Common use of Security Agreements Clause in Contracts

Security Agreements. (a) On the Initial Borrowing Date, each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement in the form of Exhibit H-1 (as amended, modified, restated and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or desirable to perfect the security interests purported to be created by the U.S. Security Agreement; and (ii) certified copies of (x) requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens and (y) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require. (b) In addition to the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (i) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be reasonably necessary or desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement; and (ii) evidence that all other actions reasonably necessary or desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein, together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (ii) to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion of all other recordings and filings of, or with respect to, the Canadian Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable to perfect the security interests intended to be created by the Canadian Security Agreement.

Security Agreements. (a) On The Administrative Agent and the Initial Borrowing Date, each U.S. Credit Party Lenders shall have received executed counterparts of the Security Agreement, dated as of the date hereof, duly authorized, executed and delivered the U.S. Security Agreement in the form of Exhibit H-1 (as amended, modified, restated and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or desirable to perfect the security interests purported to be created by the U.S. Security Agreement; and Borrower and each Material Subsidiary (ii) certified copies of (x) requests for information or copies (Form UCC-11if any), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens and (y) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require. (b) In addition to the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (i) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be reasonably necessary or desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement; and (ii) evidence that all other actions reasonably necessary or desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein, together with: (ia) proper financing statements certificates (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under in the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar case of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and Capital Securities that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities securities (as defined in the Canadian Security AgreementUCC)) andevidencing all of the issued and outstanding Capital Securities owned by the Borrower or any Guarantor in in any Subsidiaries, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, to the extent obtainable such certificates and undated instruments is not in the possession of the Administrative Agent on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; anddate hereof; (iib) financing statements suitable in form for naming the Borrower and each Material Subsidiary as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion UCC of all other recordings and filings of, or with respect to, the Canadian Security Agreement jurisdictions as may be necessary or, in the reasonable opinion of the Collateral AgentAdministrative Agent or any Lender, advisable desirable to perfect the security interests intended of the Administrative Agent and the other Secured Parties pursuant to be created by the Canadian Security Agreement, to the extent such financing statements are not filed and effective on or prior to the date hereof; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person, except for Liens permitted pursuant to Section 8.3, (i) in any assets of the Borrower or any Subsidiary or (ii) securing any of the Indebtedness identified in Schedule 8.2(b)(i) to the Disclosure Letter, together with such other UCC Form UCC-3 termination statements as the Administrative Agent or any Lender may reasonably request from the Borrower or any Subsidiary; (d) [reserved]; and (e) evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts of the Borrower and each Material Subsidiary are Controlled Accounts (other than Excluded Accounts).

Security Agreements. The Lender shall have received executed counterparts of the Security Agreement and each Dutch Security Document, each dated as of the date hereof, duly executed and delivered by the Borrower and each Material Subsidiary, together with (a) On the Initial Borrowing Date, each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement certificates (in the form case of Exhibit H-1 (as amended, modified, restated and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or desirable to perfect the security interests purported to be created by the U.S. Security Agreement; and (ii) certified copies of (x) requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor and Capital Securities that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens and (y) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require. (b) In addition to the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (i) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be reasonably necessary or desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement; and (ii) evidence that all other actions reasonably necessary or desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein, together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities securities (as defined in the Canadian Security AgreementUCC)) andevidencing all of the issued and outstanding Capital Securities owned by the Borrower or any Guarantor in the Borrower and the Subsidiaries (limited to 65% of the issued and outstanding voting Capital Securities and 100% of the issued and outstanding non-voting Capital Securities of any Excluded Foreign Subsidiary), to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (which certificates in each casecase shall be accompanied by undated instruments of transfer duly executed in blank, or, in the case of Capital Securities that are uncertificated securities (as defined in the Canadian Security Agreement) then owned UCC), confirmation and evidence satisfactory to the Lender that the security interest therein has been transferred to and perfected by the Lender in accordance with Articles 8 and 9 of the UCC and all Laws otherwise applicable to the perfection of the pledge of such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Capital Securities; and; (iib) financing statements suitable in form for naming the Borrower and each Subsidiary as a debtor and the Lender as the secured party, or other similar instruments or documents to be filed under the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion UCC of all other recordings and filings of, or with respect to, the Canadian Security Agreement jurisdictions as may be necessary or, in the reasonable opinion of the Collateral AgentLender, advisable desirable to perfect the security interests intended of the Lender pursuant to be created by the Canadian Security Agreement; and (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any assets of the Borrower or any Subsidiary, and (ii) securing any of the Indebtedness identified in Schedule 8.2(b), together with such other UCC Form UCC-3 termination statements as the Lender may reasonably request from the Borrower or any Subsidiary.

Security Agreements. The Lender shall have received executed counterparts of the Security Agreement, dated as of the date hereof, duly executed and delivered by the Borrower and each Subsidiary in existence on the Closing Date, together with (a) On the Initial Borrowing Date, each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement certificates (in the form case of Exhibit H-1 (as amended, modified, restated and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or desirable to perfect the security interests purported to be created by the U.S. Security Agreement; and (ii) certified copies of (x) requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor and Capital Securities that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens and (y) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require. (b) In addition to the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (i) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be reasonably necessary or desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement; and (ii) evidence that all other actions reasonably necessary or desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein, together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities securities (as defined in the Canadian Security AgreementUCC)) andevidencing all of the issued and outstanding Capital Securities owned by the Borrower or any Subsidiary in the Subsidiaries, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (which certificates in each casecase shall be accompanied by undated instruments of transfer duly executed in blank, or, in the case of Capital Securities that are uncertificated securities (as defined in the Canadian Security Agreement) then owned UCC), confirmation and evidence satisfactory to the Lender that the security interest therein has been transferred to and perfected by such Canadian Credit Party the Lender in accordance with Articles 8 and evidenced by certificates or notes (x) endorsed in blank in 9 of the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; andUCC; (iib) financing statements suitable in form for naming the Borrower and each Subsidiary as a debtor and the Lender as the secured party, or other similar instruments or documents to be filed under the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion UCC of all other recordings and filings of, or with respect to, the Canadian Security Agreement jurisdictions as may be necessary or, in the reasonable opinion of the Collateral AgentLender, advisable desirable to perfect the security interests intended of the Lender pursuant to be created by the Canadian Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any assets of the Borrower or any Subsidiary, and (ii) securing any of the Indebtedness identified in Schedule 8.2(b), together with such other UCC Form UCC-3 termination statements as the Lender may reasonably request from the Borrower or any Subsidiary; (d) subject to Section 7.14, landlord access agreements and bailee letters in form and substance satisfactory to the Lender from each landlord to the Borrower or any Subsidiary and each other Person that has possession of any Collateral (as defined in the Security Agreement), provided, that neither Borrower nor any Subsidiary shall be required to obtain as a condition to closing or at any time any such agreement for (i) Equipment and other property consisting of demonstration units or located at clinical sites or trade and exhibition shows or (ii) other locations with less than $100,000 of Collateral; and (e) subject to Section 7.14, evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts of the Borrower and each Subsidiary are Controlled Accounts (other than Excluded Accounts).

Security Agreements. (a) On the Initial Borrowing Effective Date, each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement substantially in the form of Exhibit H-1 G-1 (as amended, modified, restated and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein), and shall have deliveredtogether with: (i) proper financing statements (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or desirable or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the U.S. Security Agreement; and; (ii) certified copies of (x) requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings, BWAY Holding any U.S. Credit Party or any of their respective Restricted its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) aboveabove and in such other jurisdictions in which Collateral is located on the Effective Date, together with copies of such other financing statements that name Holdings, BWAY Holding any U.S. Credit Party or any of their respective Restricted its Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) all Securities and Instruments (in each case, as defined in the respective U.S. Security Agreement) then owned by such U.S. Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) reports as together with executed and undated endorsements for transfer in the case of certificated Securities, in each case, delivered to the applicable collateral agent pursuant to the Intercreditor Agreement; (iv) a recent date listing all effective tax and judgment liens Perfection Certificate (appropriately completed), along with respect to completed Schedules thereto, duly executed by an Authorized Officer of Holdings, BWAY Holding or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require.Borrower and each Subsidiary Guarantor; (b) In addition to the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (iv) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be reasonably necessary or or, in the reasonable opinion of the Collateral Agent, desirable, to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported intended to be created by the U.S. Security Agreement; and (iivi) evidence that all other actions reasonably necessary or desirable (including or, in the receipt reasonable opinion of the respective control agreements referred to in the U.S. Security Agreement) Collateral Agent, desirable to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken, and the U.S. Security Agreement shall be in full force and effect. (cb) On the Initial Borrowing Effective Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement one or more security agreements and deeds of hypothec (as required by the Administrative Agent) substantially in the form of Exhibit H-2 and, where applicable, Quebec Security G-2 (collectively, as amended, amended and restatedmodified, modified restated and/or supplemented from time to time, the each, a “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein), together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements statements, recordations or similar notices as shall be required by local law), registered under the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or or, in the reasonable opinion of the Collateral Agent, advisable to perfect the security interests purported to be created by the each Canadian Security Agreement; and; (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property Security (Ontario) or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit PartyParty or any of its Subsidiaries, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i)) above, together with evidence of the release or discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent.; (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (iiii) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, and Instruments (in each case, as defined in the respective Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and; (iiiv) to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion of all other recordings and filings of, or with respect to, the each Canadian Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable to perfect the security interests intended to be created by the each Canadian Security Agreement; and (v) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by each Canadian Security Agreement have been taken, and each Canadian Security Agreement shall be in full force and effect.

