The Debtors (as hereinafter defined) are indebted to the Secured Party pursuant to a Second Lien Promissory Note (the “Note”) of the Debtors of even date herewith payable to the order of the Secured Party in the aggregate principal amount of $1,000,000 or the aggregate of such amounts the Secured Party has disbursed to the Debtors, together with all accrued interest thereon.

As a condition precedent to accept the Note and to commit to make the loan evidenced thereby, the Secured Party requires the Debtors to grant a security interest subordinate to the Senior Secured Debt (as hereinafter defined) in all of the Collateral (as hereinafter defined).

Definitions

“Account Debtor” is defined in Section 2.5.

“Agreement” means this agreement, including all Schedules, as it may be supplemented, amended, restated or replaced by written agreement between the Parties.

“Books and Records” means all books, books of account, records, files, papers, disks, documents, correspondence, plans, ledgers, electronically recorded data and other repositories of data recorded in any form or medium, evidencing or relating to the Collateral, which are at any time owned or held by each of the Debtors or to which each of the Debtors (or any Person on each of the Debtors’ behalf) has access.

“Business Day” means any day excluding a Saturday, Sunday or statutory holiday in the Province of Ontario.

“Collateral” means all present and after-acquired personal property of any kind or description owned, leased, licensed, possessed or acquired by any of the Debtors, or in which any of the Debtors has rights, including all present and after-acquired Goods (including Equipment), Investment Property, Instruments, Intellectual Property, Documents of Title, Chattel Paper (including electronic Chattel Paper), Intangibles (including Accounts), Computer Hardware and Software, Money (including deposit accounts of every jurisdiction wherever situate), letter of credit rights, commercial tort claims, financial assets, crops and fixtures, owned, leased, licensed, possessed or acquired by each of the Debtors, or in which each of the Debtors has rights, and all Proceeds of that property together with all books, records, writings, data bases, information, and other property relating to, used, or useful in connection with, or evidencing, embodying, incorporating, or referring to any of the foregoing, all claims and insurance proceeds arising out of the loss, nonconformity, or any interference with the use of, or any defect or infringement of rights in, or damage to, any of the foregoing, and all proceeds, products, offspring, rents, issues, profits, returns, accessions, substitutions, and replacements to, of, and from, and all distributions on and rights arising out of, any of the foregoing, but specifically excludes the Excluded Collateral.

“Communication” means any notice, demand, request, consent, approval or other communication which is required or permitted by this Agreement to be given or made by a Party.

“Computer Hardware and Software” means, with respect to each of the Debtors, all of its rights (including rights as licensee and lessee) with respect to: (a) computer and other electronic data processing hardware, including all integrated computer systems, central processing units, memory units, display terminals, printers, features, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories, peripheral devices, and other related computer hardware; (b) all software programs designed for use on the computers and electronic data processing hardware described in clause (a) above, including all operating system software, utilities, and application programs in whatsoever form (source code and object code in magnetic tape, disk or hard copy format or any other listings whatsoever); (c) any firmware associated with any of the foregoing; and (d) any documentation for hardware, software, and firmware described in clauses (a), (b) and (c) above, including flow charts, logic diagrams, manuals, specifications, training materials, charts, and pseudo codes, and all rights with respect thereto, including any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights, and indemnifications, and any substitutions, replacements, additions, or model conversions of any of the property.

“Contracts” means all contracts, licenses and agreements to which any of the Debtors is at any time a party or pursuant to which any of the Debtors has at any time acquired rights, as those contracts, licenses and agreements may be amended, restated, supplemented or replaced and includes:

all rights of each of the Debtors to receive money due and to become due to it in connection with a contract, licence or agreement;

all rights of each of the Debtors to damages arising out of, or for breach or default in respect of, a contract, licence or agreement; and

all rights of each of the Debtors to perform and exercise all remedies in connection with a contract, licence or agreement.

“Contractual Rights and Agreements” means all present and after-acquired leases, licences, permits and other agreements, and all present and after-acquired entitlements, franchises and rights of any kind, to which each of the Debtors is a party or of which each of the Debtors has the benefit.

