Common use of Post-Effectiveness Matters Clause in Contracts

Post-Effectiveness Matters. As soon as practicable, and in any event by the earlier of 45 days after the Amendment Effective Date and the day prior to the first date after the Amendment Effective Date on which any Incremental Facility under Section 2.21 of the Credit Agreement becomes effective (or such later date with respect to any particular item as the Administrative Agent may agree to in its reasonable discretion): (a) The Administrative Agent (or its counsel) shall have received (i) duly executed counterparts (which may include facsimile transmission or other electronic transmission of a signed counterpart) of the Guarantee and Collateral Agreement that, when taken together, bear the authorized signatures of the Administrative Agent, the Borrower and each Subsidiary Loan Party existing on the effective date of the Guarantee and Collateral Agreement and (ii) copies of fully completed schedules to the Guarantee and Collateral Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the effective date of the Guarantee and Collateral Agreement) of each of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Borrower, (ii) Xxxxxx Xxxxxxxxx, internal counsel for the Borrower and (iii) local counsel for the Borrower in each jurisdiction in which any Loan Party is organized, and the laws of which are not covered by the opinion letter referred to in clause (i) above, in each case in form and substance reasonably satisfactory to the Administrative Agent (which opinions shall cover, among other things, creation and perfection of the security interests under the Guarantee and Collateral Agreement). (c) The Administrative Agent shall have received a completed Perfection Certificate, dated the effective date of the Guarantee and Collateral Agreement and signed by a Financial Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted under Section 6.02 of the Credit Agreement or have been, or will substantially contemporaneously with the effective date of the Guarantee and Collateral Agreement be, released. (d) The Guarantee and Collateral Requirement (as such term is defined after giving effect to this Amendment) shall have been satisfied and, in connection therewith, the Borrower and each other Loan Party shall have (i) effected the pledge pursuant to the Collateral and Guarantee Requirement of the Pledged Debt Securities (as defined in the Guarantee and Collateral Agreement), (ii) executed and delivered such IP Security Agreements as are required by the Guarantee and Collateral Agreement to establish and perfect security interests in Intellectual Property Collateral consisting of United States Patents, United States registered Trademarks (and Trademarks for which United States applications for registration are pending) and United States exclusive Copyright Licenses, and (ii) taken all such other actions, including the filing of UCC financing statements, as may be necessary to satisfy the Collateral and Guarantee Requirement with respect to the Collateral. (e) The Administrative Agent shall have received evidence that the insurance required by Section 5.08 of the Credit Agreement is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 5.08 of the Credit Agreement.

Post-Effectiveness Matters. As soon as practicableHoldings shall deliver, and in any event by the earlier of 45 or cause to be delivered, within 180 days after the Amendment Effective Date and the day prior to the first date after the Amendment Effective Date on which any Incremental Facility under Section 2.21 of the Credit Agreement becomes effective (or such later date with respect to any particular item as the Administrative Agent may agree to in its reasonable discretion): sole, but reasonable, discretion may permit), with respect to (ai) The each Mortgage encumbering a Mortgaged Property located in the United States of America, and to the extent reasonably requested by the Administrative Agent (x) an amendment, amendment and restatement, or its counselsupplement thereto (each, a “Mortgage Amendment”), setting forth such changes as are reasonably necessary to reflect the lien securing the Bank Obligations under the Amended Credit Agreement, including the Tranche B-3 U.S. Term Loans and the New Revolving Credit Commitments and the extensions of credit thereunder, and to further grant, preserve, protect, confirm and perfect the first-priority lien and security interest thereby created and perfected, (y) shall have received (i) duly executed counterparts (which may include facsimile transmission or other electronic transmission of a signed counterpart) of the Guarantee and Collateral Agreement that, when taken together, bear the authorized signatures of the Administrative Agent, the Borrower and each Subsidiary Loan Party existing on the effective date of the Guarantee and Collateral Agreement and (ii) copies of fully completed schedules to the Guarantee and Collateral Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed opinions by local counsel reasonably acceptable to the Administrative