Security Agreements. (a) On the Initial Borrowing Effective Date, each U.S. Credit Party shall have duly authorized, executed and delivered (a) the U.S. Security Agreement in the form of Exhibit H-1 F (as amended, modifiedrestated, restated amended and restated, modified and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of such Credit Party’s present Security Agreement Collateral, (b) to the extent applicable, the Copyright Security Agreement for filing with the United States Copyright Office, (c) to the extent applicable, the Patent Security Agreement for filing with the United States Patent and future Collateral referred Trademark Office and (d) to thereinthe extent applicable, the Trademark Security Agreement for filing with the United States Patent and shall have deliveredTrademark Office, together with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or desirable or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the U.S. foregoing Security Agreement; andDocuments; (ii) certified copies of (xA) requests for information or copies any certificates representing Pledged Interests (Form UCC-11as defined in the Security Agreement), together with executed and undated endorsements of transfer and (B) any promissory notes endorsed in blank; provided, that 100% of the total outstanding non-voting stock and not more than 65% of the total outstanding voting stock in or equivalent of any Excluded Subsidiary of the type referred to in clauses (c) and (d) of the definition thereof shall be pledged or similarly hypothecated to guarantee or support any Loan; (iii) reports as of a recent date, date listing all effective financing statements that name Holdings, BWAY Holding Parent or any of their respective Restricted its domestic Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover evidence any Lien other than (A) Permitted Liens or (B) Liens in respect of which the Collateral except to the extent evidencing Permitted Liens and (y) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding Agent shall have received satisfactory termination or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require.other release documentation; and (b) In addition to the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (iiv) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. each such Security Agreement as may be reasonably necessary or desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement; and (ii) evidence that all other actions reasonably necessary or desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein, together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (ii) to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion of all other recordings and filings of, or with respect to, the Canadian Security Agreement Document as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable desirable, to perfect and protect the security interests intended to be created by each such Security Document; and each such Security Document shall be in full force and effect; provided, that (A) to the Canadian extent any security interest under a Security AgreementDocument (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement or the delivery or possession of certified securities) is not perfected on the Effective Date (1) due to undue burden or expense or (2) after the Borrowers have used commercially reasonable efforts to do so, such perfection shall not be a condition to Borrowing on the Effective Date, and (B) any such unperfected security shall be perfected promptly after the Effective Date, and in no event later than 90 days after the Effective Date or such later date as the Administrative Agent may agree pursuant to Section 13.23.

Security Agreements. (a) On Subject to Section 12.22, on the Initial Borrowing Closing Date, each U.S. Credit Party shall have duly authorized, executed and delivered (a) the U.S. Security Agreement in the form of Exhibit H-1 F (as amended, modifiedrestated, restated amended and restated, modified and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of such Credit Party’s present Security Agreement Collateral, (b) to the extent applicable, the Copyright Security Agreement for filing with the United States Copyright Office, (c) to the extent applicable, the Patent Security Agreement for filing with the United States Patent and future Collateral referred Trademark Office and (d) to thereinthe extent applicable, the Trademark Security Agreement for filing with the United States Patent and shall have deliveredTrademark Office, together with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or desirable or, in the reasonable opinion of the Required Lenders, desirable, to perfect the security interests purported to be created by the U.S. foregoing Security Agreement; andDocuments; (ii) certified copies subject to the terms of the Subordination Agreement, (x) requests for information or copies any certificates representing Pledged Interests (Form UCC-11as defined in the Security Agreement), or equivalent together with executed and undated endorsements of transfer and (y) any promissory notes endorsed in blank; (iii) reports as of a recent date, date listing all effective financing statements and intellectual property security filings that name Holdings, BWAY Holding Holdings or any of their respective Restricted its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover evidence any of the Collateral except to the extent evidencing Lien other than Permitted Liens and (y) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require.Liens; and (b) In addition to the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (iiv) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. each such Security Agreement as may be reasonably necessary or desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement; and (ii) evidence that all other actions reasonably necessary or desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein, together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (ii) to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion of all other recordings and filings of, or with respect to, the Canadian Security Agreement Document as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable desirable, to perfect and protect the security interests intended to be created by the Canadian each such Security AgreementDocument; and each such Security Document shall be in full force and effect.

Security Agreements. (ai) On the Initial Borrowing Date, each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement in the form of Exhibit H-1 F-1 (as amended, modified, restated and/or modified or supplemented from time to timetime in accordance with the terms hereof and thereof, the “U.S. Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have deliveredtogether with: (iA) proper financing statements Financing Statements (Form UCC-1 or the equivalent) authorized fully executed for filing under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or desirable or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the U.S. Security Agreement; and; (iiB) certified copies of (x) requests Requests for information Information or copies Copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings, BWAY Holding the Borrower or any of their respective Restricted Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (iA) aboveabove and in such other jurisdictions in which Collateral is located on the Initial Borrowing Date or which may result in the existence of perfected security interests against Holdings, the Borrower or any of their respective Subsidiaries, together with copies of such other financing statements that name Holdings, BWAY Holding the Borrower or any of their respective Restricted Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens and or (y) reports those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as of a recent date listing all effective tax and judgment liens shall be required by local law fully executed for filing); (C) evidence that, with respect to Holdingsall Certificated Units of the Borrower and its Subsidiaries on the Initial Borrowing Date, BWAY Holding a notation of the security interest of DBTCA or BTCC, as a Collateral Agent, has been made on the certificate of title with respect thereto (or that the Borrower has deposited (or will substantially currently with the Initial Borrowing Date deposit) an application for such notation with the applicable Governmental Authority, together with any of their respective Subsidiaries necessary fee in each jurisdiction as connection therewith) which notation shall, under applicable state law, perfect the Agents may reasonably require. Collateral Agent’s security interest therein (b) In addition except to the requirements of extent the UCC is controlling, in which case the Financing Statements filed pursuant to preceding clause (aA) shall perfect such security interests), the U.S. Borrower will have used commercially reasonable efforts to deliver:; (iD) subject to Section 11.19, evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be reasonably necessary or or, in the opinion of the Collateral Agent, desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported intended to be created by the U.S. Security Agreement; and (iiE) subject to Section 11.19, evidence that all other actions reasonably necessary or desirable (including or, in the receipt reasonable opinion of the respective control agreements referred to in the U.S. Security Agreement) Collateral Agent, desirable to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken, and the U.S. Security Agreement shall be in full force and effect. (cii) On the Initial Borrowing Date, each Canadian Credit Party WSC shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein, together with: (iA) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors registration of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (ii) to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion of all other recordings and filings of, or with respect to, the Canadian Security Agreement in such jurisdictions as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable desirable to perfect and protect the security interests interest intended to be created by the such Canadian Security Agreement; and (B) all discharges, subordination agreements, waivers and confirmations as may be necessary or, in the opinion of the Collateral Agent, desirable to ensure that all obligations purported to be secured by such Canadian Security Agreement are secured by first priority liens on the property and assets of WSC with such exceptions as are permitted herein.