“Control Agreement” means an agreement in writing between a Person and, as applicable, an issuer of uncertificated securities of each of the Debtors or a securities intermediary holding security entitlements of each of the Debtors, under which that Person is given Control of the relevant Investment Property.

“Debtors” means collectively TurboSonic US, TurboSonic Canada and TurboSonic, and “Debtor” means either one of them.

“Event of Default” is defined in Section 6.1.

“Excluded Collateral” means Consumer Goods, the last day of the term of any real property lease and any Intellectual Property Right, Permit or Contract which would be breached or terminated if a Security Interest was granted in it without the consent of a third party, unless that consent is obtained, but does not include Accounts.

“Governmental Authority” means

any federal, provincial, state, local, municipal, regional, territorial, aboriginal, or other government, governmental or public department, branch, ministry, or court, domestic or foreign, including any district, agency, commission, board, arbitration panel or authority and any subdivision of any of them exercising or entitled to exercise any administrative, executive, judicial, ministerial, prerogative, legislative, regulatory or taxing authority or power of any nature; and

any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of them, and any subdivision of any of them.

“Intellectual Property Rights” means with respect to each of the Debtors, all of its trade secrets and other proprietary information; customer lists; trademarks, service marks, business names, trade names, designs, logos, indicia, and other source or business identifiers and the goodwill of the business relating thereto and all registrations or applications for registrations that have heretofore been or may hereafter be issued thereon throughout the world; copyrights (including copyrights for computer programs) and copyright registrations or applications for registrations that have heretofore been or may hereafter be issued throughout the world and all tangible property embodying the copyrights; inventions (whether or not patentable); patent applications and patents; industrial designs, industrial design applications and registered industrial designs; license agreements related to any of the foregoing and income therefrom; mask works; books, records, writings, computer tapes or disks, flow diagrams, specification sheets, source codes, object codes and other physical manifestations, embodiments or incorporations of any of the foregoing; the right to sue for all past, present, and future infringements of any of the foregoing; and all common law and other rights throughout the world in and to all of the foregoing.

“Investment Property” shall have the meaning ascribed to it in the PPSA.

“Motor Vehicles” means all automobiles, trucks, motorcycles, motorized snow vehicles, and any other vehicle that is self-propelled, but excluding boats and aircraft.

“Obligations” means all indebtedness, both present and future, and whether arising on current account or otherwise, together with interest thereon and all liabilities, present and future, direct or indirect, absolute or contingent of all of the Debtors to the Secured Party, including any advance or re-advance and every unpaid balance of them, by the Secured Party to any of the Debtors, whenever made, and interest thereon to the same extent as if the advance or re-advance had been made at the time of creation of this Agreement, and all present and future obligations of any of the Debtors to the Secured Party, whether or not contained in this Agreement.

“Parties” means each of the Debtors and the Secured Party, collectively, and “Party” means any one of them.

“Patent Security Agreement” means the Patent Security Agreement of even date herewith by and between TurboSonic US and the Secured Party, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms.

“Permits” means all authorizations, registrations, permits, licenses, consents, quotas, grants, approvals, franchises, rights-of-way, easements and entitlements that any of the Debtors has, or is required to have, to own, possess or operate any of its property, or to operate and carry on any part of its business.

“Person” will be broadly interpreted and includes:

a natural person, whether acting in his or her own capacity, or in his or her capacity as executor, administrator, estate trustee, trustee or personal or legal representative, and the heirs, executors, administrators, estate trustees, trustees or other personal or legal representatives of a natural person;

a corporation or a company of any kind, a partnership of any kind, a sole proprietorship, a trust, a joint venture, an association, an unincorporated association, an unincorporated syndicate, an unincorporated organization or any other association, organization or entity of any kind; and

a Governmental Authority.

“PPSA” means the Personal Property Security Act of the Province of Ontario.

“Receiver” means a receiver or receiver-manager of the Collateral.

“Replacement Equipment” is defined in Section 5.2.

