
            than fifteen days after the debtor, or another person at
            the request of the debtor, obtains possession of the
            collateral, whichever is earlier; or

                (b) an intangible or its proceeds that is perfected
            not later than fifteen days after the security interest in
            the intangible attaches,

has priority over any other security interest in the same
collateral given by the same debtor.

            (2) Subject to Section 29, a purchase money security
interest in inventory or its proceeds has priority over any other
security interest in the same collateral given by the same debtor
if

                (a) the purchase money security interest in the
            inventory is perfected when the debtor, or another
            person at the request of the debtor, obtains possession
            of the collateral, whichever is earlier;

                (b) the secured party gives a notice to any other
            secured party who has registered, before the
            registration of the financing statement relating to the
            purchase money security interest in the inventory, a
            financing statement where the collateral description in
            the financing statement includes the same item or kind
            of collateral or includes accounts;

                (c) the notice referred to in clause (b) states that
            the person giving the notice expects to acquire a
            purchase money security interest in inventory of the
            debtor, and describes the inventory by item or kind;
            and

                (d) the notice is given before the debtor, or
            another person at the request of the debtor, obtains
            possession of the collateral, whichever is earlier.

            (3) A notice pursuant to subsection (2) may be given in
accordance with Section 70 or by registered mail addressed to
the address of the person to be notified that was registered as
part of the financing statement referred to in clause (2)(b).

            (4) A purchase money security interest in goods or,
subject to Section 29, in their proceeds, taken by a seller, lessor
or consignor of the collateral, that is perfected

                (a) in the case of inventory, when a debtor, or
            another person at the request of the debtor, obtains
            possession of the collateral, whichever is earlier; and

                (b) in the case of collateral other than inventory,
            not later than fifteen days after a debtor, or another
            person at the request of a debtor, obtains possession of
            the collateral, whichever is earlier,

has priority over any other purchase money security interest in
the same collateral given by the same debtor.

            (5) A purchase money security interest in collateral as
original collateral has priority over a purchase money security
interest in the same collateral as proceeds, if it is perfected

                (a) in the case of inventory, when a debtor, or
            another party at the request of a debtor, obtains
            possession of the collateral, whichever is earlier; and

                (b) in the case of collateral other than inventory,
            not later than fifteen days after a debtor, or another
            person at the request of a debtor, obtains possession of
            the collateral, whichever is earlier.

            (6) Where goods are shipped by common carrier to a
debtor or to a person designated by a debtor, the debtor does
not have possession of the goods for the purpose of this Section
until the debtor, or another person at the request of the debtor,
has obtained actual possession of the goods or a document of
title to the goods, whichever is earlier.

            (7) A purchase money security interest in an item of
collateral does not extend to or continue in the proceeds of the
item after the obligation to pay the purchase price of the item
or repay the value given for the purpose of enabling the debtor
to acquire rights in it has been discharged.

            (8) A perfected security interest in crops or their
proceeds, given for value to enable a debtor to produce the
crops and given while the crops are growing crops or during a
period of six months immediately before the time the crops
become growing crops, has priority over any other security
interest in the same collateral given by the same debtor.

            (9) A perfected security interest in fowl, cattle, horses,
sheep, swine or fish or their proceeds given for value to enable
the debtor to acquire food, drugs or hormones to be fed to or
placed in the animals or fish has priority over any other
security interest in the same collateral or its proceeds given by
the same debtor other than a perfected purchase money security
interest.


         36 (1) Where this Act provides no other method for
determining priority between competing security interests in the
same collateral,

                (a) priority between perfected security interests is
            determined by the order of the occurrence of

                    (i) the registration of a financing statement
                pursuant to Section 26 without regard to the time
                of attachment of the security interest,

                    (ii)    possession of the collateral pursuant to
                Section 25 without regard to the time of
                attachment of the security interest, or

                    (iii)   perfection under Sections 6, 8, 27, 30
                or 75,

            whichever is earliest;

                (b) a perfected security interest has priority over
            an unperfected security interest; and

                (c) priority between unperfected security interests
            is determined by the order of attachment of the security
            interests.

            (2) For the purpose of subsection (1), a continuously
perfected security interest shall be treated at all times as if
perfected by the method by which it was originally perfected.

            (3) For the purpose of subsection (1) and subject to
Section 29, the time of registration, possession or perfection of
a security interest in original collateral is also the time of
registration, possession or perfection of a security interest in
its proceeds.

            (4) A security interest in goods that are equipment and
are of a kind that are prescribed as serial numbered goods is
not registered or perfected by registration for the purpose of
subsection (1), (7) or (8) or 35(1) unless a financing statement
relating to the security interest that includes a description of
the goods by serial number is registered.

            (5) Subject to subsection (6), the priority that a
security interest has under subsection (1) applies to all
advances, including future advances.

            (6) A perfected security interest has priority over the
interest of a judgment creditor referred to in clause 21(1)(a)
only to the extent of

                (a) advances made before the judgment creditor
            registers the notice of judgment referred to in clause
            21(1)(a);

                (b) advances made before the secured party has
            knowledge of the registration of the notice of judgment
            referred to in clause 21(1)(a);

                (c) advances made in accordance with a statutory
            requirement, or a legally binding obligation owing to
            a person other than the debtor entered into by the
            secured party before acquiring the knowledge referred
            to in clause (b); and

                (d) reasonable costs and expenses incurred by the
            secured party for the protection, preservation,
            maintenance or repair of the collateral.

            (7) Where a registration lapses as a result of a failure
to renew it or if a registration is discharged without
authorization or in error, and the secured party re-registers in
accordance with the regulations within thirty days after the
lapse or discharge, the lapse or discharge does not affect the
priority ranking of the security interest to which the lapsed or
discharged registration relates as against a competing
perfected security interest that immediately before the lapse or
discharge had a subordinate priority ranking, except to the
extent that the competing security interest secures advances
made or contracted for after the lapse or discharge and before
the re-registration.

            (8) Where a debtor transfers an interest in collateral
that, at the time of the transfer, is subject to a perfected security
interest, that security interest has priority over any other
security interest granted by the transferee before the transfer
except to the extent that the security interest granted by the
transferee secures advances made or contracted for

                (a) after the expiry of fifteen days from when the
            secured party who holds the security interest in the
            transferred collateral has knowledge of the
            information required to register a financing change
            statement in accordance with Section 52 disclosing the
            transferee as the new debtor; and

                (b) before the secured party referred to in clause
            (a) takes possession of the collateral or registers a
            financing change statement in accordance with Section
            52 disclosing the transferee as the new debtor.

            (9) Subsection (8) does not apply if the transferee
acquires the debtor's interest free of the security interest
granted by the debtor.


         37 (1) In this Section, "secured party" includes a receiver.

            (2) Except as provided in Section 31 and subsections
(3), (4) and (9), a security interest in goods that attaches before
or when the goods become fixtures has priority with respect to
the goods over a claim to the goods made by a person with an
interest in the land.

            (3) A security interest referred to in subsection (2) is
subordinate to the interest of a person who acquires for value
an interest in the land after the goods become fixtures,
including an assignee for value of the interest of a person with
an interest in the land at the time the goods become fixtures, if
the interest is acquired without fraud and before notice of the
security interest is registered pursuant to Section 50.

            (4) A security interest referred to in subsection (2) is
subordinate to the interest of a person with a registered
mortgage of the land who, after the goods become fixtures,

                (a) makes an advance under the mortgage, but
            only with respect to that advance, or

                (b) obtains an order for sale, foreclosure or
            foreclosure and sale,

without fraud and before notice of the security interest in the
fixtures is registered pursuant to Section 50.

            (5) Where a notice of a security interest in fixtures has
not been registered pursuant to Section 50 when a search is
made of the records of the registry of deeds by or on behalf of
a person with a registered mortgage of the land, any advance
under the mortgage made on the same day that the search was
made is deemed to have been made before registration of a
notice pursuant to Section 50, notwithstanding that the notice
was registered on the same day that the search was made.

            (6) The priority under this Section of a person with an
interest in the land referred to in subsection (3) or of a person
with a registered mortgage of land referred to in subsection (4)
is not affected by priority rights in the land under the Registry
Act.

            (7) A security interest in goods that attaches after the
goods become fixtures is subordinate to the interest of a person
who has an interest in the land when the goods become fixtures
and who

                (a) has not consented to the security interest;

                (b) has not disclaimed an interest in the goods or
            fixtures;

                (c) has not entered into an agreement entitling the
            person to remove the goods; or

                (d) is not otherwise precluded from preventing the
            debtor from removing the goods.

            (8) A security interest in goods that attaches after the
goods become fixtures is subordinate to the interest of a person
who acquires an interest in the land after the goods become
fixtures if the interest is acquired without fraud and before
notice of the security interest in the fixtures is registered
pursuant to Section 50.

            (9) A security interest in goods that attaches before,
when or after the goods become fixtures is subordinate to the
interest of a creditor of the debtor who causes a certificate of
judgment affecting the land to be registered pursuant to the
Registry Act before notice of the security interest in the fixtures
is registered pursuant to Section 50.

            (10)    The interest of a creditor of the debtor referred
to in subsection (9) does not take priority over a purchase
money security interest in goods that become fixtures if a notice
of the security interest in the fixtures is registered pursuant to
Section 50 not later than fifteen days after the goods are affixed
to the land.

            (11)    A secured party who has the right, under this
Act, to remove goods from land shall exercise the right of
removal in a manner that causes no unnecessary damage or
injury to the land and to other property situated on it or that
puts the occupier of the land to any greater inconvenience than
is necessarily incidental to the removal of the goods.

            (12)    A person, other than the debtor, who has an
interest in the land when the goods subject to the security
interest are affixed to the land is entitled to reimbursement for
any damage to the interest of the person in the land caused
during the removal of the goods, but is not entitled to
reimbursement for diminution in the value of the land caused by
the absence of the goods removed or by the necessity to replace
them.

            (13)    A person entitled to reimbursement under
subsection (12) may refuse permission to remove the goods
until the secured party has given adequate security for the
reimbursement.

            (14)    The secured party may apply to the Court for
an order

                (a) determining the person entitled to
            reimbursement under this Section;

                (b) determining the amount and kind of security to
            be provided by the secured party;

                (c) specifying the depository for the security;

                (d) authorizing the removal of the goods without
            the provision of security for reimbursement under
            subsection (13).

            (15)    Where the interest of a person with an interest
in the land is subordinate to a security interest in the goods
under this Section, the person with an interest in the land may,
before the goods have been removed from the land by the
secured party, retain the goods on payment to the secured party
of the lesser of

                (a) the amount secured by the security interest in
            the goods that has priority over the interest of the
            person with the interest in the land; and

                (b) the market value of the goods were the goods
            to be removed from the land.

            (16)    A secured party who has a right to remove
goods from land shall give to each person who appears by the
records of the registry of deeds for the registration district in
which the land is located to have an interest in the land, a
notice of the intention of the secured party to remove the goods.

            (17)    A notice pursuant to subsection (16) shall
contain

                (a) the name and address of the secured party;

                (b) a description of the goods to be removed;

                (c) the amount required to satisfy the obligation
            secured by the security interest;

                (d) the market value of the goods;

                (e) a description of the land to which the goods
            are affixed; and

                (f) a statement of intention to remove the goods
            unless the amount referred to in subsection (15) is paid
            on or before a specified date that is not less than
            fifteen days after the notice is given pursuant to
            subsection (16).

            (18)    A notice pursuant to subsection (16) shall be
given at least fifteen days before removal of the goods and may
be given in accordance with Section 70 or by registered mail
addressed to the address last known to the secured party of the
person entitled to the notice.

            (19)    A person entitled to receive a notice pursuant
to subsection (16) may apply to the Court for an order
postponing removal of the goods from the land.


         38 (1) In this Section, "secured party" includes a receiver.

            (2) Except as provided in subsections (3), (4), (5) and
(7), a security interest in crops has priority with respect to the
crops over a claim to the crops made by a person with an
interest in the land.

            (3) A security interest in crops is subordinate to the
interest of a person who acquires for value an interest in the
land while the crops are growing crops, including an assignee
for value of the interest of a person with an interest in the land
while the crops are growing crops, if the interest is acquired
without fraud and before notice of the security interest is
registered pursuant to Section 50.

            (4) A security interest in crops is subordinate to the
interest of a person with a registered mortgage of the land who,
after the crops become growing crops,

                (a) makes an advance under the mortgage, but
            only with respect to that advance; or

                (b) obtains an order for sale, foreclosure or
            foreclosure and sale,

without fraud and before notice of the security interest in the
crops is registered pursuant to Section 50.