Security Agreements. (a) On the Initial Borrowing Closing Date, each U.S. Credit Party shall have duly authorized, executed and delivered (a) the U.S. Security Agreement in the form of Exhibit H-1 F (as amended, modifiedrestated, restated amended and restated, modified and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of such Credit Party’s present Security Agreement Collateral, (b) to the extent applicable, the Copyright Security Agreement for filing with the United States Copyright Office, (c) to the extent applicable, the Patent Security Agreement for filing with the United States Patent and future Collateral referred Trademark Office and (d) to thereinthe extent applicable, the Trademark Security Agreement for filing with the United States Patent and shall have deliveredTrademark Office, together with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or desirable or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the U.S. foregoing Security Agreement; andDocuments; (ii) certified copies of (x) requests for information or copies any certificates representing Pledged Interests (Form UCC-11as defined in the Security Agreement), together with executed and undated endorsements of transfer and (y) any promissory notes endorsed in blank; provided that 100% of the total outstanding non-voting stock and not more than 65% of the total outstanding voting stock in or equivalent of any Excluded Subsidiary of the type referred to in clauses (iii) and (iv) of the definition thereof shall be pledged or similarly hypothecated to guarantee or support any Term Loan; (iii) reports as of a recent date, date listing all effective financing statements that name Holdings, BWAY Holding Holdings or any of their respective its domestic Restricted Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover evidence any Lien other than (i) Permitted Liens (as defined in this Agreement in effect immediately prior to the Second Amendment Effective Date) or (ii) Liens in respect of which the Collateral except to the extent evidencing Permitted Liens and (y) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding Agent shall have received reasonably satisfactory termination or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require.other release documentation; and (b) In addition to the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (iiv) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. each such Security Agreement as may be reasonably necessary or desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement; and (ii) evidence that all other actions reasonably necessary or desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein, together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (ii) to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion of all other recordings and filings of, or with respect to, the Canadian Security Agreement Document as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable desirable, to perfect and protect the security interests intended to be created by each such Security Document; and each such Security Document shall be in full force and effect; provided that, (i) to the Canadian extent any security interest under a Security AgreementDocument (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement or the delivery or possession of certified securities) is not perfected on the Closing Date (x) due to undue burden or expense or (y) after the Borrower has used commercially reasonable efforts to do so, such perfection shall not be a condition to Borrowing on the Closing Date and (ii) any such unperfected security shall be perfected promptly after the Closing Date, and in no event later than 90 days after the Closing Date or such later date as the Administrative Agent may agree pursuant to Section 12.22.

Security Agreements. (ai) On the Initial Borrowing Date, each U.S. Credit Party The Borrower shall have duly authorized, executed and delivered the U.S. Security Agreement a security agreement substantially in the form of Exhibit H-1 E (as amended, modified, restated and/or supplemented or amended from time to time, the “U.S. "Borrower Security Agreement”") amending and restating the security agreement delivered by the Borrower pursuant to the Original Credit Agreement covering all of such Credit Party’s the Borrower's present and future Security Agreement Collateral referred to therein, and shall have deliveredtogether with: (iA) proper executed copies of financing statements (Form UCC-1 or the equivalentUCC-1) authorized and amendments to financing statements (Form UCC-3) in appropriate form for filing under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or desirable to perfect the security interests purported to be created by the U.S. Borrower Security Agreement; and; (iiB) certified copies of (x) requests Requests for information Information or copies Copies (Form UCC-11), or equivalent reports as reports, each of a recent date, date listing all effective financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) aboveA), together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Agent and (y) to the extent evidencing Permitted Liens and (y) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require.Liens); (b) In addition to the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (iC) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Borrower Security Agreement as may be reasonably necessary or desirableor, in the opinion of the Collateral Agent, desirable to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported intended to be created by the U.S. Borrower Security Agreement; and (iiD) evidence that all other actions reasonably necessary or desirable (including or, in the receipt reasonable opinion of the respective control agreements referred to in the U.S. Security Agreement) Collateral Agent, desirable to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Borrower Security Agreement have been taken. (cii) On each Subsidiary of the Initial Borrowing Date, each Canadian Credit Party Borrower shall have duly authorized, executed and delivered a Canadian Security Agreement the security agreement substantially in the form of Exhibit H-2 andF (as modified, where applicable, Quebec Security (collectively, as amended, supplemented or amended and restated, modified and/or supplemented from time to time, the “Canadian "Subsidiary Security Agreement”") covering all of each such Canadian Credit Party’s Subsidiary's present and future Security Agreement Collateral referred to therein, together with: (iA) proper executed copies of financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered UCC-1) in appropriate form for filing under the PPSA in Ontario and UCC of each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Subsidiary Security Agreement; and; (iiB) PPSA inquiry response certificates certified by the Ontario Registrar copies of Personal Property Requests for Information or any other Copies (Form UCC-11), or equivalent certificate or search report in any other province or territoryreports, each of recent date listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, Subsidiary as debtor and that are filed in the jurisdictions referred to in said clause (iA), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors copies of such Canadian Credit Party as reasonably requested by financing statements (none of which shall cover the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes except (x) endorsed in blank in those with respect to which appropriate termination statements executed by the case of promissory notes constituting such Instruments, secured lender thereunder have been delivered to the Agent and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (ii) to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidencing Permitted Liens); (C) evidence of the completion of all other recordings and filings of, or with respect to, the Canadian Subsidiary Security Agreement as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by the Subsidiary Security Agreement; and (D) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, advisable desirable to perfect and protect the security interests intended purported to be created by the Canadian Subsidiary Security AgreementAgreement have been taken.

Security Agreements. The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Loan Security Agreement and the First Lien Pledge and Security Agreement, each dated as of the Closing Date, duly executed by the applicable Obligor party thereto, together with (a) On evidence that certificates evidencing all of the Initial Borrowing Date, each U.S. Credit Party issued and outstanding Capital Securities owned by the Pledgor of Royalty Sub and pledged under the First Lien Pledge and Security Agreement shall have duly authorized, executed and been delivered the U.S. Security Agreement in the form of Exhibit H-1 (as amended, modified, restated and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or desirable to perfect the security interests purported to be created by the U.S. Security Agreement; and (ii) certified copies of (x) requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens and (y) reports as of a recent date listing all effective tax and judgment liens with respect to HoldingsAdministrative Agent, BWAY Holding or any of their respective Subsidiaries which certificates in each jurisdiction as the Agents may reasonably require.case shall be accompanied by undated instruments of transfer duly executed in blank; (b) In addition copies of Filing Statements suitable in form for naming the Pledgor and Royalty Sub as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (i) evidence of the completion UCC of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be reasonably necessary or desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement; and (ii) evidence that all other actions reasonably necessary or desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein, together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (ii) to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion of all other recordings and filings of, or with respect to, the Canadian Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Administrative Agent, advisable desirable to perfect the security interests intended Liens of the Administrative Agent pursuant to each such Security Agreement, and copies of Uniform Commercial Code financing statements to be created filed in connection with the Purchase and Sale Agreement naming Quintiles as a debtor and Royalty Sub as the secured party; (c) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Canadian Security AgreementAdministrative Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall evidence a Lien on any collateral described in any Loan Document); and (d) a copy of a deposit and securities account control agreement executed and delivered by each of Royalty Sub, the Administrative Agent, the Trustee and U.S. Bank National Association, the deposit bank and/or custodian with respect to each Account, sufficient to enable the Administrative Agent (or its agent) to have and maintain control over each Account.