“Security Interests” is defined in Section 2.2.

“Senior Secured Debt” means all obligations, liabilities, and indebtedness of every nature of any of the Debtors from time to time owed to HSBC Bank Canada under the credit facility dated May 12, 2011, together with annual update letter dated June 1, 2012, including, without limitation, accrued and unpaid interest and all fees, costs and expenses, whether primary, secondary, direct, contingent, fixed or otherwise, heretofore, now and from time to time hereafter owing, due or payable, and standby letters of credit for approximately US$450,000.

“Serial Number Goods” means Motor Vehicles, trailers, aircraft, boats, outboard motors, and mobile homes.

“STA” means the Securities Transfer Act (2006) (Ontario).

“Tax” means all taxes, duties, fees, premiums, assessments, imposts, levies, rates, withholdings, dues, government contributions and other charges of any kind whatsoever, whether direct or indirect, together with all interest, penalties, fines, additions to tax or other additional amounts, imposed by any Governmental Authority.

“Trademark Security Agreement” means the Trademark Security Agreement of even date herewith by and between TurboSonic US and the Secured Party, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms.

Incorporated Definitions

Governing Law

Entire Agreement

Business Day

Security Interests

Limitations on Grant of Security

the last day of any term created by any lease or agreement for lease of real property now held or in the future acquired by any of the Debtors, but each of the Debtors will stand possessed of the reversion remaining in it of any leasehold premises in trust for the Secured Party to assign and dispose of it as the Secured Party or any buyer of those leasehold premises directs; and

any Contractual Rights and Agreements which provide that:

they may not be assigned, subleased, charged or encumbered without the consent or approval of the other party to them; or

any assignment, sublease, charge or encumbrance of them without obtaining the consent or approval of the other party to them would be a breach of, or allow the termination of, those Contractual Rights and Agreements;

but the Debtor will hold those Contractual Rights and Agreements in trust for the Secured Party, use commercially reasonable efforts to obtain the required consent or approval, and assign those Contractual Rights and Agreements to the Secured Party upon obtaining the required consent or approval, and the Security Interests will attach and extend to those Contractual Rights and Agreements as soon as the required consent or approval is obtained.

Intellectual Property

Attachment

this Agreement has been executed, or in the case of after-acquired property, that property has been acquired by any of the Debtors;

value has been given; and

any of the Debtors has rights in its Collateral, or in the case of after-acquired property, acquires rights in its Collateral.

Notification

Purchase Money Security Interests

Representations and Warranties

Corporate Existence. TurboSonic US is duly incorporated and validly existing under the laws of the State of Delaware. TurboSonic Canada and TurboSonic are duly incorporated and validly existing under the laws of the Province of Ontario.

Power and Capacity. It has all necessary corporate power, authority and capacity to carry on the business now being carried on by it and to enter into and perform its obligations under this Agreement.

Binding Obligation. The execution and delivery of this Agreement, and all matters, registrations and deliveries contemplated by this Agreement, have been duly authorized by all necessary corporate action on its part. This Agreement has been duly executed and delivered by it and constitutes a valid and binding obligation of it, enforceable against it in accordance with the terms of this Agreement, subject to applicable bankruptcy, insolvency and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that equitable remedies, including specific performance, are discretionary and may not be ordered in respect of certain defaults.

Absence of Conflict. None of the execution and delivery of this Agreement, the performance of its obligations under this Agreement, or the completion of the matters contemplated by this Agreement will (with or without the giving of notice or lapse of time, or both):

result in or constitute a breach of any term or provision of, or constitute a default under, its articles or by-laws or any resolution of its board of directors or shareholders, or any Contract to which it is a party;

constitute an event which would permit any party to any Contract with it to amend, cancel, terminate or accelerate its obligations under any Contract;

result in the creation or imposition of any lien or other encumbrance on its right, title or interest in the Collateral;

contravene any applicable law; or

contravene any judgment, order, writ, injunction or decree of any Governmental Authority.