Agent, Agent regarding the Lenders enforceability of each such Mortgage Amendment and (z) a date-down and mortgage modification endorsement to each policy of title insurance insuring the Issuing Banks and dated the effective date interest of the Guarantee and Collateral Agreement) of each of (i) Skaddenmortgagee or beneficiary, Arpsas the case may be, Slate, Xxxxxxx & Xxxx LLP, counsel for the Borrower, (ii) Xxxxxx Xxxxxxxxx, internal counsel for the Borrower and (iii) local counsel for the Borrower in each jurisdiction in which any Loan Party is organized, and the laws of which are not covered by the opinion letter referred with respect to in clause (i) abovesuch Mortgages, in each case in substantially the same form as those Mortgage Amendments and substance reasonably satisfactory local counsel opinions delivered to the Administrative Agent (which opinions shall coverin connection with Amendment No. 13, among other thingsexcept for those changes necessary to reflect the 2021 Transactions, creation and perfection each of the security interests under the Guarantee and Collateral Agreement). (c) The Administrative Agent shall have received a completed Perfection Certificate, dated the effective date of the Guarantee and Collateral Agreement and signed by a Financial Officer of the Borrower, together with foregoing being in all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence respects reasonably satisfactory acceptable to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted under Section 6.02 of the Credit Agreement or have been, or will substantially contemporaneously with the effective date of the Guarantee and Collateral Agreement be, released. (d) The Guarantee and Collateral Requirement (as such term is defined after giving effect to this Amendment) shall have been satisfied and, in connection therewith, the Borrower and each other Loan Party shall have (i) effected the pledge pursuant to the Collateral and Guarantee Requirement of the Pledged Debt Securities (as defined in the Guarantee and Collateral Agreement), (ii) executed and delivered such IP Security Agreements as are required by the Guarantee and Collateral Agreement to establish and perfect security interests in Intellectual Property Collateral consisting of United States Patents, United States registered Trademarks (and Trademarks for which United States applications for registration are pending) and United States exclusive Copyright Licenses, and (ii) taken all with respect to each Mortgaged Property not currently subject to a Mortgage, such Mortgages, legal opinions regarding the enforceability of each such Mortgage, title insurance policies and other actionsinstruments, including the filing of UCC financing statementscertificates, documents and agreements as may be necessary to satisfy reasonably requested by the Collateral and Guarantee Requirement with respect to the Collateral. (e) The Administrative Agent shall have received evidence that the insurance required by or any Collateral Agent, all subject to and in compliance with Section 5.08 5.12 of the Credit Agreement is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 5.08 of the Amended Credit Agreement.

Post-Effectiveness Matters. As soon as practicable, and in any event by the earlier of 45 Within 180 days after the Amendment No. 16 Effective Date and the day prior to the first date after the Amendment Effective Date on which any Incremental Facility under Section 2.21 of the Credit Agreement becomes effective (or such later date with respect to any particular item as the Administrative Agent may agree to in its reasonable discretion):sole, but reasonable, discretion may permit), Holdings shall deliver, or cause to be delivered, with respect to each existing Mortgaged Property either: (a) The Administrative Agent (or its counsel) shall have received (i) duly executed counterparts written confirmation (which confirmation may include facsimile transmission or other be provided in the form of an electronic transmission of a signed counterpart) of the Guarantee and Collateral Agreement that, when taken together, bear the authorized signatures of the Administrative Agent, the Borrower and each Subsidiary Loan Party existing on the effective date of the Guarantee and Collateral Agreement and (ii) copies of fully completed schedules to the Guarantee and Collateral Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the effective date of the Guarantee and Collateral Agreement) of each of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Borrower, (ii) Xxxxxx Xxxxxxxxx, internal counsel for the Borrower and (iii) local counsel for the Borrower in each jurisdiction in which any Loan Party is organized, and the laws of which are not covered by the opinion letter referred to in clause (i) above, in each case mail acknowledgment in form and substance reasonably satisfactory to the Administrative Agent Agent) from local counsel in the jurisdiction in which the Mortgaged Property is located substantially to the effect that: (which opinions shall cover, among other things, creation