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 LOAN PARTY (OTHER THAN A FOREIGN SUBSIDIARY) THAT WAS NOT IN
EXISTENCE OR NOT A LOAN PARTY ON THE DATE OF THE CREDIT AGREEMENT IS REQUIRED TO
ENTER IN THIS AGREEMENT AS A SUBSIDIARY PLEDGOR UPON BECOMING A LOAN PARTY. UPON
EXECUTION AND DELIVERY BY THE COLLATERAL AGENT AND A SUBSIDIARY OF AN INSTRUMENT
IN THE FORM OF ANNEX 1, SUCH SUBSIDIARY SHALL BECOME A SUBSIDIARY PLEDGOR
HEREUNDER WITH THE SAME FORCE AND EFFECT AS IF ORIGINALLY NAMED AS A SUBSIDIARY
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 Subsidiary 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.
SECTION 26.
NOVA SCOTIA UNLIMITED LIABILITY COMPANIES. NOTWITHSTANDING
ANYTHING ELSE CONTAINED IN THIS AGREEMENT OR ANY OTHER DOCUMENT OR AGREEMENT
AMONG ALL OR SOME OF THE PARTIES HERETO, UNIPLAST HOLDINGS INC. IS THE SOLE
REGISTERED AND BENEFICIAL OWNER OF ALL COLLATERAL WHICH IS COMPRISED OF SHARES
OF THE CANADIAN SUBSIDIARY BORROWER OR ANY OTHER PERSON WHOSE SECURITIES ARE THE
SUBJECT HEREOF AND WHICH IS AN UNLIMITED LIABILITY COMPANY (A "ULC") AND WILL
REMAIN SO UNTIL SUCH TIME AS SUCH SHARES ARE EFFECTIVELY TRANSFERRED INTO THE
NAME OF THE COLLATERAL AGENT, ANY OTHER SECURED PARTY OR ANY OTHER PERSON ON THE
BOOKS AND RECORDS OF SUCH ULC. ACCORDINGLY UNIPLAST HOLDINGS INC. SHALL BE
ENTITLED TO RECEIVE AND RETAIN FOR ITS OWN ACCOUNT ANY DIVIDEND ON OR OTHER
DISTRIBUTION, IF ANY, IN RESPECT OF SUCH COLLATERAL (EXCEPT INSOFAR AS UNIPLAST
HOLDINGS INC. HAS GRANTED A SECURITY INTEREST THEREIN) AND SHALL HAVE THE RIGHT
TO VOTE SUCH COLLATERAL AND TO CONTROL THE DIRECTION, MANAGEMENT AND POLICIES OF
THE CANADIAN SUBSIDIARY BORROWER TO THE SAME EXTENT AS UNIPLAST HOLDINGS INC.
WOULD IF SUCH COLLATERAL WERE NOT PLEDGED TO THE COLLATERAL AGENT (FOR ITS OWN
BENEFIT AND FOR THE BENEFIT OF THE SECURED PARTIES) PURSUANT HERETO. NOTHING IN
THIS AGREEMENT OR ANY OTHER DOCUMENT OR AGREEMENT AMONG ALL OR SOME OF THE
PARTIES HERETO IS INTENDED TO, AND NOTHING IN THIS AGREEMENT OR ANY OTHER
DOCUMENT OR AGREEMENT AMONG ALL OR SOME OF THE PARTIES HERETO SHALL, CONSTITUTE
THE COLLATERAL AGENT, ANY SECURED PARTY OR ANY PERSON OTHER THAN UNIPLAST
HOLDINGS INC. A MEMBER