No Actions. There are no actions or proceedings pending or, to its knowledge, threatened which challenge the validity of this Agreement or which might result in a material adverse change in its financial condition or which would materially adversely affect its ability to perform its obligations under this Agreement or any document evidencing any of its indebtedness to the Secured Party.

Name. Its full legal name (including any French or French/English form of its legal name), and any other name under which it conducts its business, is correctly specified on the signature page of this Agreement.

Place of Business. Its sole place of business or chief executive office, as applicable, and the place where it keeps its Books and Records, is at the applicable address specified in Schedule 1.

Location of Collateral. The location of all other existing places where it carries on business or keeps tangible Collateral, and the locations of all real property owned or leased by it, are set out in Schedule 1.

Owns Collateral. It either owns, possesses and has good and marketable title to, or has enforceable leasehold or other rights to, all of its currently held Collateral, free from all security interests, mortgages, charges, encumbrances, liens and claims, except only those, if any, listed in Schedule 2.

Right and Authority. It has the right and authority to create the Security Interests.

Survival of Representations and Warranties

Positive Covenants

Defend Collateral. It will defend its Collateral against all claims and demands of all Persons claiming its Collateral or an interest in its Collateral at any time.

Lists of Accounts. If the Collateral includes Accounts, it will, on demand by the Secured Party, deliver to the Secured Party within 30 days of each calendar month end an aged list of its Accounts as at that particular month end in a form acceptable to the Secured Party.

Provide Information. Upon the demand by the Secured Party it will furnish in writing to the Secured Party all information requested concerning its Collateral, and it will promptly advise the Secured Party of the vehicle identification number, serial number, year, make and model of each Serial Number Good at any time included in its Collateral.

Insurance. It will keep its Collateral insured to its full insurable value with financially sound and reputable companies against loss or damage by fire, explosion, theft and other risks as are customarily insured against by Persons carrying on similar businesses, or owning similar property. The relevant insurance policies will:

be in form and substance satisfactory to the Secured Party;

provide that no cancellation, material reduction in amount, or material change in coverage will be effective until at least 30 days after receipt of written notice by the Secured Party;

contain by way of endorsement a standard mortgagee clause in a form approved by the Insurance Bureau of Canada and satisfactory to the Secured Party; and

name the Secured Party as mortgagee, first loss payee, and additional insured as its interest may appear.

It will, at the Secured Party’s request, deliver its insurance policies (or satisfactory evidence of those policies) to the Secured Party.

Repair. It will keep its Collateral in good condition and repair according to the nature and description of it.

Additional Information. It will advise the Secured Party, in reasonable detail, within 2 Business Days of becoming aware of:

any security interest (other than the Security Interests and any security interest listed in Schedule 2) on, or claim asserted against, any of its Collateral;

the occurrence of any event or claim that could reasonably be expected to have a material adverse effect on the value of its Collateral or on the Security Interests;

any change in the location of any of its places of business (including additional locations) or chief executive office;

any change in the location of any of its tangible Collateral (including additional locations);

any acquisition of significant personal property, or leasehold or real property, by it;

any change in its name;

any merger or amalgamation of it with any other Person; and

any material loss of or damage to any of its Collateral.

It agrees not to effect or permit any of the changes referred to in clauses 4.1.6.3 to 4.1.6.7 above unless all filings have been made and all other actions taken that are required in order for the Secured Party to continue at all times following any such change to have a valid and perfected Security Interest in all of the Collateral.

Additional Investment Property. If, following the date of this Agreement, it acquires additional Investment Property, it will inform the Secured Party of that acquisition and will, promptly upon the request of the Secured Party, enter into a pledge agreement and, if necessary, a related Control Agreement, to enhance the Secured Party’s Security Interests in that Collateral.

Other Indebtedness. It will pay and discharge as they become due all payments due and owing under or relating to any other indebtedness created or security given by it to any Person or corporation, including, without limitation, the Senior Secured Debt and will observe, perform and carry out all the terms, covenants, provisions and agreements relating to that indebtedness and security.