Security Agreements. (a) On the Initial Borrowing Date, each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement in the form of Exhibit H-1 H (as amended, modified, restated and/or modified or supplemented from time to time, the “U.S. Security Agreement”) covering all of such U.S. Credit Party’s present and future Collateral referred to thereinSecurity Agreement Collateral, and shall have deliveredtogether with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or desirable or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the U.S. Security Agreement; and; (ii) certified copies of (x) requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings, BWAY Holding Aleris or any of their respective Restricted its Domestic Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) aboveabove and in such other jurisdictions in which Collateral is located on the Borrowing Date, together with copies of such other financing statements that name Holdings, BWAY Holding Aleris or any of their respective Restricted its Domestic Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens and or (y) reports those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require. (b) In addition to the requirements of the preceding clause (ashall be required by local law fully executed for filing), the U.S. Borrower will have used commercially reasonable efforts to deliver: (i) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be reasonably necessary or desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement; and (iiiii) evidence that all other actions reasonably documents or filings necessary or desirable (including or, in the receipt reasonable opinion of the respective control agreements referred to in the U.S. Security Agreement) Collateral Agent, desirable to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement, and the U.S. Security Agreement have been takenshall be in full force and effect. (cb) On the Initial Borrowing Date, each Canadian European Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement such security agreements, documents and instruments as may be reasonably required by the Joint Lead Arrangers (based on advice of local counsel), with the intent being that the Lenders receive, to secure the Term Obligations of the European Credit Parties under the Credit Documents, valid and enforceable first priority, perfected security interests or charges in all or substantially all of the form assets owned by the German Borrower in which it is practicable and economical (in accordance with requirements of Exhibit H-2 andlocal law and taking into account such cost (including tax effects) and practicality considerations as may be agreed by the Joint Lead Arrangers) to obtain such security interests or charges (as determined by the Joint Lead Arrangers, where applicablebased on advice of local counsel), Quebec Security it being understood and agreed that on the Borrowing Date, no Mortgages of Real Property owned by any European Credit Party will be taken. All security documentation to be executed and delivered by the European Credit Parties pursuant to the immediately preceding sentence, as well as all security documentation entered into by any European Subsidiary Guarantor after the Borrowing Date pursuant to Section 8.11 (collectivelyeach, as amended, amended and restatedmodified, modified restated and/or supplemented from time to time, a “European Security Agreement” and, collectively, the “Canadian European Security AgreementAgreements”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein), together with: shall (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required prepared by local law)counsel reasonably satisfactory to the Administrative Agent and the Collateral Agent, registered under the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by be in form and substance reasonably satisfactory to the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor Administrative Agent and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. Agent and (diii) In addition to be in full force and effect on the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable effortsor, Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting any European Subsidiary Guarantor, such Instruments, later date determined pursuant to Section 8.11. In connection with the execution and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (ii) to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence delivery of the completion of all other recordings and filings of, or with respect toEuropean Security Agreements, the Canadian Security Agreement German Borrower and/or the respective European Subsidiary Guarantor shall take such actions as may be necessary oror desirable under local law (as advised by local counsel) to create, in the reasonable opinion of the Collateral Agentmaintain, advisable to perfect effect, perfect, preserve, maintain and protect the security interests intended or charges granted (or purported to be created granted) thereby (including, without limitation, taking actions analogous to those described in Section 5.09 with respect to the Pledge Agreement Collateral, and in Section 5.11(a) with respect to the Security Agreement Collateral described in the U.S. Security Agreement and in Section 5.12 with respect to the Term Creditor Mortgages covering U.S. Mortgaged Properties), in each case to the extent customary in connection with secured transactions under the laws of the respective jurisdiction or deemed necessary or desirable by the Canadian Administrative Agent based on advice of local counsel. Schedule IV sets forth all European Security AgreementAgreements to be executed and delivered on the Borrowing Date.

Security Agreements. (a) On The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Initial Borrowing Security Agreement, each dated as of the Closing Date, each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement in the form of Exhibit H-1 (as amended, modified, restated and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or desirable to perfect the security interests purported to be created by the U.S. Security Agreement; and (ii) certified copies of (x) requests for information or copies (Form UCC-11)Borrower, or equivalent reports as of a recent date, listing all effective financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor Intermediate Holdco and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover any each Subsidiary of the Collateral except to the extent evidencing Permitted Liens and (y) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require. (b) In addition to the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (i) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be reasonably necessary or desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement; and (ii) evidence that all other actions reasonably necessary or desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to thereinBorrower, together with: (ia) proper financing statements certificates (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under in the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar case of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and Capital Securities that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities certificated securities (as defined in the Canadian Security AgreementUCC)) andevidencing all of the issued and outstanding Capital Securities owned by each Obligor in its U.S. Subsidiaries directly owned by such Obligor, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (which certificates in each casecase shall be accompanied by undated instruments of transfer duly executed in blank, or, if any Capital Securities are uncertificated securities (as defined in the Canadian Security AgreementUCC), confirmation and evidence satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities; (b) then owned by such Canadian Credit Party Uniform Commercial Code Form UCC-1 financing statements and evidenced by certificates Uniform Commercial Code Form UCC-3 amendment or notes continuation statements (x) endorsed “Filing Statements”), as appropriate, suitable in blank in form for naming Intermediate Holdco, the case of promissory notes constituting such InstrumentsBorrower, and (y) together with executed each Subsidiary Guarantor as a debtor and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (ii) Administrative Agent as the secured party, or other similar instruments or documents to be filed under the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion UCC of all other recordings and filings of, or with respect to, the Canadian Security Agreement jurisdictions as may be necessary or, in the reasonable opinion of the Collateral Administrative Agent, advisable desirable to perfect the security interests intended of the Administrative Agent pursuant to be created by the Canadian such Security Agreement; and (c) Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person in any collateral described in any Security Agreement previously granted by any Person, together with such other Uniform Commercial Code UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors.

Security Agreements. (a) On The Administrative Agent shall have received, with counterparts for each Lender, the Initial Borrowing Pledge and Security Agreement and the Perlmutter Security Agreement, dated the Closing Date, duly executed ▇▇▇ ▇▇▇▇▇ered by an Authorized Officer of the Borrower and each U.S. Credit Party shall have duly authorizedSubsidiary or the Personal Guarantor, executed and delivered the U.S. Security Agreement in the form of Exhibit H-1 (as amendedapplicable, modified, restated and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered:together with (i) proper financing statements (Form UCC-1 or certificates evidencing all of the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or desirable to perfect the security interests purported to be created issued and outstanding Capital Securities owned by the U.S. Security Agreement; and (ii) certified copies of (x) requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings, BWAY Holding or any of their respective Restricted the Borrower in its U.S. Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens and (y) reports as of a recent date listing all effective tax each U.S. Subsidiary in its U.S. Subsidiaries and judgment liens with respect to Holdings, BWAY Holding or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require. (b) In addition to the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (i) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be reasonably necessary or desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement; and (ii) evidence that all other actions reasonably necessary or desirable (including the receipt certificates evidencing 65% of the respective control agreements referred to issued and outstanding Voting Securities of each Foreign Subsidiary directly owned by the Borrower or any U.S. Subsidiary, which certificates in the U.S. Security Agreement) to perfect (each case shall be accompanied by undated instruments of transfer duly executed in blank, or, if any Capital Securities are uncertificated Capital Securities, confirmation and evidence satisfactory to the extent provided in the U.S. Security Agreement) and protect Administrative Agent that the security interests purported interest therein has been transferred to be created and perfected by the U.S. Security Agreement have been taken. (c) On Administrative Agent for the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed benefit of the Secured Parties in accordance with Articles 8 and delivered a Canadian Security Agreement in 9 of the form UCC and all laws otherwise applicable to the perfection of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all pledge of such Canadian Credit Party’s present and future Collateral referred to therein, together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Capital Securities; and (iib) all promissory notes (including intercompany notes in which the Borrower or any U.S. Subsidiary has an interest), if any, evidencing Indebtedness payable to the extent obtainable on Borrower or prior any U.S. Subsidiary duly endorsed in blank, together with Filing Statements (or similar instruments) in respect of such promissory notes executed by the Borrower or a U.S. Subsidiary, as applicable, to be filed in such jurisdictions as the Initial Borrowing Date after using commercially reasonable effortsAdministrative Agent may reasonably request; (c) executed copies of Filing Statements naming the Borrower, evidence of each U.S. Subsidiary and the completion Personal Guarantor as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all other recordings and filings of, or with respect to, the Canadian Security Agreement jurisdictions as may be necessary or, in the reasonable opinion of the Collateral Administrative Agent, advisable desirable to perfect the security interests intended of the Administrative Agent pursuant to such Security Agreements; (d) executed copies of proper UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in any Security Agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; (e) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Borrower or any U.S. Subsidiary (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any collateral described in any Loan Document); and (f) the Administrative Agent and its counsel shall be created by satisfied that (i) the Canadian Lien granted to the Administrative Agent, for the benefit of the Secured Parties in the collateral (other than motor vehicles, motor vehicle trailers, fixtures, and investment property not constituting Capital Securities pledged pursuant to the Pledge and Security Agreement) described above is a first (subject to Designated Permitted Liens) priority (or local equivalent thereof) security interest; and (ii) no Lien (other than Designated Permitted Liens) exists on any of the collateral described above other than the Lien created in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to a Loan Document.