            (5) Where a notice of a security interest in crops has
not been registered pursuant to Section 50 when a search is
made of the records of the registry of deeds for the registration
district in which the lands are located by or on behalf of a
person with a registered mortgage of the land, any advance
under the mortgage made on the same day that the search was
made is deemed to have been made before registration of a
notice pursuant to Section 50, notwithstanding that the notice
was registered on the same day that the search was made.

            (6) The priority under this Section of a person with an
interest in the land referred to in subsection (3) or of a person
with a registered mortgage of the land referred to in subsection
(4) is not affected by priority rights in the land under the
Registry Act.

            (7) A security interest in crops is subordinate to the
interest of a creditor of the debtor who causes a certificate of
judgment affecting the land to be registered pursuant to the
Registry Act before notice of the security interest is registered
pursuant to Section 50.

            (8) The interest of a creditor of the debtor referred to
in subsection (7) does not take priority over a purchase money
security interest in the crops or a security interest in the crops
referred to in subsection 35(10) if a notice of the security
interest in the crops is registered pursuant to Section 50 not
later than fifteen days after the security interest in the crops
attaches.

            (9) Subsections 37(11) to (19) apply mutatis mutandis
to the seizure and removal of growing crops from land.


         39 (1) In this Section,

                (a) "other goods" means goods to which an
            accession is installed or affixed;

                (b) "secured party" includes a receiver;

                (c) "the whole" means an accession and the goods
            to which the accession is installed or affixed.

            (2) Except as provided in Section 31 and subsections
(3), (4) and (7), a security interest in goods that attaches before
or when the goods become an accession has priority with
respect to the goods over a claim to the goods as an accession
made by a person with an interest in the whole.

            (3) A security interest referred to in subsection (2) is
subordinate to the interest of a person who, after the goods
become an accession, acquires for value an interest in the
whole, including an assignee of the interest of a person with an
interest in the whole if the assignee acquires the interest for
value and after the goods become an accession and before a
financing statement in relation to the security interest is
registered.

            (4) A security interest referred to in subsection (2) is
subordinate to the interest of a person with a security interest
taken and perfected in the whole who

                (a) makes an advance under a security agreement
            after the goods become an accession, but only with
            respect to that advance; or

                (b) acquires the right to retain the whole in
            satisfaction of the obligation secured,

without knowledge of the security interest in the accession and
before it is perfected.

            (5) A security interest in goods that attaches after the
goods become an accession is subordinate to the interest of a
person who has an interest in the other goods when the goods
become an accession and who

                (a) has not consented to the security interest;

                (b) has not disclaimed an interest in the goods or
            accessions;

                (c) has not entered into an agreement entitling the
            person to remove the accession; or

                (d) is not otherwise precluded from preventing the
            debtor from removing the accession.

            (6) A security interest in goods that attaches after the
goods become an accession is subordinate to the interest of a
person who acquires an interest in the whole after the goods
become an accession, if the interest is acquired without
knowledge and before the security interest in the accession is
perfected.

            (7) Subject to subsection (8), a security interest in
goods that attaches before, at the time or after the goods
become an accession is subordinate to the interest of a
judgment creditor referred to in clause 21(1)(a) if the security
interest is not perfected when a notice of judgment referred to
in clause 21(1)(a) is registered.

            (8) The interest of a judgment creditor referred to in
clause 21(1)(a) does not take priority under subsection (7) over
a purchase money security interest in goods that is perfected
within fifteen days after the goods become an accession.

            (9) A secured party who has the right, under this Act,
to remove an accession from the whole shall exercise the right
of removal in a manner that causes no unnecessary damage or
injury to the other goods or that puts the person in possession
of the whole to any greater inconvenience than is necessarily
incidental to the removal of the accession.

            (10)    A person, other than the debtor, who has an
interest in the whole when the goods subject to the security
interest become an accession is entitled to reimbursement for
any damages to the interest of that person in the whole caused
during the removal of the accession, but is not entitled to
reimbursement for diminution in the value of the whole caused
by the absence of the accession or by the necessity to replace it.

            (11)    A person entitled to reimbursement under
subsection (10) may refuse permission to remove the accession
until the secured party has given adequate security for the
reimbursement.

            (12)    The secured party may apply to the Court for
an order

                (a) determining the person entitled to
            reimbursement under this Section;

                (b) determining the amount and kind of security to
            be provided by the secured party;

                (c) specifying the depository for the security;

                (d) authorizing the removal of the accession
            without the provision of security for reimbursement
            under subsection (11).

            (13)    Where the interest of a person with an interest
in the whole is subordinate to a security interest in the
accession under this Section, the person with an interest in the
whole may, before the accession has been removed from the
whole by the secured party, retain the accession on payment to
the secured party of the lesser of

                (a) the amount secured by the security interest
            entitled to priority; and

                (b) the market value of the accession were the
            accession to be removed from the other goods.

            (14)    The secured party who has a right to remove
the accession from the whole shall give a notice of the secured
party's intention to remove the accession to each person who

                (a) is known by the secured party to have an
            interest in the other goods or in the whole; and

                (b) has registered a financing statement that
            includes the name of the debtor and a description of
            the other goods, or that includes the serial number of
            the other goods if the other goods are of a kind that are
            prescribed as serial numbered goods.

            (15)    A notice pursuant to subsection (14) shall
contain

                (a) the name and address of the secured party;

                (b) a description of the goods to be removed;

                (c) the amount required to satisfy the obligations
            secured by the security interest;

                (d) the market value of the accession;

                (e) a description of the other goods; and

                (f) a statement of intention to remove the
            accession unless the amount referred to in subsection
            (13) is paid on or before a specified date that is not
            less than fifteen days after the notice is given in
            accordance with subsection (14).

            (16)    A notice pursuant to subsection (14) shall be
given at least fifteen days before removal of the accession and
may be given in accordance with Section 70 or by registered
mail addressed to the address of the person to be notified that
was registered as part of the financing statement referred to in
clause (14)(b).

            (17)    A person entitled to receive a notice under
subsection (14) may apply to the Court for an order postponing
removal of the accession.


         40 (1) A perfected security interest in goods that
subsequently become part of a product or mass continues in the
product or mass if the goods are so manufactured, processed,
assembled or commingled that their identity is lost in the
product.

            (2) Subject to subsections (4) and (6), where more than
one perfected security interest continues in the same product or
mass under subsection (1), and each was a security interest in
separate goods, the security interests are entitled to share in
the product or mass according to the ratio that the obligation
secured by each security interest bears to the sum of the
obligations secured by all security interests.

            (3) For the purpose of Section 36, perfection of a
security interest in goods that subsequently become part of a
product or mass is also perfection of the security interest in the
product or mass.

            (4) For the purpose of subsection (2), the obligation
secured by a security interest that continues in the product or
mass under subsection (1) is limited to the market value of the
goods when the goods become part of the product or mass.

            (5) Any priority that a perfected security interest that
continues in the product or mass under subsection(1) has over
an interest in the product or mass is limited to the market value
of the goods when the goods become part of the product or
mass.

            (6) A perfected purchase money security interest in
goods that continues in the product or mass under subsection
(1) has priority over a non-purchase money security interest

                (a) in the goods that continues in the product or
            mass under subsection (1); and

                (b) in the product or mass, other than as
            inventory, given by the same debtor.

            (7) A perfected purchase money security interest in
goods that continues in the product or mass under subsection
(1) has priority over any non-purchase money security interest
in the product or mass as inventory given by the same debtor if

                (a) the secured party with the purchase money
            security interest gives a notice to any secured party
            with a non-purchase money security interest in the
            product or mass who has registered, before the identity
            of the goods is lost in the product or mass, a financing
            statement that includes a description of the product or
            mass;

                (b) the notice referred to in clause (a) states that
            the person giving the notice has acquired or expects to
            acquire a purchase money security interest in goods
            supplied to the debtor as inventory; and

                (c) the notice is given before the identity of the
            goods is lost in the product or mass.

            (8) A notice pursuant to subsection (7) may be given in
accordance with Section 70 or by registered mail addressed to
the address of the person to be notified that was registered as
part of the financing statement referred to in clause (7)(a).

            (9) This Section does not apply to a security interest in
an accession to which Section 39 applies.


         41 (1) A secured party may subordinate, in a security
agreement or otherwise, the secured party's security interest to
any other interest.

            (2) A subordination is effective according to its terms
between the parties and may be enforced by a third party if the
third party is the person or one of the class of persons for
whose benefit the subordination was intended.


         42 (1) In this Section,

                (a) "account debtor" means a person who is
            obligated under an intangible or chattel paper;

                (b) "assignee" includes a secured party and a
            receiver.

            (2) Unless the account debtor on an intangible or
chattel paper has made an enforceable agreement not to assert
defenses or claims arising out of a contract, the rights of an
assignee of the intangible or chattel paper are subject to

                (a) the terms of the contract between the account
            debtor and the assignor and any defense or claim
            arising from the contract or a closely connected
            contract; and

                (b) any other defense or claim of the account
            debtor against the assignor that accrues before the
            account debtor acquires knowledge of the assignment.

            (3) A modification of or substitution for a contract
made in good faith and in accordance with reasonable
commercial standards and without material adverse effect on
the assignee's rights under the contract or the assignor's
ability to perform the contract is effective against the assignee
unless the account debtor has otherwise agreed.

            (4) Subsection (3) applies

                (a) to the extent that an assigned right to payment
            arising out of the contract has not been earned by
            performance; and

                (b) notwithstanding that notice of the assignment
            has been given to the account debtor.

            (5) Where the contract has been substituted or
modified in the manner referred to in subsection (3), the
assignee obtains rights corresponding to those of the assignor
under the modified or substituted contract.

            (6) Nothing in subsections (3) to (5) affects the validity
of a term in an assignment agreement that provides that a
modification or substitution referred to in those subsections is
a breach of contract by the assignor.

            (7) Where collateral that is either an intangible or
chattel paper is assigned, the account debtor may make
payments to the assignor

                (a) before the account debtor receives notice of
            the assignment in accordance with subsection (8); or

                (b) after the account debtor receives notice of the
            assignment if the account debtor requests the assignee
            to furnish proof of the assignment and the assignee
            fails to furnish proof within fifteen days after the
            request.

            (8) A notice of an assignment pursuant to subsection
(7) shall

                (a) state that the amount payable or to become
            payable under the contract has been assigned and that
            payment is to be made to the assignee; and

                (b) identify the contract under which the amount
            payable is to become payable.

            (9) Payment by an account debtor to an assignee after
the account debtor receives notice of the assignment in
accordance with subsection (8) discharges the obligation of the
account debtor to the extent of the payment.

            (10)    A term in a contract between a debtor on an
account or chattel paper and an assignor that prohibits or
restricts assignment of the whole of the account or chattel
paper for money due or to become due is binding on the
assignor only to the extent that the assignor may be liable in
damages for breach of the term, but is unenforceable against
third parties.


                           PART IV

                         REGISTRATION

         43 (1) There shall be an electronic registry known as the
Personal Property Registry for the purpose of registrations
pursuant to this Act and pursuant to any other Act that provides
for registration in the Registry.

            (2) The Registrar shall be appointed in accordance
with the Civil Service Act.

            (3) One or more deputy registrars shall be appointed
in accordance with the Civil Service Act.

            (4) The Registrar shall supervise and administer the
operation of the Registry and has such powers and duties as are
set out in this Act or the regulations or any other Act that
provides for registration in the Registry or the regulations
pursuant to that Act.

            (5) A deputy registrar has the same powers and duties
as the Registrar, subject to the direction and supervision of the
Registrar.
         (6)    The Registrar and deputy registrars may designate one
or more persons to act on their behalf.

            (7) When it is not practical, in the opinion of the
Registrar, to provide access to the Registry or to provide one or
more Registry services, the Registrar may refuse access to the
Registry or otherwise suspend one or more of its services.


         44 (1) A person may register a financing statement in the
Registry at an office of the Registry in accordance with the
regulations.

            (2) The Registrar may enter into an agreement with
any person to provide access to the Registry on terms and
conditions that the Registrar considers advisable and may vary
the terms and conditions from time to time as the Registrar
considers advisable.

            (3) A person who has entered into an agreement with
the Registrar pursuant to subsection (2) may register a
financing statement in the Registry in accordance with the
agreement and the regulations.

            (4) Registration of a financing statement is effective
from the time that a registration number, date and time is
assigned to the registration in the Registry.

            (5) A financing statement may be registered before or
after a security agreement is made or a security interest
attaches.

            (6) A registration may relate to one or more than one
security agreement.

            (7) The validity of the registration of a financing
statement is not affected by any defect, irregularity, omission or
error in the financing statement unless the defect, irregularity,
omission or error is seriously misleading.