Right of Inspection. The Secured Party will have the right whenever the Secured Party considers reasonably necessary, to order either its officers or authorized agents to enter upon its premises and to inspect its Collateral, its Books and Records and copies of all returns made from time to time by it to any Governmental Authority and to take extracts from them.

Costs of Preparation and Enforcement. It will pay all costs, charges and expenses of and relating to the taking, preparation, execution and registering notice (and any amendments and renewals of that notice) of this Agreement and in taking, recovering, keeping possession of or inspecting the Collateral and generally in any other proceedings taken in enforcing the remedies in this Agreement or otherwise in connection with this Agreement or by reason of non-payment or procuring payment of the monies secured by this Agreement.

Court Costs. In any judicial proceedings taken to enforce this Agreement and its covenants under it the Secured Party will be entitled to special costs.

Corporate Existence. It will at all times maintain its corporate existence, carry on and conduct its business in a proper, efficient and businesslike manner and in accordance with good business practice, and keep or cause to be kept proper books of account in accordance with sound accounting practice.

Taxes. It will pay all Taxes, now or in the future rated, charged, assessed, levied or imposed by any Governmental Authority or otherwise on it, on its Collateral or on the Secured Party in respect of its Collateral or any part of it, or any other matter or thing in connection with this Agreement, except when and so long as the validity of those Taxes is in good faith contested by it, and will, if and when required in writing by the Secured Party, furnish for inspection the receipts for any such payments.

Payments. It will promptly pay or remit all amounts which if left unpaid or unremitted might give rise to a lien or charge on any of its Collateral ranking or purporting to rank in priority to the Security Interests.

Purchase Monies. If the Secured Party advances money to it for the purpose of enabling it to purchase or acquire rights in any Collateral, it will use that money only for that purpose and will promptly provide the Secured Party with evidence that the money was so applied.

Governing Law. It will require that any agreement to which it and any securities intermediary are a party in respect of any security entitlement or security account included in or relating to any Collateral will specify that the laws of the province of Ontario, or any other laws consented to by the Secured Party in writing, will be that securities intermediary’s jurisdiction for the purposes of that agreement, the STA and the PPSA.

Covenant re Costs Covered by Default

Negative Covenants

change its name;

amalgamate or otherwise merge its business with the business of any other Person;

continue from the jurisdiction which currently exercises primary corporate governance over its affairs;

permit its Collateral or any part of it to become subject to any mortgage, charge, lien, encumbrance or security interest, whether made, given or created by it or otherwise, except as permitted by Schedule 2, if any;

sell, lease or otherwise dispose of its Collateral or any part of it, and if any sale, lease or other disposition is permitted or consented to it will pay the Proceeds to the Secured Party;

release, surrender or abandon its Collateral or any part of it;

move its Collateral or any part of it from its present location or locations (and will promptly advise the Secured Party of the new location or locations); or

permit any of its Collateral to become an accession to any property other than other Collateral.

Sale of Equipment

which is replaced by Equipment of similar or superior quality and capacity (“Replacement Equipment”); or

which is obsolete, worn out or otherwise no longer used or useful to each of the Debtors in its business,

Events of Default

any of the Debtors defaults in payment to the Secured Party when due of any indebtedness or liabilities forming part of the Obligations;

any of the Debtors defaults in performance of any of the Obligations other than payment under Section 6.1.1;

any of the Debtors defaults in the observance or performance of any of the terms, conditions or covenants to be observed or performed by it under this Agreement or any other agreement, document or instrument existing at any time between any of the Debtors and the Secured Party;