Security Agreements. (a) On the Initial Borrowing Restatement Effective Date, (i) the Borrower shall have duly authorized, executed and delivered an amended and restated Security Agreement substantially in the form of Exhibit G-1, together with such changes (or with such other documents) as may be requested by the Collateral Agent in connection with local law (each, as modified, supplemented or amended from time to time, the "Borrower Security Agreement") covering all of the Borrower's respective present and future Security Agreement Collateral and (ii) Xtra and each U.S. Credit Party Subsidiary Guarantor shall have duly authorized, executed and delivered the U.S. Security Agreement substantially in the form of Exhibit H-1 G-2, together with such changes (or with such other documents) as amendedmay be requested by the Collateral Agent in connection with local law (each, as modified, restated and/or supplemented or amended from time to time, the “U.S. "Subsidiary Security Agreement”") covering all of such Credit Party’s each Subsidiary's respective present and future Collateral referred to thereinSecurity Agreement Collateral, and shall have deliveredtogether in each case with: (iA) proper financing statements executed copies of Financing Statements (Form Forms UCC-1 or the equivalentUCC-3) authorized or appropriate local equivalent in appropriate form for filing under the UCC or other appropriate filing offices local equivalent of each jurisdiction as may be reasonably necessary or desirable to perfect or maintain the security interests purported to be created by the U.S. Security Agreement; andAgreements and capable of being perfected by the filing of such Financing Statements or appropriate local equivalent; (iiB) certified copies of (x) requests Requests for information Information or copies Copies (Form UCC-11), or equivalent reports as reports, each of a recent date, date listing all effective financing statements that name HoldingsPXI, BWAY Holding or any of their respective Restricted Subsidiaries the Borrower or, Xtra as debtor and that are filed in the jurisdictions referred to in clause (i) aboveA), together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Administrative Agent and (y) to the extent evidencing Permitted Liens and (y) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require.Liens); (b) In addition to the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (iC) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement Agreements as may be reasonably necessary or desirableor, in the opinion of the Collateral Agent, desirable to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported intended to be created by the U.S. Security AgreementAgreements; and (iiD) evidence that all other actions reasonably necessary or desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein, together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (ii) to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion of all other recordings and filings of, or with respect to, the Canadian Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable desirable to perfect and protect the security interests intended purported to be created by the Canadian Security AgreementAgreements have been taken.

Security Agreements. The Administrative Agent shall have received executed counterparts of the Security Agreement, each dated as of the Closing Date, duly executed and delivered by the New Borrower and each U.S. Subsidiary (if any), together with: (a) On certificates (in the Initial Borrowing Date, case of Capital Securities that are securities (as defined in the UCC)) evidencing all of the issued and outstanding capital Securities owned by each U.S. Credit Party shall have duly authorizedin its U.S. Subsidiaries and 65% (or, executed and delivered the U.S. Security Agreement in the form of Exhibit H-1 (as amendedif less, modified, restated and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of such lesser amount owned by such Credit Party’s present ) of the issued and future Collateral referred outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Credit Party, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, if any Capital Securities (in the case of Capital Securities that are uncertificated securities (as defined in the UCC)), confirmation and evidence satisfactory to thereinthe Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities (provided that, foreign law pledge documents and legal opinions shall have delivered:only be required (at the request of the Administrative Agent) in the event that any certificate delivered in accordance with Section 7.1.3(e) evidences an average amount of Liquidity for such Fiscal Quarter of below $15,000,000); (ib) proper financing statements (Form UCC-1 Filing Statements suitable in form for naming each Borrower and each Subsidiary Guarantor as a debtor and the Administrative Agent as the secured party, or the equivalent) authorized for filing other similar instruments or documents to be filed under the UCC or other appropriate filing offices of each jurisdiction all jurisdictions as may be reasonably necessary or desirable as the Required Lenders may require to perfect the security interests purported of the Administrative Agent pursuant to be created by the U.S. such Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in any Security Agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Part 5.5(c) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Required Lenders may reasonably request from such Credit Parties; and (iid) certified copies of (x) requests UCC Requests for information Information or copies Copies (Form UCC-11), or equivalent reports as of a recent datesimilar search report certified by a party acceptable to the Required Lenders, dated a date reasonably near to the Closing Date, listing all effective financing statements that which name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries Credit Party (under its present name and any previous names) as debtor and that are filed in the jurisdictions referred to in clause (i) abovedebtor, together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover any of the Collateral shall, except to the extent evidencing Permitted Liens and (y) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably requireLiens permitted by Section 7.2.8. (b) In addition to the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (i) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be reasonably necessary or desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement; and (ii) evidence that all other actions reasonably necessary or desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Lien on any Collateral referred to therein, together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report described in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (iLoan Document), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (ii) to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion of all other recordings and filings of, or with respect to, the Canadian Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable to perfect the security interests intended to be created by the Canadian Security Agreement.

Security Agreements. (a) On the Initial Borrowing Restatement Effective Date, (i) each U.S. Credit Party of the Borrower Security Agreement and the Subsidiaries Security Agreement shall have duly authorizedremain in full force and effect, executed (ii) no filings, recordings, registrations or other actions shall be necessary or desirable to maintain the perfection and delivered priority of the U.S. security interests granted by the original parties to the Borrower Security Agreement or the Subsidiaries Security Agreement in the form Security Agreement Collateral covered thereby (except to the extent made pursuant to clause (B) or (C) below), and (iii) in the case of Exhibit H-1 (as amended, modified, restated and/or supplemented from time to timeeach of the Borrower Security Agreement and the Subsidiaries Security Agreement, the “U.S. Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and Banks shall have deliveredreceived: (iA) proper certified copies of Requests for Information or copies (Form UCC-11), or equivalent reports, listing all effective financing statements (Form UCC-1 that name any Credit Party, or the equivalent) authorized for filing under the UCC a division or other appropriate operating unit of any thereof, as debtor and that are filed in any jurisdiction where a filing offices of each jurisdiction as may be reasonably necessary or or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the U.S. such Security Agreement; and (ii) certified copies of (x) requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens and or for which the Collateral Agent shall have received termination statements (yForm UCC-3 or such other termination statements as shall be required by local law) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require.fully executed for filing); (b) In addition to the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (iB) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. such Security Agreement as may be reasonably necessary or desirableor, in the opinion of the Collateral Agent, desirable to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported intended to be created by the U.S. such Security Agreement; and (iiC) evidence that all other actions reasonably necessary or desirable (including or, in the receipt opinion of the respective control agreements referred to in the U.S. Security Agreement) Collateral Agent, desirable to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. such Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein, together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (ii) to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion of all other recordings and filings of, or with respect to, the Canadian Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable to perfect the security interests intended to be created by the Canadian Security Agreement.

Security Agreements. The Agents shall have received, with counterparts for each Lender, executed counterparts of the Borrower Security Agreement and the Subsidiary Security Agreement, each dated as of the Closing Date, duly executed by the Borrower and each Material Subsidiary that is a U.S. Subsidiary, together with (a) On executed copies of Filing Statements naming the Initial Borrowing DateBorrower and each Material Subsidiary that is a U.S. Subsidiary as a debtor and the Administrative Agent as the secured party, each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement in the form of Exhibit H-1 (as amended, modified, restated and/or supplemented from time or other similar instruments or documents to time, the “U.S. Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing be filed under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or desirable to perfect the security interests purported to be created by the U.S. Security Agreement; and (ii) certified copies of (x) requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens and (y) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require. (b) In addition to the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (i) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be reasonably necessary or desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement; and (ii) evidence that all other actions reasonably necessary or desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein, together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (ii) to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion of all other recordings and filings of, or with respect to, the Canadian Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Administrative Agent, advisable desirable to perfect the first (subject to Designated Permitted Liens) priority security interests intended to be created by of the Canadian Administrative Agent in the interests of such Obligor in the collateral (other than motor vehicles, motor vehicle trailers, fixtures, Deposit Accounts (as defined in the Borrower Security Agreement.) and investment property not constituting Capital Securities pledged pursuant to a Pledge Agreement) pledged pursuant to such Security Agreement; (b) executed copies of proper UCC termination statements (Form UCC-3), if any, necessary to release all Liens (subject to Designated Permitted Liens) and other rights (subject to Designated Permitted Liens) of any Person (i) in any collateral other than leases described in any Security Agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; (c) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements, tax liens and judgment liens which name such Obligor (under its present names and any previous names) as the debtor and which are filed in the jurisdictions in which filings were made pursuant to

Security Agreements. (a) On the Initial Borrowing Date, each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement in the form of Exhibit H-1 (as amended, modified, restated and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or, in the reasonable opinion of the Administrative Agent or desirable either Joint Lead Arranger, desirable, to perfect the security interests purported to be created by the U.S. Security Agreement; and; (ii) certified copies of (x) requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings, BWAY Holding Holdings or any of their respective Restricted its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings, BWAY Holding Holdings or any of their respective Restricted its Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens and or (y) reports those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require.shall be required by local law fully executed for filing); (b) In addition to the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (iiii) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be reasonably necessary or, in the reasonable opinion of the Administrative Agent or either Joint Lead Arranger, desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement, or evidence that the same shall be ready to be completed promptly following the Initial Borrowing Date; and (iiiv) evidence that all other actions reasonably necessary or, in the reasonable opinion of the Administrative Agent or either Joint Lead Arranger, desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been takentaken (to the extent required to be taken on or prior to the Initial Borrowing Date pursuant to the provisions of the U.S. Security Agreement); and the U.S. Security Agreement shall be in full force and effect. (cb) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein, together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or or, in the reasonable opinion of the Collateral Agent, advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and; (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name Holdings or any Canadian Credit Partyof its Subsidiaries, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent.; (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (iiii) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, and Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (iiiv) to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion of all other recordings and filings of, or with respect to, the Canadian Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable to perfect the security interests intended to be created by the Canadian Security Agreement; and the Canadian Security Agreement shall be in full force and effect.

