BE
AUTOMATICALLY RELEASED FROM THE SECURITY INTEREST TO THE EXTENT PROVIDED IN
SECTION 5.1(C) OF THE INTERCREDITOR AGREEMENT.
(E)
IN CONNECTION WITH ANY TERMINATION OR RELEASE PURSUANT TO PARAGRAPH (A),
(B), (C) OR (D) ABOVE, THE COLLATERAL AGENT SHALL EXECUTE AND DELIVER TO THE
GRANTORS, AT THE GRANTORS' EXPENSE, ALL PERSONAL PROPERTY SECURITY ACT FINANCING
CHANGE STATEMENTS AND SIMILAR DOCUMENTS WHICH THE GRANTOR SHALL REASONABLY
REQUEST TO EVIDENCE SUCH TERMINATION OR RELEASE.
ANY EXECUTION AND DELIVERY OF
TERMINATION STATEMENTS OR RELEASE DOCUMENTS PURSUANT TO THIS SECTION 8.14 SHALL
BE WITHOUT RECOURSE TO OR WARRANTY BY THE COLLATERAL AGENT.
SECTION 8.15.
ADDITIONAL GRANTORS.
UPON EXECUTION AND DELIVERY BY THE
COLLATERAL AGENT AND A SUBSIDIARY ORGANIZED UNDER THE LAWS OF CANADA OR ANY
PROVINCE THEREOF OF AN INSTRUMENT IN THE FORM OF ANNEX 2, SUCH SUBSIDIARY SHALL
BECOME A GRANTOR HEREUNDER WITH THE SAME FORCE AND EFFECT AS IF ORIGINALLY NAMED
AS A GRANTOR HEREIN.
THE EXECUTION AND DELIVERY OF ANY SUCH INSTRUMENT SHALL
NOT REQUIRE THE CONSENT OF ANY GRANTOR HEREUNDER.
THE RIGHTS AND OBLIGATIONS OF
EACH GRANTOR HEREUNDER SHALL REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE
ADDITION OF ANY NEW GRANTOR AS A PARTY TO THIS AGREEMENT.
SECTION 8.16.
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.
SECTION 8.17.
2004 INDENTURE.
THE COLLATERAL AGENT ACKNOWLEDGES AND AGREES, ON
BEHALF OF ITSELF AND THE SECURED PARTIES, THAT, ANY PROVISION OF THIS AGREEMENT
TO THE CONTRARY NOTWITHSTANDING, UNTIL THE 2004 NOTES FIRST LIEN TRANSITION DATE
(AS DEFINED IN THE INTERCREDITOR AGREEMENT), THE GRANTORS SHALL NOT BE REQUIRED
TO ACT OR REFRAIN FROM ACTING WITH RESPECT TO ANY 2004 NOTES FIRST LIEN
COLLATERAL ON WHICH THE 2004 TRUSTEE (AS DEFINED IN THE INTERCREDITOR AGREEMENT)
HAS A LIEN SUPERIOR IN PRIORITY TO THE COLLATERAL AGENT'S LIEN THEREON IN ANY
MANNER THAT WOULD RESULT IN A DEFAULT UNDER THE TERMS AND PROVISIONS OF THE 2004
INDENTURE (AS DEFINED IN THE INTERCREDITOR AGREEMENT).
28
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:
29
Schedule I to the
Canadian Security Agreement
GRANTORS
Grantor
Address for Notice
Fascimile
Nil
Schedule II to the
Canadian Security Agreement
COPYRIGHTS
Schedule III to the
Canadian Security Agreement
LICENSES
Schedule IV to the
Canadian Security Agreement
PATENTS
Schedule V to the
Canadian Security Agreement
TRADEMARKS
Annex I
To the Canadian Security Agreement
[Form Of] PERFECTION CERTIFICATE
Reference is made to the Canadian Security Agreement dated as of February 17,
2004 (as amended, supplemented