            (8) Subject to subsection (10), a registration is invalid
if there is a seriously misleading defect, irregularity, omission
or error in

                (a) the name of any of the debtors required to be
            included in the financing statement other than a debtor
            who does not own or have rights in the collateral; or

                (b) the serial number of the collateral if the
            collateral is consumer goods of a kind that are
            prescribed as serial numbered goods.

            (9) In order to establish that a defect, irregularity,
omission or error is seriously misleading, it is not necessary to
prove that anyone was actually misled by it.

            (10)    Failure to include a description of any item or
kind of collateral in a financing statement does not affect the
validity of the registration with respect to the description of
other collateral included in the financing statement.

            (11)    The secured party or person named as secured
party in a financing statement shall give to each person named
as debtor in the statement, within thirty days after it is
registered, a verification statement in accordance with the
regulations, except where that person has waived in writing the
right to receive it.


         45 (1) Except as otherwise prescribed, a registration
pursuant to this Act is effective for the period of time specified
as part of the financing statement by which the registration is
effected.

            (2) A registration may be renewed by registering a
financing change statement at any time before the registration
expires and, except as otherwise prescribed, the period of time
for which the registration is effective shall be extended by the
renewal period specified as part of  the financing change
statement.

            (3) An amendment to a registration may be effected by
registering a financing change statement at any time during the
period that the registration is effective and the amendment is
effective from the time that the financing change statement is
registered to the expiry of the registration being amended.

            (4) Notwithstanding that an amendment of a
registration is not specifically provided for in this Part, a
financing change statement may be registered to amend the
registration.


         46 (1) Where a secured party with a security interest that
is perfected by registration transfers the security interest or a
part of it, a financing change statement may be registered to
disclose the transfer.

            (2) Where a financing change statement is registered
pursuant to subsection (1) and an interest in part, but not all,
of the collateral is transferred, the financing change statement
shall include a description of the collateral in which the
interest is transferred.

            (3) Where a secured party with a security interest that
is not perfected by registration transfers the security interest,
a financing statement may be registered in which the transferee
is disclosed as the secured party.

            (4) After registration of a financing change statement
disclosing a transfer of a security interest, the transferee is the
secured party for the purpose of this Part.

            (5) A registration disclosing a transfer of a security
interest may be registered before or after the transfer.

            (6) Where a security interest has been subordinated by
the secured party to the interest of another person, a financing
change statement may be registered to disclose the
subordination at any time during the period that the
registration of the subordinated security interest is effective.


         47 Data in a registration may be removed from the
records of the Registry

            (a) when the registration is no longer effective; or

            (b) on the registration of a financing change statement
         discharging or partially discharging the registration.


         48 Registration of a financing statement in the Registry by
itself does not constitute notice or knowledge to any person of
the existence or contents of the financing statement or of the
existence of the security interest or the contents of any security
agreement to which the registration relates.


         49 (1) A person may search the records of the Registry
and obtain a printed search result

                (a) at an office of the Registry; or

                (b) in accordance with an agreement entered into
            with the Registrar pursuant to subsection 44(2).

            (2) A search pursuant to subsection (1) may be
conducted according to

                (a) the name of the debtor;

                (b) the serial number of goods of a kind that are
            prescribed as serial numbered goods; or

                (c) a registration number.

            (3) A printed search result that purports to be issued
by the Registry is receivable as evidence and is, in the absence
of evidence to the contrary, proof of the registration of any
financing statement to which the search result relates,
including

                (a) the date and time of registration of the
            financing statement; and

                (b) the order of registration of the financing
            statement as indicated by the registration number, date
            and time set out in the printed search result.


         50 (1) In this Section,

                (a) "debtor" includes any person named as a
            debtor in a notice registered pursuant to this Section;

                (b) "secured party" includes any person named as
            a secured party in a notice registered pursuant to this
            Section.

            (2) A security interest in a fixture under Section 37 and
a security interest in a crop under Section 38 may be registered
in a registry of deeds by submitting a notice in accordance with
the regulations to that registry.

            (3) On the submission of a notice pursuant to
subsection (2) and on the payment of any prescribed fee, the
registrar of deeds shall register it in that office.

            (4) On the registration of a notice pursuant to
subsection (3), every person dealing with the land to which the
notice relates is deemed to have knowledge of the security
interest referred to in the notice.

            (5) The secured party or person named as secured
party in a notice registered pursuant to subsection (3) shall
give to each person named as a debtor in the notice, within
thirty days after it is registered, a copy of the notice, except
where that person has waived in writing the right to receive it.

            (6) Where a notice registered pursuant to subsection
(3) has not expired, notice of its renewal, amendment or
discharge or notice of the transfer or subordination of the
security interest to which it relates may be registered by
submitting a notice in accordance with the regulations to the
registry of deeds in which the notice is registered.

            (7) On the submission of a notice pursuant to
subsection (6) and on the payment of any prescribed fee, the
registrar of the registry of deeds to which the notice is
submitted shall register it in that office.

            (8) Subsections 44(6), (7), (8), (10) and (11) and
Sections 45 and 46 apply mutatis mutandis to the notices
referred to in subsections (2) and (6).

            (9) Where a notice registered pursuant to subsection
(3) expires or a notice of its discharge is registered pursuant to
subsection (7), it is of no effect and the appropriate registrar
may cancel registration of the notice and any other notice that
relates to the same security interest in the registry of deeds.

            (10)    The debtor named in a notice registered
pursuant to subsection (3) or (7), and any person with a
registered interest in the land to which the notice relates, may
give a written demand to the secured party if

                (a) all of the obligations under the security
            agreement to which the notice relates have been
            performed;

                (b) the secured party has agreed to release part or
            all of the collateral described in the notice;

                (c) the description of the collateral contained in
            the notice includes an item or kind of property that is
            not collateral under a security agreement between the
            secured party and the debtor; or

                (d) no security agreement exists between the
            secured party and the debtor.

            (11)    A demand pursuant to subsection (10) may
require that the secured party, within thirty days after the
demand is given, submit for registration a notice pursuant to
subsection (6)

                (a) discharging the registration of the notice, in a
            case within clause (10)(a) or (d);

                (b) amending or discharging the registration of
            the notice to reflect the terms of the agreement, in a
            case within clause (10)(b); or

                (c) amending the collateral description in the
            notice to exclude items or kinds of property that are
            not collateral under a security agreement between the
            secured party and the debtor, in a case within clause
            (10)(c).

            (12)    Where a secured party fails to comply with a
demand made pursuant to subsection (10) within thirty days
after it is given, or fails to give to the person giving the demand
an order of the Court confirming that the registration need not
be amended or discharged, the person making the demand may
submit for registration the notice referred to in subsection (11)
and the registrar shall register the notice.

            (13)    A demand pursuant to subsection (10) may be
given in accordance with Section 70 or by registered mail
addressed to the address of the secured party as it appears on
the most recent notice registered pursuant to subsection (3) or
(7).

            (14)    On application by the secured party, the Court
may order that the registration

                (a) be maintained on any condition, and subject to
            Section 45, for any period of time; or

                (b) be discharged or amended.

            (15)    Subsection (12) does not apply to a
registration of a notice of a security interest provided for in a
trust indenture if the notice states that the security agreement
providing for the security interest is a trust indenture.

            (16)    In a case within subsection (15), where the
secured party fails to comply with a demand made pursuant to
subsection (10) within fifteen days after it is made, the person
making the demand may apply to the Court for an order
directing that the registration be amended or discharged.

            (17)    No fee or expense shall be charged by a
secured party for compliance with a demand made pursuant to
subsection (10) unless the charge was agreed to by the parties
before the demand was given.


         51 (1) In this Section,

                (a) "debtor" includes any person named as a
            debtor in a registered financing statement;

                (b) "secured party" includes any person named as
            a secured party in a registered financing statement.

            (2) Where a registration relates exclusively to a
security interest in consumer goods, the secured party shall
discharge the registration within thirty days after all
obligations under the security agreement creating the security
interest are performed, unless the registration lapses before the
expiry of that thirty-day period.

            (3) The debtor, or any person with an interest in
property that falls within the collateral description included in
a registered financing statement, may make a written demand
to the secured party if

                (a) all of the obligations under the security
            agreement to which the financing statement relates
            have been performed;

                (b) the secured party has agreed to release part or
            all of the collateral described in the collateral
            description included in the financing statement;

                (c) the collateral described in the collateral
            description included in the financing statement
            includes an item or kind of property that is not
            collateral under a security agreement between the
            secured party and the debtor; or

                (d) no security agreement exists between the
            secured party and the debtor.

            (4) A demand made pursuant to subsection (3) may
require that the secured party, within fifteen days after the
demand is made, register a financing change statement

                (a) discharging the registration, in a case within
            clause (3)(a) or (d);

                (b) amending or discharging the registration so as
            to reflect the terms of the agreement, in a case within
            clause (3)(b); or

                (c) amending the collateral description to exclude
            items or kinds of property that are not collateral under
            a security agreement between the secured party and the
            debtor, in a case within clause (3)(c).

            (5) Where a secured party fails to comply with a
demand made pursuant to subsection (3) within fifteen days
after it is made, or fails to give to the person making the
demand an order of the Court confirming that the registration
need not be amended or discharged, the person making the
demand may register the financing change statement referred
to in subsection (4).

            (6) A demand made pursuant to subsection (3) may be
given in accordance with Section 70 or by registered mail
addressed to the address of the secured party that was
registered as part of the financing statement.

            (7) On application by the secured party, the Court may
order that the registration

                (a) be maintained on any condition, and subject to
            Section 45, for any period of time; or

                (b) be discharged or amended.

            (8) Subsection (5) does not apply to the registration of
a security interest provided for in a trust indenture if the
registration discloses that the security agreement providing for
the security interest is a trust indenture.

            (9) In a case within subsection (8), where the secured
party fails to comply with a demand made pursuant to
subsection (3) within fifteen days after it is made, the person
making the demand may apply to the Court for an order
directing that the registration be amended or discharged.

            (10)    No fee or expense shall be charged by a
secured party for compliance with a demand made pursuant to
subsection (3) unless the charge was agreed to by the parties
before the demand was given.


         52 (1) Where a security interest is perfected by
registration and the debtor transfers all or part of the debtor's
interest in the collateral with the prior consent of the secured
party, the security interest in the transferred collateral is
subordinate to

                (a) an interest, other than a security interest in the
            transferred collateral, arising in the period from the
            expiry of the fifteenth day after the transfer to the time
            the secured party amends the registration to disclose
            the name of the transferee of the interest in the
            collateral as the new debtor or takes possession of the
            collateral;

                (b) a perfected security interest in the transferred
            collateral that is registered or perfected during the
            period referred to in clause (a); and

                (c) a perfected security interest in the transferred
            collateral that is registered or perfected after the
            transfer and before the expiry of the fifteenth day after
            the transfer if, before the expiry of the fifteen days,

                    (i) the registration of the security interest
                first referred to in this subsection is not amended
                to disclose the transferee of the interest in the
                collateral as the new debtor, or

                    (ii)    the secured party does not take possession
                of the collateral.

            (2) Where a security interest is perfected by
registration and the secured party has knowledge of

                (a) information required to register a financing
            change statement disclosing the transferee as the new
            debtor, where all or part of the debtor's interest in the
            collateral is transferred; or

                (b) the new name of the debtor, if there has been
            a change in the debtor's name,

the security interest, in the transferred collateral where clause
(a) applies, and in the collateral where clause (b) applies, is
subordinate to

                (c) an interest, other than a security interest, in
            that collateral, arising in the period from the expiry of
            the fifteenth day after the secured party has knowledge
            of the information referred to in clause (a) or the new
            name of the debtor to the time the secured party
            amends the registration to disclose the name of the
            transferee as the debtor or to disclose the new name of
            the debtor, or takes possession of the collateral;

                (d) a perfected security interest in the collateral
            that is registered or perfected in the period referred to
            in clause (c); and

                (e) a perfected security interest in the collateral
            that is registered or perfected after the secured party
            had knowledge of the information referred to in clause
            (a) or the new name of the debtor and before the expiry
            of the fifteenth day referred to in clause (c), if, before
            the expiry of the fifteen days,

                    (i) the registration of the security interest
                first referred to in this subsection is not amended
                to disclose the transferee of the collateral as the
                new debtor or to disclose the new name of the
                debtor, or

                    (ii)    the secured party does not take possession
                of the collateral.

            (3) This Section does not have the effect of
subordinating a prior security interest deemed by Section 75 to
be registered pursuant to this Act.

