loss of Senior Lender First Lien Collateral
and 2004 Notes First Lien Collateral, such proceeds shall be allocated between
such Senior Lender First Lien Collateral and such 2004 Notes First Lien
Collateral based upon their respective Fair Market Values (determined as of the
time immediately prior to the loss giving rise to such insurance proceeds).
(B)
THE COMPANY SHALL CAUSE ALL INSURANCE
POLICIES OR CERTIFICATES WITH RESPECT TO ITS INSURANCE POLICIES TO BE ENDORSED
FOR THE BENEFIT OF THE SECOND PRIORITY NOTEHOLDERS, THE 2004 NOTEHOLDERS AND THE
SENIOR LENDERS (INCLUDING BY NAMING THE SECOND PRIORITY NOTEHOLDER AGENT, THE
2004 NOTEHOLDER AGENT AND THE CREDIT AGENT AS LOSS PAYEE OR ADDITIONAL INSURED,
AS APPROPRIATE), IN EACH CASE TO THE EXTENT REQUIRED BY THE TERMS OF THE SECOND
PRIORITY DOCUMENTS, 2004 NOTEHOLDER DOCUMENTS OR SENIOR LENDER DOCUMENTS, AS
APPLICABLE.
IN THE EVENT ANY INSURANCE POLICY DOES NOT PERMIT SUCH ENDORSEMENT
TO BE MADE FOR THE BENEFIT OF MORE THAN ONE GROUP OF CREDITORS, OR DOES NOT
PERMIT MORE THAN ONE AGENT TO BE NAMED AS LOSS PAYEE OR ADDITIONAL INSURED, SUCH
INSURANCE POLICY SHALL BE ENDORSED FOR THE BENEFIT OF THE SENIOR OBLIGATIONS
SECURED PARTIES, AND SHALL NAME THE SENIOR COLLATERAL AGENT AS LOSS PAYEE OR
ADDITIONAL INSURED (IF PERMITTED BY THE TERMS OF SUCH INSURANCE POLICY, FOR THE
BENEFIT OF THE SENIOR COLLATERAL AGENT AND THE APPLICABLE JUNIOR COLLATERAL
AGENTS), IN EACH CASE TO THE EXTENT SUCH POLICY RELATES TO COMMON COLLATERAL
UPON WHICH SUCH SENIOR COLLATERAL AGENT HOLDS A SENIOR LIEN FOR THE BENEFIT OF
SUCH SENIOR OBLIGATIONS SECURED PARTIES.
5.3
AMENDMENTS TO JUNIOR OBLIGATIONS COLLATERAL
DOCUMENTS.
(A)
WITHOUT THE PRIOR WRITTEN CONSENT OF
THE APPLICABLE SENIOR COLLATERAL AGENT AND THE REQUIRED LENDERS, NO JUNIOR
OBLIGATIONS COLLATERAL DOCUMENT MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE
MODIFIED OR ENTERED INTO TO THE EXTENT SUCH AMENDMENT, SUPPLEMENT OR
MODIFICATION, OR THE TERMS OF ANY NEW JUNIOR OBLIGATIONS COLLATERAL DOCUMENT,
WOULD BE PROHIBITED BY OR INCONSISTENT WITH ANY OF THE TERMS RELATING TO THE
APPLICABLE SENIOR OBLIGATIONS COLLATERAL OF THE CORRESPONDING SENIOR OBLIGATIONS
DOCUMENTS.
EACH JUNIOR COLLATERAL AGENT AGREES THAT EACH CORRESPONDING JUNIOR
OBLIGATIONS COLLATERAL DOCUMENT SHALL INCLUDE THE FOLLOWING LANGUAGE (OR
LANGUAGE TO SIMILAR EFFECT APPROVED BY THE APPLICABLE SENIOR COLLATERAL AGENT):
22
"Notwithstanding anything herein to the contrary, the lien and security interest
granted to the [Junior Collateral Agent] pursuant to this Agreement and the
exercise of any right or remedy by the [Junior Collateral Agent] hereunder are
subject to the provisions of the Amended and Restated Intercreditor Agreement,
dated as of February 17, 2004 (as amended, supplemented or otherwise modified
from time to time, the "Intercreditor Agreement"), among Pliant Corporation,
Deutsche Bank Trust Company Americas, as Credit Agent, and Wilmington Trust
Company, as Trustee for the Senior Secured Notes due 2009 and the Senior Secured
Discount Notes due 2009.
In the event of any conflict between the terms of the
Intercreditor Agreement and this Agreement, the terms of the Intercreditor
Agreement shall govern."
In addition, each Junior Collateral Agent agrees