and perfection x) the recording of the security interests under existing Mortgage is the Guarantee and Collateral Agreement). (c) The Administrative Agent shall have received a completed Perfection Certificate, dated the effective date only filing or recording necessary to give constructive notice to third parties of the Guarantee and Collateral Agreement and signed lien created by a Financial Officer of such Mortgage as security for the Borrower, together with all attachments contemplated therebyBank Obligations, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated Bank Obligations evidenced by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted under Section 6.02 of the Credit Agreement or have been, or will substantially contemporaneously with the effective date of the Guarantee and Collateral Agreement be, released. (d) The Guarantee and Collateral Requirement (as such term is defined after giving effect to this Amendment) shall have been satisfied and, in connection therewith, the Borrower and each other Loan Party shall have (i) effected the pledge pursuant to the Collateral and Guarantee Requirement of the Pledged Debt Securities (as defined in the Guarantee and Collateral Agreement), (ii) executed and delivered such IP Security Agreements as are required by the Guarantee and Collateral Agreement to establish and perfect security interests in Intellectual Property Collateral consisting of United States Patents, United States registered Trademarks (and Trademarks for which United States applications for registration are pending) and United States exclusive Copyright Licenses, and (ii) taken all such other actions, including the filing of UCC financing statements, as may be necessary to satisfy the Collateral and Guarantee Requirement with respect to the Collateral. (e) The Administrative Agent shall have received evidence that the insurance required by Section 5.08 of the Credit Agreement is in effect, together with endorsements naming the Administrative Agentamended hereby, for the benefit of the Secured Parties; and (y) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgage as security for the Bank Obligations, including the Bank Obligations evidenced by the Credit Agreement, as additional insured and loss payee thereunder amended hereby, for the benefit of the Secured Parties; or (b) to the extent required reasonably requested by the Administrative Agent (x) an amendment, amendment and restatement, or supplement thereto (each, a “Mortgage Amendment”), setting forth such changes as are reasonably necessary to reflect the lien securing the Bank Obligations under Section 5.08 the Credit Agreement as amended hereby, including after giving effect to the extension of the Revolving Credit AgreementCommitments pursuant to this Amendment, and to further grant, preserve, protect, confirm and perfect the first-priority lien and security interest thereby created and perfected, (y) opinions by local counsel reasonably acceptable to the Administrative Agent regarding the enforceability of each such Mortgage Amendment and (z) a date-down and mortgage modification endorsement to each policy of title insurance insuring the interest of the mortgagee or beneficiary, as the case may be, with respect to such Mortgages, in each case in substantially the same form as those Mortgage Amendments and local counsel opinions delivered to the Administrative Agent in connection with the 2021 Specified Refinancing and Incremental Amendment and each of the foregoing being in all respects reasonably acceptable to the Administrative Agent.

Post-Effectiveness Matters. As soon as practicableHoldings shall deliver, and in any event by the earlier of 45 or cause to be delivered, within 180 days after the Amendment No. 13 Effective Date and the day prior to the first date after the Amendment Effective Date on which any Incremental Facility under Section 2.21 of the Credit Agreement becomes effective (or such later date with respect to any particular item as the Administrative Agent may agree to in its reasonable discretion): sole, but reasonable, discretion may permit), with respect to (ai) The each Mortgage encumbering a Mortgaged Property located in the United States of America, and to the extent reasonably requested by the Administrative Agent (x) an amendment, amendment and restatement, or its counselsupplement thereto (each, a “Mortgage Amendment”), setting forth such changes as are reasonably necessary to reflect the lien securing the Bank Obligations under the Amended Credit Agreement, including the Tranche B-2 U.S. Term Loans and the New Revolving Credit Commitments and the extensions of credit thereunder, and to further grant, preserve, protect, confirm and perfect the first-priority lien and security interest thereby created and perfected, (y) shall have received (i) duly executed counterparts (which may include facsimile transmission or other electronic transmission of a signed counterpart) of the Guarantee and Collateral Agreement that, when taken together, bear the authorized signatures of the