            (4) Where the debtor's interest in part or all of the
collateral is transferred by the debtor without the consent of the
secured party and there are one or more subsequent transfers
of the collateral without the consent of the secured party before
the secured party acquires knowledge of the name of the most
recent transferee of the collateral, the secured party shall be
deemed to have complied with subsection (2) if the secured
party registers a financing change statement not later than
fifteen days after acquiring knowledge of

                (a) the name of the most recent transferee of the
            collateral; and

                (b) the information required to register a
            financing change statement,

and the secured party need not register financing change
statements with respect to any intermediate transferee.


         53 (1) A person may bring action against Her Majesty in
right of the Province to recover loss or damage suffered by that
person because of an error or omission in the operation of the
Registry if the loss or damage resulted from reliance on a
printed search result issued by the Registry.

            (2) Her Majesty in right of the Province is not liable
directly or vicariously for loss or damage suffered by a person
because of

                (a) verbal advice given by the Registrar, a deputy
            registrar or an officer, employee or agent respecting
            this Act or the regulations or any other Act that
            provides for registration in the Registry or the
            regulations pursuant to that Act or the operation of the
            Registry unless the person bringing the action proves
            that the Registrar, deputy registrar, officer, employee
            or agent was not acting in good faith; or

                (b) the failure of the Registry to effect a
            registration or to effect a registration correctly.

            (3) No action for damages under this Section or
Section 54 lies against Her Majesty in right of the Province
unless it is commenced within

                (a) two years after the person entitled to bring the
            action first had knowledge of the loss or damage; or

                (b) ten years after the date the printed search
            result was issued,

whichever is earlier.

            (4) Notwithstanding the Proceedings Against the
Crown Act, no action may be brought against Her Majesty in
right of the Province, the Registrar, a deputy registrar or an
officer, employee or agent of the Registry for any error or
omission of the Registrar, deputy registrar, officer, employee or
agent of the Registry in respect of the discharge or purported
discharge of any duty or function under this Act or the
regulations or any other Act or the regulations pursuant to that
Act, except as provided in this Section and in Section 54.


         54 (1) An action for recovery of damages pursuant to
Section 53 brought by a trustee under a trust indenture or by a
person with an interest in a trust indenture shall be brought on
behalf of all persons with interests in the same trust indenture,
and the judgment in the action, except to the extent that it
provides for a subsequent determination of the amount of
damages suffered by each person, constitutes a judgment
between each person and Her Majesty in right of the Province
in respect of each error or omission.

            (2) In an action brought by a trustee under a trust
indenture or by a person with an interest in a trust indenture,
proof that each person relied on the search result is not
necessary if it is established that the trustee relied on the
search result, but no person is entitled to recover damages
under this Section if the person knows at the time of acquisition
of an interest in the collateral that the search result relied upon
by the trustee is incorrect.

            (3) In proceedings under this Section, the Court may
make any order that it considers appropriate in order to give
notice to the persons with an interest in the same trust
indenture.

            (4) Subject to subsection 55(1), the Court may order
payment of all or a portion of the damages awarded to
identified persons with interests in the same trust indenture at
any time after judgment, and the obligation of Her Majesty in
right of the Province to satisfy the judgment is satisfied to the
extent that payment is so made.


         55 (1) The total amount recoverable in a single action
pursuant to Section 53, and the total amount recoverable for all
claims in a single action pursuant to Section 54, shall not
exceed the amounts prescribed.

            (2) Where damages are paid to a claimant under this
Section, Her Majesty in right of the Province is subrogated to
the rights of the claimant against any person indebted to the
claimant whose debt to the claimant was the basis of the loss or
damage in respect of which the claim was paid.

            (3) Where the amount of the damages paid to a
claimant is less than the value of the interest the claimant
would have had if the error or omission had not occurred, the
right of subrogation under subsection (2) does not prejudice
the right of the claimant to recover in priority to Her Majesty
in right of the Province an amount equal to the difference
between the amount paid to the claimant and the value of the
interest the claimant would have had if the error or omission
had not occurred.

            (4) The Minister of Finance may, without action being
brought, pay out of the Consolidated Fund of the Province, the
amount of a claim against Her Majesty in right of the Province
when furnished with a report of the Registrar setting forth the
facts and the opinion of the Registrar that the claim is just and
reasonable.

            (5) Where an award of damages has been made in
favour of a claimant and the time for appeal has expired, or
when an appeal is taken and is disposed of, in whole or in part,
in favour of the claimant, the Minister of Finance shall
authorize payment out of the Consolidated Fund of the
Province, subject to subsection (1), of the amount specified in
the judgment in the manner specified in the judgment, including
the costs of the claimant if the judgment so provides.


                            PART V

                 DEFAULT RIGHTS AND REMEDIES

         56 (1) This Part does not apply to

                (a) a transaction referred to in subsection 4(2); or

                (b) a transaction between a pledgor and a
            pawnbroker.

            (2) In this Section, "secured party" includes a receiver.

            (3) The rights and remedies in this Part are
cumulative.

            (4) Subject to any other Act or rule of law to the
contrary, where the same obligation is secured by an interest in
land and by a security interest to which this Act applies, the
secured party may

                (a) proceed pursuant to this Part as to the
            personal property; or

                (b) proceed as to both the land and the personal
            property in which case the secured party shall proceed
            as against the personal property in accordance with
            the secured party's rights, remedies and obligations in
            respect of the land, as if the personal property were
            land, and this Part, except for subsections 59(3) to (7),
            does not apply.

            (5) Clause (4)(b) does not limit the rights of a secured
party who has a security interest in the personal property taken
before or after the security interest referred to in subsection
(4).

            (6) A secured party referred to in subsection (5)

                (a) has standing in proceedings taken pursuant to
            clause (4)(b); and

                (b) may apply to the Court for the conduct of a
            judicially supervised sale pursuant to clause (4)(b).

            (7) For the purpose of distributing the proceeds
realized from the sale of both land and personal property where
the purchase price is not allocated to each separately, the
amount that is attributable to the sale of the personal property
is that proportion of the total proceeds that the market value of
the personal property at the time of the sale bears to the market
value of the land and the personal property at the time of the
sale.

            (8) A security interest does not merge merely because
a secured party has reduced the claim to judgment.


         57 (1) In this Section, "secured party" includes a receiver.

            (2) Subject to subsection (4), where the debtor is in
default under a security agreement, the secured party has
against the debtor only

                (a) the rights and remedies provided in the
            security agreement;

                (b) the rights and remedies provided in this Part
            and Sections 37, 38 and 39; and

                (c) when in possession of the collateral, the rights
            and remedies provided in Section 18.

            (3) Subject to subsection (4), where the debtor is in
default under a security agreement, the debtor has against the
secured party the rights and remedies provided

                (a) in the security agreement;

                (b) by any other Act or rule of law not inconsistent
            with this Act; and

                (c) in this Part and in Section 18.

            (4) Except as provided in Sections 18, 60, 61 and 63,
no provision of Section 18 or Sections 58 to 67, to the extent
that the provision gives rights and remedies to the debtor or
imposes obligations on the secured party, can be waived or
varied by agreement or otherwise.


         58 (1) In this Section, "secured party" includes a receiver.

            (2) Where the debtor is in default under a security
agreement, the secured party may

                (a) notify a debtor on an intangible or chattel
            paper or an obligor on an instrument or security to
            make payment to the secured party whether or not the
            assignor was making collections on the collateral
            before the notification;

                (b) apply any money taken as collateral or paid to
            the secured party pursuant to clause (a) to the
            satisfaction of the obligation secured by the security
            interest; and

                (c) subject to Section 60, take control of any
            proceeds to which the secured party is entitled under
            Section 29.

            (3) A secured party who enforces a security interest by
giving notice in accordance with clause (2)(a) shall notify the
debtor within fifteen days after doing so.

            (4) A secured party may deduct reasonable collection
expenses from

                (a) amounts collected from a debtor on an
            intangible or chattel paper or from an obligor under
            an instrument; or

                (b) money held as collateral.


         59 (1) In this Section,

                (a) "dependant" means a person living with a
            debtor who is wholly or substantially dependent on the
            debtor for financial support;

                (b) "secured party" includes a receiver.

            (2) Subject to subsections (3) to (7), Sections 37, 38
and 39, the Bankruptcy and Insolvency Act (Canada) and any
other Act or rule of law requiring a secured party to give prior
notice of the intention to enforce a security interest, if the
debtor is in default under a security agreement,

                (a) the secured party has, unless otherwise agreed,
            the right to take possession of the collateral or
            otherwise enforce the security interest by any method
            permitted by law;

                (b) the secured party may, if the collateral is
            goods of a kind that cannot be readily moved from the
            debtor's premises or of a kind for which adequate
            storage facilities are not readily available, seize or
            repossess the collateral without removing it from the
            debtor's premises in any manner by which a sheriff
            acting under an execution order may seize without
            removal, if the secured party's interest is perfected by
            registration pursuant to Section 26;

                (c) the secured party may, if clause (b) applies,
            dispose of the collateral on the debtor's premises but
            shall not cause the person in possession of the
            premises any greater inconvenience and cost than is
            necessarily incidental to the disposal; and

                (d) the secured party may, if the collateral is a
            document of title, proceed either as to the document of
            title or as to the goods covered by it, and any method
            of enforcement that is available with respect to the
            document of title is also available, mutatis mutandis,
            with respect to the goods covered by it.

            (3) Subject to subsection (7), a debtor may claim the
following items of collateral to be exempt from seizure by a
secured party:

                (a) furniture, household furnishings and
            appliances used by the debtor or a dependent to a
            realizable value of five thousand dollars or to any
            greater amount that may be prescribed;

                (b) one motor vehicle having a realizable value of
            not more than six thousand five hundred dollars at the
            time the claim for exemption is made, or not more than
            any greater amount that may be prescribed, if the
            motor vehicle is required by the debtor in the course of
            or to retain employment or in the course of and
            necessary to the debtor's trade, profession or
            occupation or for transportation to a place of
            employment where public transportation facilities are
            not reasonably available;

                (c) medical or health aids necessary to enable the
            debtor or a dependent to work or to sustain health;

                (d) consumer goods in the possession and use of
            the debtor or a dependent if, on application, the Court
            determines that

                    (i) the loss of the consumer goods would
                cause serious hardship to the debtor or dependent,
                or

                    (ii)    the costs of seizing and selling the goods
                would be disproportionate to the value that would
                be realized.

            (4) A dependant may claim an item of collateral within
clause (3)(a), (c) or (d) to be exempt from seizure but a claim
may not be made by both a debtor and a dependant with respect
to an item of the same kind.

            (5) Where a claim for exemption is made pursuant to
clause (3)(a) or (b) and the realizable value of the collateral
for which the claim is made exceeds the maximum amount of the
exemption specified in those clauses, the secured party may
seize the collateral.

            (6) A secured party who seizes collateral in the
circumstances referred to in subsection (5) shall dispose of it
in accordance with Section 60 and shall pay to the debtor an
amount equivalent to the maximum amount of the exemption,
whether or not the proceeds of the disposition exceed that
maximum amount.

            (7) Clauses (3)(a) to (c) and subsections (4), (5) and
(6) do not apply in relation to goods that are subject to a
purchase money security interest held by the secured party
against whom the claim to exemption is made.


         60 (1) In subsections (2), (7) and (15), "secured party"
includes a receiver.

            (2) After seizing or repossessing the collateral, a
secured party may dispose of it in its existing condition or after
repair, processing or preparation for disposition.

            (3) The proceeds of the disposition of collateral shall
be applied consecutively to

                (a) the reasonable expenses of seizing,
            repossessing, holding, repairing, processing or
            preparing for disposition and disposing of the
            collateral and any other reasonable expenses incurred
            by the secured party; and

                (b) the satisfaction of the obligations secured by
            the security interest of the party making the
            disposition.

            (4) Any surplus proceeds of the disposition of
collateral shall be dealt with in accordance with Section 61.

            (5) Collateral may be disposed of

                (a) by private sale;

                (b) by public sale, including public auction or
            closed tender;

                (c) as a whole or in commercial units or parts; or

                (d) if the security agreement so provides, by lease.

            (6) Where the security agreement so provides, the
payment for the collateral being disposed of may be deferred.

            (7) The secured party may delay disposition of the
collateral, in whole or in part.

            (8) Not less than twenty days before disposition of the
collateral, the secured party shall give a notice to

                (a) the debtor and any other person who is known
            by the secured party to be an owner of the collateral;

                (b) each creditor or person with a security interest
            in the collateral whose security interest is subordinate
            to that of the secured party and

                    (i) who has registered, before the notice of
                disposition is given to the debtor, a financing
                statement that includes the name of the debtor or
                that includes the serial number of the collateral if
                the collateral is goods of a kind that are
                prescribed as serial numbered goods, or

                    (ii)    whose security interest was perfected by
                possession when the secured party seized or
                repossessed the collateral;

                (c) each judgment creditor whose interest in the
            collateral is subordinate to that of the secured party
            and who has registered, before the notice of
            disposition is given to the debtor, a notice of judgment
            that includes the name of the debtor or that includes
            the serial number of the collateral if the collateral is
            goods of a kind that are prescribed as serial numbered
            goods; and

                (d) any other person with an interest in the
            collateral who has given a written notice to the secured
            party of that person's interest in the collateral before
            the notice of disposition is given to the debtor.