TurboSonic Technologies defaults in the observance or performance of any of the terms, conditions or covenants to be observed or performed by it under any agreement, document or instrument existing at any time between TurboSonic Technologies and the Secured Party;

any representation, warranty or statement made or given by or on behalf of one or more of the Debtors to the Secured Party is untrue in any material respect at the time it was made or deemed to be made;

any of the Debtors defaults in payment of any indebtedness to any Person other than the Secured Party, or defaults in the performance of any term, provision or condition created in any agreement under which that indebtedness was created or is governed, where that default would allow that Person to cause the indebtedness to become due prior to its stated maturity, or any such indebtedness is declared to be due and payable other than by a regularly scheduled payment;

any of the Debtors ceases or threatens to cease to carry on its business;

any of the Debtors commits or threatens to commit any act of bankruptcy or becomes insolvent;

proceedings are commenced against or affecting any of the Debtors, or any of the Debtors institutes proceedings or takes any corporate action or executes any agreement to authorize its participation in or the commencement of any proceedings:

seeking to adjudicate it a bankrupt or insolvent; or

seeking liquidation, dissolution, winding up, reorganization, arrangement, protection, relief or composition of it or any of its property or debt or making a proposal with respect to it under any law relating to bankruptcy, insolvency, reorganization or compromise of debts or other similar laws (including any application for reorganization under the Companies’ Creditors Arrangement Act (Canada) or the Bankruptcy and Insolvency Act (Canada) or any reorganization, arrangement or compromise of debt under the laws of any applicable jurisdiction);

proceedings are commenced against or affecting any of the Debtors seeking the appointment of, or any creditor of any of the Debtors or any other Person privately appoints, a receiver, receiver-manager, trustee, custodian, liquidator or similar official for any of the Debtors or any part of the property of any of the Debtors, including the Collateral or any part of it;

the holder of a security interest delivers a notice of intention to enforce its security or take possession of all or any part of the property of any of the Debtors, including its Collateral or any part of it, or an execution or other process of any court becomes enforceable against any of the Debtors, or a distress or analogous process is levied upon its Collateral or any part of it;

any Governmental Authority condemns, seizes or otherwise appropriates, or takes custody or control of, all or substantially all of the property of any of the Debtors;

any of the Debtors permits any sum which has been admitted as due, or is not disputed to be due, by it, and which forms or is capable of forming a charge upon any of its Collateral in priority to the Security Interests, to remain unpaid for 30 days;

any of the Debtors fails within 30 days to pay, bond or otherwise discharge any judgment or order for the payment of money outstanding at any time, which is not stayed on appeal or otherwise appropriately contested by it in good faith;

in the opinion of the Secured Party, effective control of any of the Debtors changes;

in the opinion of the Secured Party, a material adverse change occurs in the financial condition of any of the Debtors; or

the Secured Party in good faith and on commercially reasonable grounds believes that the ability of any of the Debtors to pay or perform any of the Obligations to the Secured Party or to perform any other covenants contained in this Agreement is impaired or any security granted by any of the Debtors to the Secured Party is or is about to be impaired or in jeopardy.

Acceleration

Demand Obligations

Security Interests Enforceable

Remedies of the Secured Party

by taking possession of the Collateral or any part of it, and collecting, demanding, suing, enforcing, recovering, receiving and otherwise getting in the Collateral, and for that purpose entering into and upon any lands, buildings, and premises and doing any act and taking any proceedings in the name of each of the Debtors, or otherwise, as applicable and as the Secured Party considers necessary;

by proceedings in any court of competent jurisdiction for the appointment of a Receiver or of all or any part of the Collateral;

by proceedings in any court of competent jurisdiction for the sale or foreclosure of all or any part of the Collateral;

by filing of proofs of claim and other documents to establish its claims in any proceeding or proceedings relating to any of the Debtors;

by appointment by instrument in writing of a Receiver of all or any part of the Collateral;

by sale or lease by the Secured Party of all or any part of the Collateral (whether or not it has taken possession of the Collateral);

by retaining any of the Collateral in satisfaction of all or part of the Obligations, in accordance with Section Error! Reference source not found.;

by any other remedy or proceeding authorized or permitted by this Agreement or by law or equity, including all of the rights and remedies of a secured party under the PPSA;

