IT MAY LEGALLY AND EFFECTIVELY DO
SO, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN
ANY ONTARIO OR FEDERAL COURT.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(C)
EACH PARTY TO THIS AGREEMENT IRREVOCABLY
CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN
SECTION 15.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO
THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
SECTION 23.
WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.
EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.
SECTION 24.
ADDITIONAL PLEDGORS.
PURSUANT TO SECTION 5.12 OF THE
CREDIT AGREEMENT, EACH SUBSIDIARY LOAN PARTY ORGANIZED UNDER THE LAWS OF CANADA
OR ANY PROVINCE THEREOF (A "CANADIAN SUBSIDIARY") THAT WAS NOT IN EXISTENCE OR
NOT A SUBSIDIARY LOAN PARTY ON THE DATE OF THE CREDIT AGREEMENT IS REQUIRED TO
ENTER IN THIS AGREEMENT AS A PLEDGOR UPON BECOMING A SUBSIDIARY LOAN PARTY.
UPON EXECUTION AND DELIVERY BY THE COLLATERAL AGENT AND A CANADIAN SUBSIDIARY OF
AN INSTRUMENT IN THE FORM OF ANNEX 1, SUCH CANADIAN SUBSIDIARY SHALL BECOME A
PLEDGOR HEREUNDER WITH THE SAME FORCE AND EFFECT AS IF ORIGINALLY NAMED AS A
PLEDGOR HEREIN.
THE EXECUTION AND DELIVERY OF SUCH INSTRUMENT SHALL NOT REQUIRE
THE CONSENT OF ANY PLEDGOR HEREUNDER.
THE RIGHTS AND OBLIGATIONS OF EACH
PLEDGOR HEREUNDER SHALL REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE
ADDITION OF ANY NEW PLEDGOR AS A PARTY TO THIS AGREEMENT.
SECTION 25.
SUBJECT TO INTERCREDITOR AGREEMENT.
NOTWITHSTANDING
ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE
COLLATERAL AGENT PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR
REMEDY BY THE COLLATERAL AGENT HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT.
IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE
INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR
AGREEMENT SHALL GOVERN.
15
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE DULY EXECUTED THIS AGREEMENT AS OF
THE DAY AND YEAR FIRST ABOVE WRITTEN.
UNIPLAST INDUSTRIES CO.,
By
Name:
Title:
DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Collateral Agent,
By
Name:
Title:
16
Schedule I to the