            (9) A notice pursuant to subsection (8) shall contain

                (a) a description of the collateral;

                (b) a statement of the amount required to satisfy
            the obligation secured by the security interest;

                (c) a statement of the sum actually in arrears,
            exclusive of the operation of an acceleration clause in
            the security agreement;

                (d) a brief description of any default, other than
            non-payment, including the term of the security
            agreement, the breach of which constituted the default;

                (e) a statement of the amount of the expenses
            referred to in clause (3)(a) or, where the amount has
            not been determined, a reasonable estimate;

                (f) a statement that any person entitled to receive
            the notice may redeem the collateral on payment of the
            amount due under clauses (b) and (e);

                (g) a statement that the debtor may reinstate the
            security agreement on payment of the sum actually in
            arrears exclusive of the operation of an acceleration
            clause in the security agreement, the curing of any
            other default and payment of the amount of the
            expenses due under clause (3)(a);

                (h) a statement that the collateral will be disposed
            of and the debtor may be liable for a deficiency unless
            the collateral is redeemed or the security agreement is
            reinstated; and

                (i) a statement of the date, time and place of any
            sale by public auction, or the place to which closed
            tenders may be delivered and the date after which
            closed tenders will not be accepted, or the date after
            which any private disposition of the collateral is to be
            made.

            (10)    Where a notice pursuant to subsection (8) is
given to a person other than the debtor, it need not contain the
information in clauses (9)(c), (g) and (h) and, where the debtor
is not entitled to reinstate the security agreement, the notice to
the debtor need not contain the information in clauses (9)(c)
and (g).

            (11)    Not less than twenty days before the disposition
of the collateral, a receiver shall give a notice to

                (a) the debtor and, where the debtor is a body
            corporate, a director of the body corporate;

                (b) any other person who is known by the secured
            party to be an owner of the collateral;

                (c) a person referred to in clause (8)(b);

                (d) a creditor referred to in clause (8)(c); and

                (e) any other person with an interest in the
            collateral who has given a written notice to the
            receiver of that person's interest in the collateral
            before the notice of disposition is given to the debtor.

            (12)    A notice pursuant to subsection (11) shall
contain

                (a) a description of the collateral;

                (b) a statement that the collateral will be disposed
            of unless it is redeemed; and

                (c) a statement of the date, time and place of any
            sale by public auction, or the place to which closed
            tenders may be delivered and the date after which
            closed tenders will not be accepted, or the date after
            which any private disposition of the collateral is to be
            made.

            (13)    A notice pursuant to subsection (8) or (11) may
be given in accordance with Section 70 or, where it is to be
given to a person who has registered a financing statement or
a notice of judgment, by registered mail addressed to the
address of that person that was registered as part of the
financing statement or notice of judgment.

            (14)    The secured party may purchase the collateral
or any part of it but only at public sale, including public
auction or closed tender, and only for a price that bears a
reasonable relationship to the market value of the collateral.

            (15)    Where a secured party disposes of collateral to
a purchaser for value and in good faith who takes possession
of it, the purchaser acquires the collateral, whether or not the
requirements of this Section have been complied with by the
secured party, free from

                (a) the interest of the debtor;

                (b) an interest subordinate to that of the debtor;
            and

                (c) an interest subordinate to that of the secured
            party,

and all obligations secured by the subordinate interests are
deemed to be performed for the purpose of Sections 50 and 51.

            (16)    Subsection (15) does not affect the rights of a
person with a security interest that is deemed by Section 75 to
be registered pursuant to this Act if the person has not been
given a notice pursuant to this Section.

            (17)    A person who is liable to a secured party under
a guarantee, endorsement, covenant, repurchase agreement or
the like and who receives a transfer of collateral from the
secured party or who is subrogated to the rights of the secured
party has thereafter the rights and duties of the secured party,
and the transfer of collateral is not a disposition of the
collateral.

            (18)    Notice under subsection (8) or (11) need not be
given if

                (a) the collateral is perishable;

                (b) the secured party believes on reasonable
            grounds that the collateral will decline substantially in
            value if not disposed of immediately after default;

                (c) the cost of care and storage of the collateral is
            disproportionately large relative to its value;

                (d) the collateral is of a type that is customarily
            sold on an organized market that handles large
            volumes of transactions between many different sellers
            and many different buyers;

                (e) the collateral is money, other than a medium of
            exchange authorized by the Parliament of Canada as
            part of the currency of Canada;

                (f) for any other reason, the Court, on an
            application made without notice to any other person,
            is satisfied that a notice is not required; or

                (g) after default, every person entitled to receive
            a notice of disposition under subsection (8) or (11)
            consents in writing to the immediate disposition of the
            collateral.


         61 (1) In this Section, "secured party" includes a receiver.

            (2) Where a security agreement secures an
indebtedness and the secured party has dealt with the collateral
pursuant to Section 58, or has disposed of it, the secured party
shall account for any surplus and shall, subject to subsection
(5) or the agreement otherwise of all interested persons, pay
any surplus in the following order to

                (a) a creditor or person with a security interest in
            the collateral whose security interest is subordinate to
            that of the secured party and

                    (i) who has registered, before the distribution
                of the surplus, a financing statement that includes
                the name of the debtor or that includes the serial
                number of the collateral if the collateral is goods
                of a kind that are prescribed as serial numbered
                goods, or

                    (ii)    whose security interest was perfected by
                possession when the secured party seized or
                repossessed the collateral;

                (b) a judgment creditor whose interest in the
            collateral is subordinate to that of the secured party
            and who has registered, before the distribution of the
            surplus, a notice of judgment that includes the name of
            the debtor or that includes the serial number of the
            collateral if the collateral is goods of a kind that are
            prescribed as serial numbered goods;

                (c) any other person with an interest in the surplus
            who has given a written notice to the secured party of
            that person's interest before the distribution of the
            surplus; and

                (d) the debtor and any other person who is known
            by the secured party to be an owner of the collateral.

            (3) The priority of the claim of any person referred to
in subsection (2) is not prejudiced by payment to anyone in
accordance with that subsection.

            (4) Within thirty days after receipt of a written request
for an accounting from a person referred to in subsection (2),
the secured party shall give to that person a written accounting
of

                (a) the amount received from the disposition of
            any collateral or any amount collected under Section
            58;

                (b) the manner in which the collateral was
            disposed of;

                (c) the amount of expenses as provided in clauses
            18(3)(a) and 60(3)(a) and subsection 58(4);

                (d) the distribution of the amount received from
            the disposition or collection; and

                (e) the amount of any surplus.

            (5) Where there is a question as to who is entitled to
receive payment under subsection (2), the secured party may
pay the surplus into the Court and the surplus shall not be paid
out except on an application pursuant to Section 68 by a person
claiming an entitlement to it.

            (6) Unless otherwise agreed, or unless otherwise
provided in this or any other Act, the debtor is liable to pay any
deficiency to the secured party.


         62 (1) After default, the secured party may propose to
take the collateral in satisfaction of the obligation secured by
it and shall give notice of the proposal to

                (a) the debtor or any other person who is known
            by the secured party to be an owner of the collateral;

                (b) a creditor or person with a security interest in
            the collateral whose security interest is subordinate to
            that of the secured party and

                    (i) who has registered, before the notice of
                the proposal is given to the debtor, a financing
                statement that includes the name of the debtor or
                that includes the serial number of the collateral if
                the collateral is goods of a kind that are
                prescribed as serial numbered goods, or

                    (ii)     whose security interest was perfected by
                possession when the secured party seized or
                repossessed the collateral;

                (c) a judgment creditor whose interest in the
            collateral is subordinate to that of the secured party
            and who has registered, before the notice of the
            proposal is given to the debtor, a notice of judgment
            that includes the name of the debtor or that includes
            the serial number of the collateral if the collateral is
            goods of a kind that are prescribed as serial numbered
            goods; and

                (d) any other person with an interest in the
            collateral who has given a written notice to the secured
            party of that person's interest before the notice of the
            proposal is given to the debtor.

            (2) Where the interest in the collateral of any person
entitled to a notice under subsection (1) would be adversely
affected by the secured party's proposal, that person may give
to the secured party a notice of objection within fifteen days
after the notice under subsection (1) is given.

            (3) Subject to subsections (6) and (7), where a notice
of objection is given pursuant to subsection (2), the secured
party shall dispose of the collateral pursuant to Section 60.

            (4) Where no notice of objection is given pursuant to
subsection (2), the secured party

                (a) is deemed, on the expiry of the fifteen-day
            period or periods referred to in subsection (2), to have
            irrevocably elected to take the collateral in satisfaction
            of the obligation secured by it; and

                (b) may hold or dispose of the collateral free from
            all rights and interests of the debtor and any person
            entitled to receive a notice under clause (1)(b), (c) or
            (d) who has been given the notice,

and all obligations secured by such interests are deemed to
have been performed for the purpose of Sections 50 and 51.

            (5) A notice of a proposal pursuant to subsection (1)
and a notice of objection pursuant to subsection (2) may be
given in accordance with Section 70 or, where the notice is to
be given to a person who has registered a financing statement
or a notice of judgment, by registered mail addressed to the
address of that person that was registered as part of the
financing statement or notice of judgment.

            (6) The secured party may require any person who has
made an objection to the proposal to furnish proof of that
person's interest in the collateral and, unless the person
furnishes the proof within ten days after the secured party's
request, the secured party may proceed as if no objection had
been made by that person.

            (7) On application by a secured party, the Court may
determine that an objection to the proposal of a secured party
is ineffective because

                (a) the person made the objection for a purpose
            other than the protection of an interest in the collateral
            or in the proceeds of a disposition of the collateral; or

                (b) the market value of the collateral is less than
            the total amount owing to the secured party together
            with the estimated expenses recoverable under clause
            60(3)(a).

            (8) Where a secured party disposes of collateral to a
purchaser for value and in good faith who takes possession of
it, the purchaser acquires the collateral, whether or not the
requirements of this Section have been complied with by the
secured party, free from

                (a) the interest of the debtor and the secured
            party; and

                (b) any interest subordinate to that of the debtor
            and the secured party,

and all obligations secured by the subordinate interests are
deemed to have been performed for the purpose of Sections 50
and 51.

            (9) Subsection (8) does not affect the rights of a person
with a security interest that is deemed by Section 75 to be
registered pursuant to this Act if the person has not been given
a notice pursuant to subsection (1).


         63 (1) In subsection (2), "secured party" includes a
receiver.

            (2) At any time before the secured party has disposed
of the collateral or contracted for its disposition pursuant to
Section 60, or before the secured party is deemed to have
irrevocably elected to retain the collateral under Section 62,
any person entitled to receive a notice of disposition under
subsection 60(8) or (11) may redeem the collateral, unless that
person has otherwise agreed in writing after default, by
tendering fulfillment of the obligations secured by the security
interest, together with a sum equal to the reasonable expenses
referred to in clause 60(3)(a) to the extent that such expenses
have actually been incurred by the secured party.

            (3) Where more than one person elects to redeem
pursuant to subsection (2), the priority of their rights to redeem
is the same as the priority of their respective interests.

            (4) At any time before the secured party has disposed
of the collateral or contracted for its disposition pursuant to
Section 60, or before the secured party is deemed to have
irrevocably elected to retain the collateral pursuant to Section
62, the debtor, other than a guarantor or indemnitor, may
reinstate the security agreement, unless the debtor has
otherwise agreed in writing after default, by

                (a) paying the sum actually in arrears, exclusive
            of the operation of an acceleration clause in the
            security agreement;

                (b) curing any other default by reason of which
            the secured party intends to dispose of the collateral;
            and

                (c) paying a sum equal to the reasonable expenses
            referred to in clause 60(3)(a) to the extent that such
            expenses have actually been incurred by the secured
            party.

            (5) Unless otherwise agreed, the debtor may not
reinstate a security agreement

                (a) more than twice, if the security agreement
            provides for payment in full by the debtor within twelve
            months after value was given by the secured party; or
            (b) more than twice each year, if the security
         agreement provides for payment by the debtor during a
         period of time of more than one year after value was given
         by the secured party.


         64 (1) In this Section, "secured party" includes a receiver.