Security Agreements. (a) On Prior to or substantially simultaneously with the incurrence of the Loans on the Initial Borrowing Date, each U.S. Credit Party of Holdings and the Borrower shall have duly authorized, executed and delivered the U.S. Security Agreement Deed of Debenture substantially in the form of Exhibit H-1 G-1 (as amended, modified, restated and/or supplemented from time to time, the “"HOLDINGS/BORROWER SECURITY AGREEMENT") covering all of Holdings' and the Borrower's present and future Security Agreement Collateral referred to therein, together with an executed copy of registration Form 9 (appropriately completed) for filing with the Registrar of Charges in Bermuda, together with all attachments necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Holdings/Borrower Security Agreement; and the Holdings/Borrower Security Agreement shall be in full force and effect. (b) Prior to or substantially simultaneously with the incurrence of the Loans on the Initial Borrowing Date, each Subsidiary Guarantor (other than Intelsat Global Sales & Marketing Ltd.) shall have duly authorized, executed and delivered the U.S. Security Agreement”Agreement substantially in the form of Exhibit G-2 (as amended, modified, restated and/or supplemented from time to time, the "U.S. SECURITY AGREEMENT") covering all of such Credit Party’s Subsidiary Guarantor's present and future Security Agreement Collateral referred to therein, and shall have deliveredtogether with: (i) proper copies of financing statements (Form UCC-1 or the equivalentUCC-1) authorized in appropriate form for filing under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the U.S. Security Agreement; and (ii) certified copies of (x) requests Requests for information Information or copies Copies (Form UCC-11), or equivalent reports as reports, each of a recent date, date listing all effective financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries such Subsidiary Guarantor as debtor and that are filed in the jurisdictions referred to in clause (i) above, in each case together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover any of the Collateral except (A) those with respect to which appropriate termination statements fully authorized for filing have been delivered to the Administrative Agent and (B) to the extent evidencing Permitted Liens Liens); and (y) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require. (b) In addition to the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (i) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may shall be reasonably necessary or desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement; and (ii) evidence that all other actions reasonably necessary or desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) full force and protect the security interests purported to be created by the U.S. Security Agreement have been takeneffect. (c) On Prior to or substantially simultaneously with the incurrence of the Loans on the Initial Borrowing Date, each Canadian Credit Party Intelsat Global Sales & Marketing Ltd. shall have duly authorized, executed and delivered a Canadian Security Agreement the Debenture substantially in the form of Exhibit H-2 and, where applicable, Quebec Security G-3 (collectively, as amended, amended and restatedmodified, modified restated and/or supplemented from time to time, the “Canadian Security Agreement”"U.K. SECURITY AGREEMENT") covering all of such Canadian Credit Party’s Intelsat Global Sales & Marketing Ltd.'s present and future Collateral Secured Assets referred to therein, together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as and the U.K. Security Agreement shall be required by local law), registered under the PPSA in Ontario full force and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agenteffect. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (ii) to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion of all other recordings and filings of, or with respect to, the Canadian Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable to perfect the security interests intended to be created by the Canadian Security Agreement.

Security Agreements. (a) On To secure the Initial Borrowing Date, each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement rights of WWSAF in the form of Exhibit H-1 (as amended, modified, restated and/or supplemented from time to timeCollateral, the “U.S. Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and Borrower shall have deliveredhave: (i) executed and delivered to WWSAF a security agreement, substantially in the form attached to this Agreement as Exhibit H (the "Security Agreement"); (ii) delivered to WWSAF acknowledgment copies of proper financing statements Financing Statements (Form UCC-1 UCC-1), or the equivalent) authorized for such other evidence of filing under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably acceptable to WWSAF, naming the Borrower as the debtor and WWSAF as the secured parties, and other similar instruments or documents, filed under the Uniform Commercial Code (or equivalent) in all jurisdictions as may be necessary or desirable to perfect the security interests purported to be liens of WWSAF created by the U.S. Security Agreement; and; (iiiii) certified delivered to WWSAF copies of (x) requests Requests for information or copies Information (Form UCC-11) (or similar search report certified by a party acceptable to WWSAF), or equivalent reports dated as of a recent datedate reasonably proximate to the Closing Date, listing all effective financing statements that name Holdingsthe Borrower as debtor, BWAY Holding or any of their respective Restricted Subsidiaries as debtor and that are filed in the jurisdictions referred in which filings were made pursuant to in clause Section 2.2 (d) (i) above, together with copies of such other financing statements that name Holdingsstatements, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover any of collateral described in the Security Agreement unless WWSAF shall consent thereto in writing; (iv) established the Collateral except Account and executed and delivered the Account Control Agreement; (v) delivered to WWSAF a collateral assignment of any key contracts and supply agreements related to the extent evidencing Permitted Liens purchase and (y) reports as sale of a recent date listing all effective tax products used in the Borrower's operations in form and judgment liens with respect substance acceptable to HoldingsWWSAF, BWAY Holding or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require.its sole discretion; (bvi) In addition delivered to WWSAF a collateral assignment of any key contracts and supply agreements related to the requirements purchase and sale of the preceding clause (a)Borrower's products by third-party customers in form and substance acceptable to WWSAF, the U.S. Borrower will have used commercially reasonable efforts to deliver:in its sole discretion; (ivii) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be reasonably necessary or desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement; and (ii) evidence that all other actions reasonably necessary or desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement pledge and assignment agreement (the "Pledge Agreement") granting WWSAF a security interest in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of the ownership interest of each direct and indirect subsidiary of MPI, delivered to counsel for WWSAF certificates representing such Canadian Credit Party’s present and future Collateral referred to thereinownership interests, together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under the PPSA along with stock powers executed in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreementblank; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior necessary to permit the Initial Borrowing Date after using commercially reasonable efforts, Instruments (in each casegrant of a security interest to WWSAF, as defined in provided herein, amended or caused to be amended the Canadian Security Agreement) then owned by governing documents of each such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securitiessubsidiary; and (iiviii) delivered to the extent obtainable on WWSAF such other documentation as WWSAF may deem necessary or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion of all other recordings and filings of, or with respect to, the Canadian Security Agreement as may be necessary orappropriate, in its sole discretion, to secure the reasonable opinion rights of WWSAF in the Collateral AgentCollateral, advisable to perfect the security interests intended to be created by the Canadian Security Agreementas set forth herein.

Security Agreements. (a) On Subject to Section 12.22, on the Initial Borrowing Closing Date, each U.S. Credit Party shall have duly authorized, executed and delivered (a) the U.S. Security Agreement in the form of Exhibit H-1 F (as amended, modifiedrestated, restated amended and restated, modified and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of such Credit Party’s present Security Agreement Collateral, (b) to the extent applicable, the Copyright Security Agreement for filing with the United States Copyright Office, (c) to the extent applicable, the Patent Security Agreement for filing with the United States Patent and future Collateral referred Trademark Office and (d) to thereinthe extent applicable, the Trademark Security Agreement for filing with the United States Patent and shall have deliveredTrademark Office, together with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or desirable or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the U.S. foregoing Security Agreement; andDocuments; (ii) certified copies of (x) requests for information or copies any certificates representing Pledged Interests (Form UCC-11as defined in the Security Agreement), together with executed and undated endorsements of transfer and (y) any promissory notes endorsed in blank; provided that (A) 100% of the total outstanding non-voting stock and not more than 65% of the total outstanding voting stock in or equivalent of any first-tier Excluded Subsidiary of the type referred to in clause (iii) of the definition thereof that is owned directly by the Credit Parties shall be pledged or similarly hypothecated to guarantee or support any Term Loan and (B) none of the stock in or of any Excluded Subsidiary of the type referred to in clause (iv) of the definition thereof shall be pledged or similarly hypothecated to guarantee or support any Term Loan; (iii) reports as of a recent date, date listing all effective financing statements and intellectual property security filings that name Holdings, BWAY Holding Holdings or any of their respective Restricted its domestic Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover evidence any Lien other than (i) Permitted Liens or (ii) Liens in respect of which the Collateral except to the extent evidencing Permitted Liens and (y) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding Agent shall have received reasonably satisfactory termination or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require.other release documentation; and (b) In addition to the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (iiv) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. each such Security Agreement as may be reasonably necessary or desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement; and (ii) evidence that all other actions reasonably necessary or desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein, together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (ii) to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion of all other recordings and filings of, or with respect to, the Canadian Security Agreement Document as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable desirable, to perfect and protect the security interests intended to be created by each such Security Document; and each such Security Document shall be in full force and effect; provided that, (i) to the Canadian extent any security interest under a Security AgreementDocument (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement or the delivery or possession of certified securities) is not perfected on the Closing Date (x) due to undue burden or expense or (y) after the Borrower has used commercially reasonable efforts to do so, such perfection shall not be a condition to Borrowing on the Closing Date and (ii) any such unperfected security shall be perfected promptly after the Closing Date, and in no event later than 90 days after the Closing Date or such later date as the Administrative Agent, at the direction of Required Lenders, may agree pursuant to Section 12.22.

