MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

16.04 Taxes and Fees. Except as provided in Section 2.05, Buyer shall pay all license
fees, assessments and sales, use, excise, property and other taxes now or hereafter imposed by
any governmental body or authority with respect to the possession, use, sale, transfer,
consignment, delivery or ownership of the Consigned Products.
16.05 [Goods and Services Tax/VAT Tax]. 7
16.06 Security Interests.
(a) Registration. Seller may at its expense apply for any registration, or give any
notification, in connection with a security interest created under this Agreement.
(b) Financing Statements and Other Documents. Buyer shall execute (and file if
required by Seller) such standard financing statement forms or other documents (e.g., as may be
required under UCC-1 in the United States or under corresponding regulations in other
jurisdictions required by Seller) as Seller may request to be filed with any and all jurisdictions
required by Seller evidencing Seller’s ownership of the Consigned Products, whether stored at
Buyer’s facilities or any other location, or providing Seller with more effective security over the
Consigned Products, including ensuring that such security is enforceable, perfected, registered,
has priority over competing security interests or is otherwise effective. Buyer shall, upon Seller’
request, promptly execute any extensions or continuations of such financing statements or other
documents and to file such extensions and continuations in the applicable jurisdiction’s records.
Buyer shall execute, deliver and file all public notices required by Seller, in any jurisdiction
required by Seller, to evidence Seller’s ownership of the Consigned Products. Strictly for
purposes of this Agreement, Buyer appoints Seller as its attorney-in-fact for execution on behalf
of Buyer of any financing statements that are deemed necessary by Seller in order to protect
Seller’s interests in the Consigned Products.
(c) Security Agreement. Seller shall have the right to use this Agreement as a
“security agreement” in connection with its interest in the Consigned Products.
(d) No Other Security Interest or Lien. Buyer shall not grant, and shall not permit to
be granted, any security interest or lien in the Consigned Products in favor of any person or
entity other than Seller, except with the prior written consent of Seller. Buyer shall perform all
actions requested by Seller to ensure that no security interest or lien attaches to the Consigned
Products at any Buyer facilities or other location. Buyer waives any security interest or lien that
it may now or subsequently have against the Consigned Products (whether now existing or
subsequently acquired by Buyer), whether arising by custom or common or statutory law or
otherwise, including any security interest or lien arising by reason of Buyer’s performance of its
obligations under this Agreement.
7 Applicable tax provisions to be added by local counsel, as appropriate.
D-5
Exhibit D
Form of Consignment Agreement