            (2) On application by a debtor, a creditor of a debtor,
a secured party, a sheriff or any person with an interest in the
collateral, the Court may

                (a) make any order, including a binding
            declaration of a right and injunctive relief, that is
            necessary to ensure compliance with this Part or
            Sections  18, 37, 38 and 39;

                (b) give directions to any person regarding the
            exercise of rights or the discharge of obligations under
            this Part or Sections 18, 37, 38 and 39;

                (c) relieve a person from compliance with the
            requirements of this Part or Sections 18, 37, 38 and
            39;

                (d) stay enforcement of rights provided in this Part
            or Sections 18, 37, 38 and 39; or

                (e) make any order necessary to ensure protection
            of the collateral or of the interest of any person in the
            collateral.


         65 (1) A security agreement may provide for the
appointment of a receiver and, except as provided in this or any
other Act, may provide for the receiver's rights and duties.

            (2) A receiver shall

                (a) take custody and control of the collateral in
            accordance with the security agreement or order under
            which the receiver was appointed, but unless appointed
            a receiver-manager or unless the Court orders other-
            wise, shall not carry on the business of the debtor;

                (b) as soon as possible and not later than ten days
            after becoming a receiver, register a notice in the
            Registry in accordance with the regulations disclosing
            the appointment and specifying an office in the
            Province where the records referred to in clause (d)
            shall be maintained;

                (c) open and maintain, in the receiver's name as
            receiver, one or more accounts at a bank, credit union
            or similar financial institution for the deposit of all
            money coming under the receiver's control as receiver;

                (d) keep records, in accordance with accepted
            accounting practices, of all receipts, expenditures and
            transactions involving collateral or other property of
            the debtor;

                (e) unless a different interim period is ordered by
            the Court, prepare at least once in every six-month
            period after the date of the appointment financial
            statements of the receivership administration;

                (f) indicate on every business letter, invoice,
            contract or similar document used or executed in
            connection with the receivership that the receiver is
            acting as a receiver;

                (g) on completion of the receiver's duties as
            receiver, prepare a final report and final statements of
            the financial accounts of the receivership
            administration and send copies immediately to the
            debtor and, where the debtor is a body corporate, to
            the directors of the debtor; and

                (h) on termination of the receivership, discharge
            the registration made pursuant to clause (b).

            (3) The debtor and, where the debtor is a body
corporate, a director of the debtor, or the authorized
representative of any of them, may require the receiver, by a
demand in writing delivered to the receiver, to make available
for inspection the records referred to in clause (2)(d) during
regular business hours at the office of the receiver specified in
accordance with clause (2)(b).

            (4) The debtor and, where the debtor is a body
corporate, a director of the debtor, a sheriff, a person with an
interest in the collateral in the custody or control of the
receiver, or the authorized representative of any of them, may
require the receiver, by a demand in writing delivered to the
receiver, to provide copies of the financial statements referred
to in clause (2)(e) or the final report and final statements of the
financial accounts referred to in clause (2)(g) or to make them
available for inspection during regular business hours at the
office of the receiver specified in accordance with clause (2)(b).

            (5) The receiver shall comply with a demand made
pursuant to subsection (3) or (4) within ten days after receipt
of the demand.

            (6) The receiver may require the payment in advance
of a fee in the amount prescribed for each demand, but the
sheriff and the debtor or, where the debtor is a body corporate,
a director of the debtor, are entitled to inspect or to receive a
copy of the financial statements and final account without
charge.

            (7) On application by an interested person, the Court
may

                (a) appoint a receiver;

                (b) remove, replace or discharge a receiver,
            whether appointed by the Court or in accordance with
            a security agreement;

                (c) give directions on any matter relating to the
            duties of a receiver;

                (d) approve the accounts and fix the remuneration
            of a receiver;

                (e) make an order requiring a receiver or a person
            by or on behalf of whom the receiver is appointed to
            make good a default in connection with the receiver's
            custody, management or disposition of the collateral of
            the debtor or to relieve the person from any default on
            such terms as the Court thinks fit, notwithstanding
            anything contained in a security agreement or other
            document providing for the appointment of a receiver;

                (f) exercise with respect to receivers appointed in
            accordance with a security agreement the jurisdiction
            that it has over receivers appointed by the Court.

            (8) The powers referred to in subsection (7) and in
Section 64 are in addition to any other powers the Court may
exercise in its jurisdiction over receivers.

            (9) Unless the Court orders otherwise, a receiver is
required to comply with Sections 60 and 61 only when the
receiver deals with or disposes of the collateral other than in
the course of operating the business of a debtor.


                           PART VI

                  GENERAL AND MISCELLANEOUS

         66 (1) The principles of the common law, equity and the
law merchant, except in so far as they are inconsistent with this
Act, supplement this Act and continue to apply.

            (2) All rights and obligations arising under this Act,
any other applicable law or a security agreement shall be
exercised and discharged in good faith and in a commercially
reasonable manner.

            (3) A person does not act in bad faith merely because
that person acts with knowledge of the interest of some other
person.


         67 (1) In this Section, "secured party" includes a receiver.

            (2) Where a person fails, without reasonable excuse,
to discharge any obligations imposed on that person by this
Act, the person to whom the obligation is owed has the right to
recover any loss or damage that was reasonably foreseeable as
liable to result from the failure.

            (3) Where a secured party fails, without reasonable
excuse, to comply with obligations

                (a) in subsection 44(11) or Section 50 or 51; or

                (b) in Section 18, 19, 60, 61 or 62 and the
            collateral is consumer goods,

the debtor, or, in a case of non-compliance with subsection
44(11) or Section 50 or 51, the person named as debtor in a
financing statement, is deemed to have suffered damages not
less than the amount prescribed.

            (4) Where a debtor or other person with an interest in
land or collateral causes the registration of a notice referred
to in subsection 50(12) or registers a financing statement
referred to in subsection 51(5) without authority under those
subsections and without reasonable excuse, the secured party
referred to in those subsections is deemed to have suffered
damages not less than the amount prescribed.

            (5) In an action for a deficiency, the debtor may raise
as a defence the failure of the secured party to comply with
obligations in Section 18, 19, 60 or 61, but non-compliance
limits the right to the deficiency only to the extent that it has
affected the debtor's ability to protect the debtor's interest in
the collateral or has made the accurate determination of the
deficiency impracticable.

            (6) Where a secured party fails to comply with
obligations in Section 18, 19, 60 or 61, the onus is on the
secured party to show that the failure

                (a) did not affect the debtor's ability to protect the
            debtor's interest in the collateral by redemption or
            reinstatement of the security agreement, or otherwise,
            if the collateral is consumer goods; and

                (b) did not make the accurate determination of the
            deficiency impracticable.

            (7) Except as otherwise provided in this Act, a
provision in a security agreement or any other agreement is
void if it purports to exclude an obligation or an onus imposed
by this Act or purports to limit the liability of or the amount of
damages recoverable from a person who has failed to
discharge an obligation imposed by this Act.


         68 On application by an interested person, the Court may
make an order

            (a) determining questions of priority or entitlement to
         collateral;

            (b) directing an action to be brought or an issue to be
            tried;

            (c) extending or abridging, conditionally or otherwise,
         the time periods for compliance specified in Section 12,
         subsections 37(18), 39(16) and 44(11) or in Part V.


         69 An appeal lies to the Nova Scotia Court of Appeal from
an order, judgment or direction of the Court made pursuant to
this Act.


         70 (1) A verification statement pursuant to subsection
44(11) and a notice or a demand given pursuant to this Act,
other than a demand pursuant to Section 19, may be given to

                (a) an individual, by leaving it with the individual
            or by sending it by registered mail addressed to

                    (i) the individual by name at the individual's
                residence, or

                    (ii)    where the individual is the sole proprietor
                of a business, the individual by name at the
                address of the business;

                (b) a partnership by

                    (i) leaving it with

                        (A) one or more of the partners or, where
                    the partnership is a limited partnership, one
                    or more of the general partners, or

                        (B) any person who has control or
                    management of the partnership business when
                    the notice or demand is delivered, or

                    (ii)    sending it by registered mail addressed to

                        (A) the partnership,

                        (B) one or more of the partners or, where
                    the partnership is a limited partnership, one
                    or more of the general partners, or

                        (C) any person who has control or
                    management of the partnership business when
                    the notice or demand is given,

                at the address of the partnership business;

                (c) a body corporate, other than a municipality, by

                    (i) leaving it with an officer or director of the
                body corporate or person in charge of any office
                or place of business of the body corporate, or

                    (ii)    leaving it, or sending it by registered mail
                addressed to the body corporate, at its registered
                or head office,

                (d) a municipality by

                    (i) leaving it with the mayor, deputy mayor,
                warden, deputy warden, clerk or any solicitor of
                the municipality, or

                    (ii)    sending it by registered mail addressed to
                the municipality, or to the mayor, deputy mayor,
                warden, deputy warden, clerk or any solicitor of
                the municipality, at the principal office of the
                municipality;

                (e) an unincorporated association by

                    (i) leaving it with an officer of the association
                or person in charge of any office or premises
                occupied by the association, or

                    (ii)    sending it by registered mail addressed to
                an officer of the association at the address of the
                officer; and

                (f) Her Majesty in right of the Province in
            accordance with the Proceedings Against the Crown
            Act.

            (2) A notice or demand sent by registered mail is
deemed to be given

                (a) when the addressee actually receives the notice
            or demand; or

                (b) except when postal services are not
            functioning, on the expiry of ten days after the date of
            registration,

whichever is earlier.


         71 (1) Where there is a conflict between a provision of
this Act and a provision for the protection of consumers in any
other Act, the provision of that Act prevails.

            (2) Except as otherwise provided in this or any other
Act, where there is a conflict between a provision of this Act
and a provision of any other Act other than an Act for the
protection of consumers, the provision of this Act prevails.


         72 (1) The Governor in Council may make regulations

                (a) prescribing the kinds of goods the leases of
            which are not within the scope of this Act;

                (b) prescribing duties and powers of the
            Registrar;

                (c) respecting the Registry and its operation,
            including the location and hours of the offices of the
            Registry;

                (d) respecting any matters relating to fees payable
            in relation to registrations, searches or any other
            matter under this Act or the regulations, including the
            amount of the fees and their manner of payment;

                (e) respecting the data to be entered in the
            Registry to effect, renew, discharge or otherwise amend
            a registration authorized by this Act and any other
            matters relating to registrations under this Act;

                (f) respecting the data to be entered in the
            Registry to effect, renew, discharge or otherwise amend
            the registration of interests or notices authorized by
            any other Act to be registered in the Registry and any
            other matters relating to those interests or notices and
            their registration, including the application of any
            provision of this Act or the regulations;

                (g) respecting the form, content and manner of use
            of notices under this Act, including notices authorized
            to be registered in a registry of deeds by Section 50;

                (h) respecting the description of collateral,
            including proceeds collateral, that is to be included in
            financing statements and financing change statements
            and prescribing the kinds of goods that may be
            described in part by serial number and the kinds of
            goods that must be described in part by serial number
            and the requirements of a description by serial
            number;

                (i) respecting the time, place and all other matters
            relating to searches of the records of the Registry,
            including the method of disclosure and the form of
            search results;

                (j) respecting any matters relating to the form,
            use and manner of obtaining or sending printed or
            electronic verification statements or notices of a
            registration;

                (k) prescribing abbreviations, expansions or
            symbols that may be used in search results and in
            financing statements, financing change statements or
            other data authorized by this Act or the regulations to
            be entered in the Registry to effect a registration;

                (l) respecting the length of time during which a
            registration is to be effective and the manner in which
            the period of time is to be specified;

                (m) respecting re-registrations pursuant to
            subsection 36(7);

                (n) prescribing, for the purpose of subsection
            55(1), the maximum total amount recoverable in a
            single action pursuant to Section 53 and the maximum
            total amount recoverable for all claims in a single
            action pursuant to Section 54;

                (o) prescribing amounts for the purpose of
            subsections 19(16), 65(6), 67(3) and (4);

                (p) respecting any matter relating to an agreement
            entered into by the Registrar pursuant to subsection
            44(2) including the rights and obligations of the
            parties to such an agreement;

                (q) respecting forms for the purpose of this Act
            and the regulations;

                (r) prescribing any matter required or authorized
            by this Act to be prescribed;

                (s) defining any word or expression used in this
            Act and not defined in this Act, and redefining, for the
            purpose of the registration of interests or notices
            authorized by any other Act to be registered in the
            Registry, any word or expression defined in this Act;

                (t) respecting any matter or thing the Governor in
            Council considers necessary or advisable to carry out
            effectively the intent and purpose of this Act.

            (2) A regulation made pursuant to subsection (1) may
be made in respect of different persons, transactions, classes of
persons or classes of transactions.