Security Agreements. The Lender shall have received executed counterparts of the Security Agreement, dated as of the date hereof, duly executed and delivered by Holdings, the Borrower and each Subsidiary, together with (a) On the Initial Borrowing Date, each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement certificates (in the form case of Exhibit H-1 Capital Securities that are securities (as amended, modified, restated and/or supplemented from time to timedefined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by Holdings, the “U.S. Security Agreement”) covering Borrower or any Subsidiary in the Borrower and the Subsidiaries, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, in the case of Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence satisfactory to the Lender that the security interest therein has been transferred to and perfected by the Lender in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Credit Party’s present and future Collateral referred to therein, and shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or desirable to perfect the security interests purported to be created by the U.S. Security Agreement; and (ii) certified copies of (x) requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens and (y) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably requireCapital Securities. (b) In addition to the requirements of the preceding clause (a)financing statements suitable in form for naming Holdings, the U.S. Borrower will have used commercially reasonable efforts and each Subsidiary as a debtor and the Lender as the secured party, or other similar instruments or documents to deliver: (i) evidence of be filed under the completion UCC of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be reasonably necessary or desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement; and (ii) evidence that all other actions reasonably necessary or desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein, together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (ii) to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion of all other recordings and filings of, or with respect to, the Canadian Security Agreement as may be necessary or, in the reasonable opinion of the Collateral AgentLender, advisable desirable to perfect the security interests intended of the Lender pursuant to be created by the Canadian Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any assets of Holdings, the Borrower or any Subsidiary, and (ii) securing any of the Indebtedness identified in Schedule 8.2(b), together with such other UCC Form UCC-3 termination statements as the Lender may reasonably request from Holdings, the Borrower or any Subsidiary; (d) landlord access agreements and bailee letters in form and substance satisfactory to the Lender from each landlord to and mortgagee of Holdings, the Borrower or any Subsidiary; and (e) evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts of Holdings, the Borrower and each Subsidiary are Controlled Accounts.

Security Agreements. The Administrative Agent shall have received executed counterparts of each of the Parent Security Agreement, the Borrower Security Agreement and the Subsidiary Security Agreement, each dated as of the date hereof, duly executed by the Obligor party thereto, together with (a) On the Initial Borrowing Date, each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement in the form copies of Exhibit H-1 (as amended, modified, restated and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered: (i) proper Uniform Commercial Code financing statements (Form UCC-1 UCC-1), naming the applicable Obligor as a debtor and the Administrative Agent as the secured party, or the equivalent) authorized for filing other similar instruments or documents, to be filed under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or desirable to perfect the security interests purported to be created by the U.S. Security Agreement; and (ii) certified copies of (x) requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens and (y) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require. (b) In addition to the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (i) evidence of the completion Uniform Commercial Code of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be reasonably necessary or desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement; and (ii) evidence that all other actions reasonably necessary or desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein, together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (ii) to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion of all other recordings and filings of, or with respect to, the Canadian Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Administrative Agent, advisable desirable to perfect the security interests intended of the Administrative Agent pursuant to such Security Agreement; (b) executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens (other than Liens permitted to exist under Section 7.2.3) (i) in any collateral described in such Security Agreement previously granted by any Person, and (ii) securing any of the Indebtedness to be created Paid, together with such other Uniform Commercial Code Form UCC-3 termination statements as the Administrative Agent may request from such Obligors; and (c) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Canadian Administrative Agent, dated a date reasonably near to the date of the initial Credit Extension, listing all effective financing statements which name the applicable Obligor (or any predecessor thereto), as the case may be (under its -66- 74 present name and any other names used within the previous six months), as the debtor and which are filed in the jurisdictions in which filings were made pursuant to clause (a) above, together with copies of such financing statements (none of which (other than those described in clause (a), if such Form UCC-11 or search report, as the case may be, is current enough to list such financing statements described in clause (a)) shall cover any collateral described in such Security Agreement.

Security Agreements. Each of the Security Agreements is effective to create in favor of the Administrative Agent, for the ratable benefit of the holders of the Obligations, a legal, valid and enforceable security interest in the Collateral identified therein, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (a) On the Initial Borrowing Dateregardless of whether enforcement is sought in equity or at law), and each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement in the form of Exhibit H-1 (as amended, modified, restated and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to thereincreates a fully perfected Lien on, and shall have delivered: security interest in, all right, title and interest of the obligors thereunder in such Collateral, in each case prior and superior in right to any other Lien (other than Permitted Liens, including Liens in favor the New Money Agent) (i) proper financing statements with respect to any such Collateral that is a “security” (Form UCC-1 or as such term is defined in the equivalentUCC) authorized for filing under and is evidenced by a certificate, when such Collateral is delivered to the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or desirable to perfect the security interests purported to be created by the U.S. Security Agreement; and Administrative Agent with duly executed stock powers with respect thereto, (ii) certified copies of with respect to any such Collateral that is a “security” (xas such term is defined in the UCC) requests for information or copies (Form UCC-11)but is not evidenced by a certificate, or equivalent reports as of a recent date, listing all effective when UCC financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor and that in appropriate form are filed in the jurisdictions referred to appropriate filing offices in clause the jurisdiction of organization of the pledgor or when “control” (ias such term is defined in the UCC) aboveis established by the Administrative Agent over such interests in accordance with the provision of Section 8-106 of the UCC, together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens successor provision, and (yiii) reports as of a recent date listing all effective tax and judgment liens with respect to Holdingsany such Collateral that is not a “security” (as such term is defined in the UCC), BWAY Holding or any when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require. (b) In addition to the requirements organization of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (i) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be reasonably necessary or desirable, to perfect pledgor (to the extent provided in the U.S. Security Agreement) the such security interests purported to interest can be created perfected by the U.S. Security Agreement; and (ii) evidence that all other actions reasonably necessary or desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein, together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered filing under the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (iUCC), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (ii) to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion of all other recordings and filings of, or with respect to, the Canadian Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable to perfect the security interests intended to be created by the Canadian Security Agreement.

Security Agreements. (a) On the Initial Borrowing DateThe U.K. Security Agreements, each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement in the form of Exhibit H-1 (as amended, modified, restated and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or desirable to perfect the security interests purported to be created by the U.S. Security Agreement, the U.S. Intellectual Property Security Agreement and the U.S. Pledge Agreement are effective to create in favor of the Security Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral of the Loan Parties party thereto (except as such enforceability may be limited by (i)(A) the limitation of enforcement by laws relating to applicable bankruptcy, insolvency, reorganization, moratorium, court schemes or similar laws affecting creditors’ rights generally, (B) the principle of reasonableness and fairness and (iii) general principles of equity and the principle that equitable remedies are remedies that may be granted or refused at the discretion of a court (regardless of whether enforcement is sought in a proceeding in equity or at law); and (ii) certified copies the time barring of claims under applicable limitation laws, the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of stamp duty may be void, defenses of setoff or counterclaim; and (c) any other general principles set out as qualifications as to matters of law in the legal opinions delivered to the Administrative Agent in connection with the Loan Documents) and (x) requests for information subject to the filing in appropriate form in the appropriate offices as may be required under applicable law and the making or copies (Form UCC-11), or equivalent reports as the procuring of a recent date, listing all effective appropriate financing statements that name Holdingsand other filings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor registrations, endorsements, notarizations, stampings and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover any notifications of the Collateral except to Security Documents or the extent evidencing Permitted Liens created thereunder in order perfect the security created by the Security Documents and (y) reports as upon the taking of a recent date listing all effective tax and judgment liens possession or control by the Security Agent of the Collateral of the Loan Parties party thereto with respect to Holdings, BWAY Holding which a security interest may be perfected only by possession or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require. control (b) In addition which possession or control shall be given to the requirements of Security Agent to the preceding clause (a), extent possession or control by the U.S. Borrower will have used commercially reasonable efforts to deliver: (i) evidence of Security Agent is required by the completion of all other recordings and filings of, or with respect toU.K. Security Agreements, the U.S. Security Agreement or the U.S. Pledge Agreement, as the case may be reasonably necessary or desirablebe), to perfect (to the extent provided in Liens created by the U.K. Security Agreements, the U.S. Security Agreement) , the U.S. Intellectual Property Security Agreement and the U.S. Pledge Agreement shall constitute fully perfected Liens on, and security interests purported to be created by in, all right, title and interest of the Loan Parties party thereto in the Collateral of such Loan Parties (other than, in the case of the Collateral under the U.S. Security Agreement; and (ii) evidence that all other actions reasonably necessary or desirable (including , the receipt of U.S. Intellectual Property Security Agreement and the respective control agreements referred to U.S. Pledge Agreement, such Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein, together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local lawrelevant jurisdiction), registered under the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable case subject to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all no Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral AgentLiens. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (ii) to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion of all other recordings and filings of, or with respect to, the Canadian Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable to perfect the security interests intended to be created by the Canadian Security Agreement.