Administrative Agent, the Borrower and each Subsidiary Loan Party existing on the effective date of the Guarantee and Collateral Agreement and (ii) copies of fully completed schedules to the Guarantee and Collateral Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed opinions by local counsel reasonably acceptable to the Administrative Agent, Agent regarding the Lenders enforceability of each such Mortgage Amendment and (z) a date-down and mortgage modification endorsement to each policy of title insurance insuring the Issuing Banks and dated the effective date interest of the Guarantee and Collateral Agreement) of each of (i) Skaddenmortgagee or beneficiary, Arpsas the case may be, Slate, Xxxxxxx & Xxxx LLP, counsel for the Borrower, (ii) Xxxxxx Xxxxxxxxx, internal counsel for the Borrower and (iii) local counsel for the Borrower in each jurisdiction in which any Loan Party is organized, and the laws of which are not covered by the opinion letter referred with respect to in clause (i) abovesuch Mortgages, in each case in substantially the same form as those Mortgage Amendments and substance reasonably satisfactory local counsel opinions delivered to the Administrative Agent (which opinions shall coverin connection with that certain Incremental Assumption Agreement dated as of February 7, among other things2017, creation except for those changes necessary to reflect the 2020 Transactions, and perfection each of the security interests under the Guarantee and Collateral Agreement). (c) The Administrative Agent shall have received a completed Perfection Certificate, dated the effective date of the Guarantee and Collateral Agreement and signed by a Financial Officer of the Borrower, together with foregoing being in all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence respects reasonably satisfactory acceptable to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted under Section 6.02 of the Credit Agreement or have been, or will substantially contemporaneously with the effective date of the Guarantee and Collateral Agreement be, released. (d) The Guarantee and Collateral Requirement (as such term is defined after giving effect to this Amendment) shall have been satisfied and, in connection therewith, the Borrower and each other Loan Party shall have (i) effected the pledge pursuant to the Collateral and Guarantee Requirement of the Pledged Debt Securities (as defined in the Guarantee and Collateral Agreement), (ii) executed and delivered such IP Security Agreements as are required by the Guarantee and Collateral Agreement to establish and perfect security interests in Intellectual Property Collateral consisting of United States Patents, United States registered Trademarks (and Trademarks for which United States applications for registration are pending) and United States exclusive Copyright Licenses, and (ii) taken all with respect to each Mortgaged Property not currently subject to a Mortgage, such Mortgages, legal opinions regarding the enforceability of each such Mortgage, title insurance policies and other actionsinstruments, including the filing of UCC financing statementscertificates, documents and agreements as may be necessary reasonably requested by the Administrative Agent or any Collateral Agent, all subject to satisfy and in compliance with Section 5.12 of the Collateral Amended Credit Agreement. Holdings shall deliver, or cause to be delivered, within 60 days after the Amendment No. 13 Effective Date (or such later date as the Administrative Agent in its sole, but reasonable, discretion may permit), stock certificates and Guarantee Requirement with respect to instruments of transfer representing 65% of Evergreen Packaging Canada Limited. REAFFIRMATION AGREEMENT, dated as of October 1, 2020 (this “Agreement”), among (a) Pactiv Evergreen Inc. (formerly Xxxxxxxx Group Holdings Limited) (“Holdings”), (b) Xxxxxxxx Group Holdings Inc., Pactiv LLC and Evergreen Packaging LLC (formerly Evergreen Packaging Inc.) (collectively, the Collateral. “Borrowers”), (c) Xxxxxxxx Group Issuer LLC and Xxxxxxxx Group Issuer Inc. (together, the “Issuers”), (d) the Grantors listed on Schedule A hereto (the “Reaffirming Parties”), (e) The Credit Suisse AG, as administrative agent (in such capacity, the “Administrative Agent shall have received evidence that the insurance required by Section 5.08 of Agent”) under the Credit Agreement is in effect(as defined below), together with endorsements naming the Administrative Agent, for the benefit (f) The Bank of the Secured PartiesNew York Mellon, as additional insured trustee under the June 2016 Senior Secured Notes Indenture (as defined below) (in such capacity, the “June 2016 Trustee”), (g) The Bank of New York Mellon, as collateral agent (the “Collateral Agent”) under the First Lien Intercreditor Agreement (as defined below) and loss payee thereunder to (h) Wilmington Trust, National Association., as trustee under the extent required under Section 5.08 of 2020 Senior Secured Notes Indenture (as defined below) (in such capacity, the Credit Agreement“2020 Trustee”).