            (3) A power to make a regulation pursuant to this
Section includes the power to make regulations in respect of
any interests or notices that are authorized by or pursuant to
any Act, other than this Act, to be registered in the Registry and
the registration of such interests or notices, and this Section
shall be given effect, mutatis mutandis, to achieve this purpose.

            (4) The exercise by the Governor in Council of the
authority contained in this Section is regulations within the
meaning of the Regulations Act.


                           PART VII

           TRANSITIONAL, CONSEQUENTIAL AMENDMENTS,
                REPEALS AND COMING INTO FORCE

         73 (1) A reference to the Assignment of Book Debts Act,
the Bills of Sale Act, the Conditional Sales Act or the
Corporations Securities Registration Act in any enactment
other than this Act or a regulation made pursuant to this Act or
in any agreement or other writing that relates to a security
interest is deemed to be a reference to this Act or to the
corresponding provision of this Act.

            (2) A reference to a bill of sale, chattel mortgage,
conditional sales contract, fixed charge, floating charge,
pledge or assignment of book debts or the like, or any
derivative of those terms, or to any other agreement or
transaction that creates or provides for a security interest in
any enactment other than this Act or a regulation made
pursuant to this Act, or in any agreement or other writing is
deemed to be a reference to the corresponding kind of security
agreement under this Act.


         74 (1) In this Section and Section 75,

                (a) "prior law" means the law in force immediately
            before the coming into force of this Act and includes
            prior registration law;

                (b) "prior registration law" means the Assignment
            of Book Debts Act, the Bills of Sale Act, the
            Conditional Sales Act and the Corporations Securities
            Registration Act as they read immediately before the
            coming into force of this Act.

            (2) Except as otherwise provided, this Act applies to

                (a) every security agreement entered into after the
            coming into force of this Act, including an agreement
            that renews, extends or consolidates an agreement
            entered into before the coming into force of this Act;

                (b) every security agreement entered into before
            the coming into force of this Act that has not been
            validly terminated in accordance with prior law before
            the coming into force of this Act;

                (c) every prior security interest that is not
            enforced or otherwise validly terminated in accordance
            with prior law before the coming into force of this Act;
            and

                (d) a receiver appointed before or after the
            coming into force of this Act.

            (3) Sections 11 and 12 do not apply to a security
agreement referred to in clause (2)(b).

            (4) The validity of a prior security interest is governed
by prior law.

            (5) The order of priorities

                (a) between prior security interests is determined
            by prior law, if all the competing security interests
            arose under security agreements entered into before
            the coming into force of this Act; and

                (b) between a prior security interest and the
            interest of a third party is determined by prior law, if
            the third party interest arose before the coming into
            force of this Act and the security interest arose under
            a security agreement entered into before the coming
            into force of this Act.

            (6) Subject to subsection (3) and Section 75, the order
of priorities

                (a) between a security interest arising after the
            coming into force of this Act and a prior security
            interest is determined by this Act; and

                (b) between a security interest arising after the
            coming into force of this Act and the interest of a third
            party arising before the coming into force of this Act is
            determined by this Act.

            (7) Notwithstanding the coming into force of this Act
and the repeal of prior registration law, prior law is deemed to
continue in force and registrations made pursuant to prior
registration law remain searchable to the extent necessary to
give effect to this Section and Section 75.


         75 (1) Except as otherwise provided in this Section, a
prior security interest that immediately before the coming into
force of this Act was covered by an unexpired registration
pursuant to prior registration law is deemed to have been
registered and perfected pursuant to this Act as of the time of
registration pursuant to prior registration law.

            (2) Subject to this Act, the registered and perfected
status of a prior security interest referred to in subsection (1)
continues until the expiration of its registration pursuant to
prior registration law or the expiration of three years after the
coming into force of this Act, whichever is earlier, or, where the
registration pursuant to prior registration law does not expire,
until the expiration of three years after the coming into force of
this Act, and may be further continued by registration pursuant
to this Act if the prior security interest could have been
perfected by registration pursuant to this Act had the security
interest attached after the coming into force of this Act.

            (3) A prior security interest is covered by an unexpired
registration pursuant to prior registration law within the
meaning of subsections (1) and (2) only if the requirements of
prior registration law were complied with and regardless of
whether or not the requirements for perfection of the security
interest under this Act would have been met had the
registration been made pursuant to this Act.

            (4) A prior security interest that under prior law had
the status of a perfected security interest without registration
and without the secured party taking possession of the
collateral is deemed to be perfected pursuant to this Act as of
the time the security interest was created.

            (5) The perfected status of a prior security interest
referred to in subsection (4) continues only for three years after
the coming into force of this Act but may be further continued
by perfection pursuant to this Act if the prior security interest
could have been perfected pursuant to this Act had the security
interest attached after the coming into force of this Act.

            (6) For the purpose of subsection (4), a prior security
interest had the status of a perfected security interest under
prior law if the secured party complied with prior law relating
to the creation and continuance of the security interest and the
security interest had a status under prior law similar to that of
an equivalent security interest created and perfected pursuant
to this Act in relation to the interest of other secured parties,
buyers, creditors of the debtor or a trustee in bankruptcy of the
debtor.

            (7) A prior security interest in the form of an
assignment of existing or future debts to which the Assignment
of Book Debts Act did not apply is deemed to be perfected

                (a) for the purpose of subsection 21(1), as of the
            time the security interest was created; and

                (b) for all other purposes under this Act, as of the
            time notice of the assignment is given to the account
            debtor.

            (8) The perfected status of a prior security interest
referred to in subsection (7) continues only for three years after
the coming into force of this Act but may be continued by
perfection pursuant to this Act if the prior security interest
could have been perfected pursuant to this Act had the security
interest attached after the coming into force of this Act.

            (9) A prior security interest that, on the coming into
force of this Act, could have been but was not

                (a) registered pursuant to prior registration law;
            or

                (b) perfected pursuant to prior law through
            possession of the collateral by the secured party,

may be perfected pursuant to this Act if it is a security interest
that could have been perfected pursuant to this Act had the
security interest attached after the coming into force of this Act.

            (10)    A prior security interest that under this Act
may be perfected by the secured party taking possession of the
collateral is deemed to be perfected for the purpose of this Act
when possession of the collateral is taken in accordance with
Section 25 whether or not possession was taken before or after
the coming into force of this Act and notwithstanding that
under prior law the security interest could not have been
perfected by taking possession of the collateral.

            (11)    A prior security interest, that, immediately
before the coming into force of this Act, is covered by an
unexpired registration under prior registration law but that has
the status of a perfected security interest under this Act without
registration or the secured party taking possession of the
collateral, remains perfected under this Act.

            (12)    A prior security interest, that, immediately
before the coming into force of this Act, could have been, but
was not, covered by a registration under prior registration law
but that, under this Act, may be perfected without registration
or the secured party taking possession of the collateral, is
perfected under this Act if all the requirements for perfection of
a security interest under this Act are met.

            (13)    Where the perfection of a prior security
interest that is deemed registered or perfected under this
Section is continued by registration pursuant to this Act,

                (a) registration pursuant to this Act continues any
            registration or perfected status under prior law for the
            purpose of subsection 74(5); and

                (b) the registration supersedes any registration or
            perfection under prior law.


         76 Section 13 of Chapter 7 of the Revised Statutes, 1989,
the Agriculture and Rural Credit Act, is amended by adding
"(1)" immediately after the Section number and adding the
following subsection:

            (2) Notwithstanding subsection (1), that subsection
         does not apply with respect to property where an interest in
         that property may be perfected or registered pursuant to
         the Personal Property Security Act.


         77 Sections 13 and 14 of Chapter 25 of the Revised
Statutes, 1989, the Assignments and Preferences Act, are
repealed and the following Section substituted:

            13  A notice of claim in relation to an assignment for
         the general benefit of creditors shall be registered in the
         Personal Property Registry pursuant to Section 2A of the
         Creditors' Relief Act.


         78 (1) Section 2 of Chapter 112 of the Revised Statutes,
1989, the Creditors' Relief Act, is amended by

                (a) re-lettering clause (a) as (aa) and adding
            immediately before that clause the following clause:

                    (a)  "attachable debt" means a debt that can
                be made the subject of an execution order issued
                pursuant to the Civil Procedure Rules or an
                attaching order pursuant to this Act or the Civil
                Procedure Rules;

                (b) adding immediately after clause (aa) the
            following clauses:

                    (ab) "enforcement proceeding" means any
                proceeding authorized by this Act, the Assignments
                and Preferences Act, the Collection Act, Judicature
                Act or the Civil Procedure Rules to be taken for the
                purpose of enforcing a money judgment or for the
                purpose of enforcing the claims of creditors
                against the personal property of a debtor;

                    (ac) "exigible personal property" means any
                personal property of a judgment debtor that can be
                made the subject of an enforcement proceeding
                except a debt that can be made the subject of an
                enforcement proceeding only by way of an
                attaching order pursuant to this Act;

                (c) striking out the period immediately after
            clause (b) and substituting a semicolon; and

                (d) adding immediately after clause (b) the
            following clauses:

                    (c)  "judgment creditor" means a person in
                whose favour there is a subsisting money
                judgment;

                    (d)  "judgment debtor" means a person against
                whom there is a subsisting money judgment;

                    (e)  "money judgment" means a judgment or
                order for the recovery or payment of money or that
                part of a judgment or order that requires a person
                to pay money and includes a certificate pursuant
                to this Act;

                    (f)  "notice of judgment" and "notice of claim"
                mean the data authorized by the regulations made
                pursuant to the Personal Property Security Act to
                be registered in the Registry to effect a registration
                pursuant to this Act and, where the context
                permits, includes the data authorized to be
                registered to effect an amendment, renewal or
                discharge of a registration;

                    (g)  "personal property" means personal
                property as defined in the Personal Property
                Security Act;

                    (h)  "Registry" means the Personal Property
                Registry established by subsection 43(1) of the
                Personal Property Security Act;

                    (i)  "Supreme Court" means the Supreme
                Court of Nova Scotia.

            (2) Chapter 112 is further amended by adding
immediately after Section 2 the following heading and Sections:

         PERSONAL PROPERTY SECURITY ACT
             REGISTRATION

                2A  (1)  A judgment creditor who has obtained a
            money judgment may register a notice of the judgment
            in the Registry in accordance with the regulations
            made pursuant to the Personal Property Security Act.

                    (2)  Registration of a notice of judgment is
            effective for the period of years specified in the
            registration to a maximum of twenty years after the
            date of the judgment to which the registration relates.

                    (3)  A registration may be amended or renewed
            by registering an amendment or renewal of the notice
            of judgment at any time before the registration expires
            but the registration shall not have an aggregate
            registration life of more than twenty years after the
            date of the judgment to which the registration relates.

                    (4)  A judgment creditor shall discharge the
            registration of a notice of judgment within thirty days
            after the judgment is satisfied or within thirty days
            after the occurrence of any other event as a result of
            which there is no longer a subsisting judgment.

                    (5)  Where a judgment creditor fails or refuses
            to comply with subsection (4), the judgment debtor or
            any other person with an interest in the exigible
            personal property of the debtor or the attachable debts
            of the debtor may make a written demand to the
            judgment creditor to discharge the registration within
            fifteen days after the demand is made.

                    (6)  Where a judgment creditor fails to comply
            with a demand made pursuant to subsection (5) within
            fifteen days after it is made or fails to give to the
            person making the demand an order of the Supreme
            Court confirming that the registration need not be dis-
            charged, the person making the demand may register
            the discharge.

                    (7)  On application by the judgment creditor or
            judgment debtor or any other person with an interest
            in the exigible personal property or attachable debts of
            the debtor, the Supreme Court may order that a
            registration of a notice of judgment be maintained on
            any condition and for any period of time or may order
            that the registration be discharged.

                    (8)  No fee or expense shall be charged by a
            judgment creditor for compliance with a demand made
            pursuant to this Section.

                2B  (1) Personal property of a judgment debtor
            shall not be bound except by registration of a notice of
            judgment pursuant to subsection (1) of Section 2A.

                    (2) Registration of a notice of judgment binds
            all of the judgment debtor's non-exempt exigible
            personal property on registration and all non-exempt
            exigible personal property acquired by the judgment
            debtor after registration from the time of its acquisi-
            tion.

                    (3) Registration of a notice of judgment binds
            all non-exempt attachable debts owing to the judgment
            debtor on or after registration from the time the debt
            becomes an attachable debt except as against the
            person who owes the debt to the judgment debtor.

                    (4) Registration of a notice of judgment binds
            the personal property of the judgment debtor only
            while the judgment is a subsisting judgment.