Power of Sale

Receiver or Receiver-Manager

to take possession of the Collateral or any part of it, and to collect and get in the Collateral and for that purpose to enter into and upon any lands, buildings, and premises and to do any act and take any proceedings in the name of any of the Debtors, or otherwise, as applicable and as the Receiver considers necessary;

to carry on or concur in carrying on the business of any of the Debtors (including, without limiting the generality of the powers contained in this Agreement, the payment of the obligations of any of the Debtors whether or not they are due and the cancellation or amendment of any Contracts) and the employment and discharge of those agents, managers, employees and others upon terms and with salaries, wages or remuneration as the Receiver thinks proper;

to repair and keep in repair the Collateral or any part of it, and to do all acts and things necessary to protect the Collateral;

to make any arrangement or compromise which the Receiver thinks expedient in the interests of the Secured Party or any of the Debtors and to assent to any modification or change in or omission from the provisions of this Agreement;

to exchange any part of the Collateral for any other property suitable for the purposes of any of the Debtors upon terms that seem expedient, and either with or without payment or exchange of money or equality of exchange or otherwise;

to raise on the security of the Collateral or any part of it, by mortgage, charge or otherwise any sum of money required for the repair, insurance or protection of the Collateral, or any other purposes mentioned in this Agreement, or as may be required to pay off or discharge any lien, charge or encumbrance upon the Collateral or any part of it, which would or might have priority over the Security Interests;

whether or not the Receiver has taken possession, to sell or lease or concur in the sale or leasing of any of the Collateral or any part of it after giving each of the Debtors not less than 20 days’ written notice of the Receiver’s intention to sell or lease, and to carry any sale or lease into effect by conveying, transferring or assigning in the name of or on behalf of any of the Debtors or otherwise; and any sale or lease may be made either at public sale or lease (including public auction or closed tender), or by private sale or lease, as the Receiver may determine and any sale or lease may be made from time to time as to the whole or any part of the Collateral; and the Receiver may rescind or vary any contract for the sale or lease of any of the Collateral or any part of it, and may resell and re-lease without being liable for any loss occasioned by doing so; and the Receiver may sell or lease any of the Collateral for cash or credit, or part cash and part credit, or otherwise as may appear to be most advantageous, and at the prices that can be reasonably obtained for the Collateral, and if a sale or lease on credit neither the Receiver nor the Secured Party will be accountable for or charged with any monies until actually received.

Liability of Receiver

Effect of Appointment of Receiver

Grant of Licence

Sale of Securities

Appointment of Attorney

Proceeds of Disposition

No Set-Off

Deficiency

Time for Payment

No Automatic Discharge

Discharge

No Obligation to Advance

Security Additional

Realization

Payment of Costs

No Merger

Extensions

Provisions Reasonable

Notices

personally delivered;

sent by prepaid registered mail; or

sent by facsimile, e-mail or functionally equivalent electronic means of communication, charges (if any) prepaid.

Appropriation of Payments

No Representations

Use of Collateral by Debtors

Amendment and Waiver

Disclosure of Information

Statutory Waivers

Severability

Submission to Jurisdiction

Joint and Several Obligations

Time of Essence

Counterparts

Further Assurances

Assignment

The Secured Party may, without notice to or consent of any of the Debtors, at any time assign, transfer or grant a security interest in its rights and obligations under this Agreement and the Security Interests. Each of the Debtors expressly agrees that the assignee, transferee or secured party, as the case may be, will have all of the Secured Party’s rights and remedies under this Agreement and none of the Debtors will assert any defence, cross-claim, counterclaim, right of set off or otherwise any claim which any of the Debtors now has or in the future acquires against the Secured Party in any action commenced by any assignee, transferee or secured party, as the case may be, and will pay the Obligations to the assignee, transferee or secured party, as the case may be, as the Obligations become due.

Neither this Agreement nor any rights or obligations under this Agreement may be assigned by any of the Debtors without the prior consent of the Secured Party.

Enurement

Acknowledgment and Waiver

acknowledges receiving a copy of this Agreement; and

to the extent permitted by law, waives all rights to receive from the Secured Party a copy of any financing statement, financing change statement or verification statement filed or issued, as the case may be, at any time in respect of this Agreement or any amendments to this Agreement.

I have authority to bind the corporation

I have authority to bind the corporation  

I have authority to bind the corporation 

I have authority to bind the corporation