                    (5) Subject to this Section, an interest
            acquired in personal property that is bound by a
            registration of a notice of judgment is subordinate to
            the interest of

                        (a) the judgment creditor;

                        (b) all persons entitled by this Act or
                    otherwise to participate in a distribution of
                    personal property subject to the interest of a
                    creditor referred to in clause (a); and

                        (c) a sheriff and a representative of
                    creditors for the purpose of enforcing the
                    rights of a creditor referred to in clause (a).

                    (6) A person to whom personal property
            bound by a notice of judgment is transferred has
            priority as against the persons referred to in
            subsection (5) in the same circumstances that a
            transferee of personal property subject to a security
            interest perfected by registration has priority as
            against the secured party under subsections (1) to (4),
            (6) and (8) of Section 31 and Section 32 of the
            Personal Property Security Act, and those provisions
            apply mutatis mutandis.

                    (7) For the purpose of subsection (1) of
            Section 21 of the Personal Property Security Act and
            subject to Section 23 of that Act, the non-exempt
            exigible personal property of a judgment debtor and
            the non-exempt attachable debts of a judgment debtor
            are bound by registration of a notice of judgment
            notwithstanding that the security interest referred to in
            subsection (1) of Section 21 of the Personal Property
            Security Act attached before the notice of judgment
            was registered.

                    (8) A lien on goods bound by registration of a
            notice of judgment that arises as a result of the
            provision in the ordinary course of business of
            materials or services in respect of the goods has
            priority over the interest of the judgment creditor in
            the goods.

                    (9) An enforcement proceeding for the
            purpose of enforcing a money judgment shall not be
            commenced until a notice of judgment relating to the
            judgment has been registered pursuant to subsection
            (1) of Section 2A.

                    (10)    Where an interest acquired in
            personal property that is bound by registration of a
            notice of judgment is subordinate to the interest of a
            judgment creditor,

                        (a) the property is subject to enforcement
                    proceedings to the same extent as if the
                    subordinate interest did not exist; and

                        (b) a person who acquires the property as
                    a result of enforcement proceedings obtains
                    title free of the subordinate interest.

                    (11)    Personal property of a judgment
            debtor that is bound by the registration of a notice of
            judgment is bound for the amount of the judgment,
            costs and accrued interest less any amounts received
            by the judgment creditor.

                    (12)    An interest in personal property is not
            subordinate to the interest of a judgment creditor who
            has registered a notice of judgment by reason only that
            the interest is subordinate to the interest of another
            judgment creditor who has registered a notice of
            judgment but nothing in this Section creates any
            priority as between judgment creditors who have
            registered notices of judgment.

                    (13)    A judgment creditor is not entitled to
            share in the proceeds of a levy by the sheriff against
            the personal property of the judgment debtor pursuant
            to this Act unless the creditor has registered a notice of
            judgment pursuant to subsection (1) of Section 2A.

                    (14)    In applying the provisions of this Act
            for the purpose of determining the entitlement of
            creditors to share in the proceeds of a levy by the
            sheriff, a reference to an execution or certificate or the
            delivery of an execution or certificate to the sheriff
            shall be construed as a reference to a registered notice
            of judgment or the registration of a notice of judgment,
            unless the context otherwise requires.

                    (15)    Where a notice of judgment has been
            registered, the judgment creditor, the judgment debtor
            or any other person with an interest in personal
            property of the judgment debtor may apply to the
            Supreme Court for an order determining whether or
            not any item or kind of personal property is exempt,
            exigible or an attachable debt.

                    (16)    A person referred to in subsection (15)
            may amend the registration of the notice of judgment
            to disclose the particulars of the order made pursuant
            to that subsection.

                2C  (1) A notice of claim may be registered in the
            Registry in accordance with the regulations made
            pursuant to the Personal Property Security Act by

                        (a) a creditor who has applied for a
                    warrant pursuant to the Collection Act at any
                    time after the warrant is issued;

                        (b) an assignee for the general benefit of
                    creditors under the Assignments and
                    Preferences Act at any time after the
                    assignment is made.

                    (2) The commencement of any enforcement
            proceeding pursuant to any of the enactments referred
            to in subsection (1) does not prejudice the interest of a
            person to whom personal property that is the subject of
            the enforcement proceeding is transferred without
            knowledge until a notice of claim relating to the
            enforcement proceeding is registered pursuant to
            subsection (1).

                2D  (1) Property that is exempt from an
            enforcement proceeding is not bound by the
            registration of a notice of judgment under subsection
            2A(1).

                    (2) For the purpose of subsection (1), property
            that is exempt from seizure under Section 59 of the
            Personal Property Security Act is property exempt from
            an enforcement proceeding.

                2E  Where there is a conflict between Sections 2A
            to 2D and any other provision of this Act or of the
            Assignments and Preferences Act, the Judicature Act or
            the Civil Procedure Rules, Sections 2A to 2D prevail.

         79 Section 32 of Chapter 154 of the Revised Statutes,
1989, the Evidence Act, is repealed and the following Section
substituted:

            32  A copy of any writing filed or registered pursuant
         to the Assignment of Books Debts Act, the Bills of Sale Act,
         the Conditional Sales Act or the Corporations Securities
         Registration Act may be proved in any court by the
         production of a copy thereof, certified under the hand of
         the person in whose office the writing is filed.


         80 Chapter 157 of the Revised Statutes, 1989, the Factors
Act, is amended by adding immediately after Section 3 the
following Section:

            3A  Section 3 does not apply to a consignment to which
         the Personal Property Security Act applies.


         81 (1) Subsection 7(1) of Chapter 235 of the Revised
Statutes, 1989, the Interpretation Act, as amended by Chapter
31 of the Acts of 1990, is further amended by adding
immediately after clause (s) the following clause:

                (sa)     "Personal Property Registry" means the
            Personal Property Registry established by the Personal
            Property Security Act;

            (2) Section 7 is further amended by adding
immediately after subsection (3) the following subsection:

                (4) Where, in this Act and every enactment made
            at the time, before or after the coming into force of this
            subsection, there is a reference to any interest in
            personal property to secure the payment or
            performance of an obligation, including a charge, lien,
            mortgage or pledge, that reference, unless the context
            otherwise requires, includes a security interest as
            defined in the Personal Property Security Act.


         82 Chapter 258 of the Revised Statutes, 1989, the
Limitation of Actions Act, is amended by adding immediately
after Section 24 the following heading and Section:

         ENFORCEMENT PROCEEDINGS PURSUANT TO
         THE PERSONAL PROPERTY SECURITY ACT

            24A No proceedings to enforce security pursuant to
         Part V of the Personal Property Security Act shall be taken
         by a secured party within the meaning of Part V of the
         Personal Property Security Act or a person claiming
         through the secured party but within twenty years next after
         the right to take the proceedings first accrued to the
         secured party, or if the right did not accrue to the secured
         party, then within twenty years next after the right first
         accrued to the person claiming through the secured party.


         83 Subsections 20(2) and (3) of Chapter 275 of the
Revised Statutes, 1989, the Matrimonial Property Act, are
repealed and the following subsections substituted:

            (2) A notice of an order made under this Act
         respecting personal property in the form prescribed by
         regulations made pursuant to the Personal Property
         Security Act may be filed in the Personal Property Registry
         and, where it is not so filed, the order does not affect the
         acquisition of an interest in that personal property by a
         person in good faith without notice of the order.

            (3) Where an order relates to goods that are
         designated by regulations made pursuant to the Personal
         Property Security Act as serial numbered goods and a
         notice does not describe those goods by serial number, the
         notice is deemed not to be filed pursuant to subsection (2)
         with respect to those goods.


         84 (1) Chapter 392 of the Revised Statutes, 1989, the
Registry Act, is amended by adding immediately after Section
1 the following heading and Section:

            APPLICATION

                1A  (1)  In this Section, "security" and
            "instrument" have the same meaning as in clause 5(f)
            of the Personal Property Security Act.

                    (2)  This Act applies to

                         (a)  the creation or transfer of an interest in
                    land, including a lease; and

                         (b)  the creation or transfer of a right to
                    payment that arises in connection with an
                    interest in or a lease of land other than a right
                    to payment evidenced by a security or
                    instrument.

            (2) Chapter 392 is further amended by adding
immediately after Section 18 the following Section:

                18A For greater certainty and subject to
            Section 50 of the Personal Property Security Act, no
            person contracting or dealing with or taking or
            proposing to take a transfer of or an interest in land is
            affected by a registration in the Personal Property
            Registry, whether or not that person has notice or
            knowledge of the registration, and such notice or
            knowledge is not notice within the meaning of Section
            18.


         85 Subsections 60(2) and (3) of Chapter 408 of the
Revised Statutes, 1989, the Sale of Goods Act, are repealed and
the following subsections substituted:

            (2) Nothing in this Act affects any enactment relating
         to personal property security or any enactment relating to
         the sale of goods that is not expressly repealed by Chapter
         1 of the Acts of 1910.

            (3) The provisions of this Act relating to contracts of
         sale do not apply to any transaction in the form of a
         contract of sale to the extent that the transaction is
         intended to operate as an agreement that creates or
         provides for an interest in goods to secure payment or
         performance of an obligation.


         86 Chapter 464 of the Revised Statutes, 1989, the
Tenancies and Distress for Rent Act, is amended by adding
immediately after Section 8 the following heading and Section:

              PRIORITIES

            8A  (1) In this Section,

                    (a)  "collateral" means personal property in
                which a security interest is taken;

                    (b)  "perfected" has the same meaning as in
                the Personal Property Security Act;

                    (c)  "proceeds" means proceeds as defined in
                the Personal Property Security Act;

                    (d)  "purchase money security interest" means

                        (i) a security interest taken in collateral
                    to the extent that it secures payment of all or
                    part of its purchase price and the credit
                    charges for the purchase, and

                        (ii)    a security interest taken in collateral
                    by a person who gives value for the purpose of
                    enabling the tenant to acquire rights in the
                    collateral, to the extent that the value is
                    applied to acquire the rights, and value
                    includes interest, credit costs and other
                    charges payable,

                but does not include an interest of a lessor under
                a transaction of sale by and lease back to the
                seller;

                    (e) "security interest" means an interest in
                personal property that secures payment or
                performance of an obligation.

                (2) A distress for rent has priority over

                    (a) a security interest in the goods of the
                tenant other than a purchase money security
                interest in goods or proceeds of those goods that
                is perfected at the date of the distress;

                    (b) the interest of a judgment creditor of the
                tenant under Section 2B of the Creditors' Relief
                Act.

                (3) Nothing in subsection (2) shall be construed as
         affecting or limiting the priorities that a distress for rent
         had immediately prior to the coming into force of this
         Section.


         87 Section 10 of Chapter 9 of the Acts of 1994-95, the
Tourist Accommodations Act, is amended by adding
immediately after subsection (1) the following subsection:

            (1A)    A lien on baggage and property arising under
         subsection (1) as a result of the furnishing of food or
         accommodation is subordinate to the interest in that
         baggage and property of any person who has registered
         before the food or accommodation was furnished, pursuant
         to the Personal Property Security Act, a financing
         statement or other notice in relation to that interest.


         88 (1) Subsection 4(1) of Chapter 499 of the Revised
Statutes, 1989, the Warehousemen's Lien Act, is amended by

                (a) striking out all that portion of clause (a)
            immediately after "goods" in the first line to the end of
            that clause and substituting a semicolon;

                (b) striking out clause (b) and substituting the
            following clause:

                    (b)  any person who has an interest in the
                goods that secures payment or performance of an
                obligation and who has registered, before the date
                of the deposit, a financing statement relating to
                that interest in the Personal Property Registry
                pursuant to the Personal Property Security Act.

            (2) Subsection 5(2) of Chapter 499 is amended by

                (a) striking out all that portion of clause (b)
            immediately after "goods" in the first line to the end of
            that clause and substituting "and to any person who
            has an interest in the goods that secures payment or
            performance of an obligation and who has, before the
            date of the deposit, registered a financing statement
            relating to that interest pursuant to the Personal
            Property Security Act"; and

                (b) striking out clause (c).


         89 (1) Chapter 24 of the Revised Statutes, 1989, the
Assignment of Book Debts Act, is repealed.

            (2) Chapter 39 of the Revised Statutes, 1989, the Bills
of Sale Act, is repealed.

            (3) Chapter 48 of the Revised Statutes, 1989, the Bulk
Sales Act, is repealed.

            (4) Chapter 84 of the Revised Statutes, 1989, the
Conditional Sales Act, is repealed.

            (5) Chapter 102 of the Revised Statutes, 1989, the
Corporations Securities Registration Act, is repealed.

            (6) Chapter 230 of the Revised Statutes, 1989, the
Instalment Payment Contracts Act, is repealed.

            (7) Chapter 15 of the Acts of 1986, the Personal
Property Lien Registry Act, is repealed.

         90 This Act comes into force on such day as the Governor
in Council orders and declares by proclamation.