Security Agreements. The Administrative Agent shall have received executed counterparts of the Borrower Security Agreement, the Subsidiary Security Agreement and the Parent Security Agreement, in each case dated as of the Closing Date and duly executed and delivered by the Borrower, each Subsidiary of the Borrower that is a party to the Subsidiary Security Agreement and the Parent, as the case may be, together with (a) On the Initial Borrowing Date, each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement in the form acknowledgment copies of Exhibit H-1 (as amended, modified, restated and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered: (i) proper properly filed Uniform Commercial Code financing statements (Form UCC-1 UCC-1) or such other evidence of filing as may be acceptable to the Administrative Agent, or in the discretion of the Administrative Agent copies suitable for filing, naming in each case the Borrower, such Subsidiary or the equivalent) authorized Parent, as the case may be, as the debtor and the Administrative Agent as the secured party, or other similar instruments or documents, filed or suitable for filing under the UCC or other appropriate filing offices Uniform Commercial Code of each jurisdiction all jurisdictions as may be reasonably necessary or or, in the opinion of the Administrative Agent, desirable to perfect the security interests purported interest of the Administrative Agent pursuant to be created by the U.S. each Security Agreement; ; (b) executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (other than Liens permitted under Section 8.2.3) (i) in any collateral described in each Security Agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 8.2.2(b) ("Indebtedness to be Paid") of the Disclosure Schedule, together with such other Uniform Commercial Code Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (c) certified copies of (x) requests Uniform Commercial Code Requests for information Information or copies Copies (Form UCC-11), or equivalent reports as of a recent datesimilar search report certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements that statements, tax liens and judgment liens which name Holdingsthe Borrower, BWAY Holding or any of such Subsidiaries and the Parent (under their respective Restricted Subsidiaries present names and any previous names thereof) as the debtor and that which are filed in the jurisdictions referred in which filings were made pursuant to in clause (ia) above, together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens and (y) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding or any of their respective Subsidiaries other than those described in each jurisdiction as the Agents may reasonably require. (b) In addition to the requirements of the preceding clause (a), if such Form UCC-11 or search report, as the U.S. Borrower will have used commercially reasonable efforts case may be, is current enough to deliver: list such financing statements described in clause (ia)) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be reasonably necessary or desirable, to perfect (to the extent provided shall cover any collateral described in the U.S. each Security Agreement) the security interests purported to be created by the U.S. Security Agreement; and (ii) evidence that all other actions reasonably necessary or desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken). (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein, together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (ii) to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion of all other recordings and filings of, or with respect to, the Canadian Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable to perfect the security interests intended to be created by the Canadian Security Agreement.

Security Agreements. (a) On the Initial Borrowing Effective Date, each U.S. Credit Party shall have duly authorized, executed and delivered (a) the U.S. Security Agreement in the form of Exhibit H-1 F (as amended, modifiedrestated, restated amended and restated, modified and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of such Credit Party’s present Security Agreement Collateral, (b) to the extent applicable, the Copyright Security Agreement for filing with the United States Copyright Office, (c) to the extent applicable, the Patent Security Agreement for filing with the United States Patent and future Collateral referred Trademark Office and (d) to thereinthe extent applicable, the Trademark Security Agreement for filing with the United States Patent and shall have deliveredTrademark Office, together with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or desirable or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the U.S. foregoing Security Agreement; andDocuments; (ii) certified copies of (xA) requests for information or copies any certificates representing Pledged Interests (Form UCC-11as defined in the Security Agreement), together with executed and undated endorsements of transfer and (B) any promissory notes endorsed in blank; provided, that 100% of the total outstanding non-voting stock and not more than 65% of the total outstanding voting stock in or equivalent of any Excluded Subsidiary of the type referred to in clauses (c) and (d) of the definition thereof shall be pledged or similarly hypothecated to guarantee or support any Loan; (iii) reports as of a recent date, date listing all effective financing statements that name Holdings, BWAY Holding Parent or any of their respective its domestic Restricted Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover evidence any Lien other than (A) Permitted Liens or (B) Liens in respect of which the Collateral except to the extent evidencing Permitted Liens and (y) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding Agent shall have received satisfactory termination or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require.other release documentation; and (b) In addition to the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (iiv) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. each such Security Agreement as may be reasonably necessary or desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement; and (ii) evidence that all other actions reasonably necessary or desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein, together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (ii) to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion of all other recordings and filings of, or with respect to, the Canadian Security Agreement Document as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable desirable, to perfect and protect the security interests intended to be created by each such Security Document; and each such Security Document shall be in full force and effect; provided, that (A) to the Canadian extent any security interest under a Security AgreementDocument (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement or the delivery or possession of certified securities) is not perfected on the Effective Date (1) due to undue burden or expense or (2) after the Borrowers have used commercially reasonable efforts to do so, such perfection shall not be a condition to Borrowing on the Effective Date, and (B) any such unperfected security shall be perfected promptly after the Effective Date, and in no event later than 90 days after the Effective Date or such later date as the Administrative Agent may agree pursuant to Section 13.23.

Security Agreements. (a) On The Administrative Agent and the Initial Borrowing Date, each U.S. Credit Party Lenders shall have received executed counterparts of the Security Agreement, dated as of the date hereof, duly authorized, executed and delivered the U.S. Security Agreement in the form of Exhibit H-1 (as amended, modified, restated and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or desirable to perfect the security interests purported to be created by the U.S. Security Agreement; and (ii) certified copies of (x) requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor Borrower and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens and (y) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require. (b) In addition to the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (i) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be reasonably necessary or desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement; and (ii) evidence that all other actions reasonably necessary or desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to thereinMaterial Subsidiary, together with: (ia) proper financing statements certificates (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under in the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar case of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and Capital Securities that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities securities (as defined in the Canadian Security AgreementUCC)) andevidencing all of the issued and outstanding Capital Securities owned by the Borrower or any Guarantor in in any Subsidiaries, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (which certificates in each case, as defined case shall be accompanied by undated instruments of transfer duly executed in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; andblank; (iib) financing statements suitable in form for naming the Borrower and each Material Subsidiary as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion UCC of all other recordings and filings of, or with respect to, the Canadian Security Agreement jurisdictions as may be necessary or, in the reasonable opinion of the Collateral AgentAdministrative Agent or any Lender, advisable desirable to perfect the security interests intended of the Administrative Agent and the other Secured Parties pursuant to be created by the Canadian Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person, except for Liens permitted pursuant to Section 8.3, (i) in any assets of the Borrower or any Subsidiary or (ii) securing any of the Indebtedness identified in Schedule 8.2(b)(i) to the Disclosure Letter, together with such other UCC Form UCC-3 termination statements as the Administrative Agent or any Lender may reasonably request from the Borrower or any Subsidiary; (d) landlord access agreements and bailee letters in form and substance satisfactory to each of the Agents from each landlord to the Borrower or any Material Subsidiary and each other Person that has possession of any Collateral (as defined in the Security Agreement); and (e) evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts of the Borrower and each Material Subsidiary are Controlled Accounts (other than Excluded Accounts).

Security Agreements. (a) On The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Initial Borrowing Security Agreement, each dated as of the Closing Date, each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement in the form of Exhibit H-1 (as amended, modified, restated and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or desirable to perfect the security interests purported to be created by the U.S. Security Agreement; and (ii) certified copies of (x) requests for information or copies (Form UCC-11)Borrower, or equivalent reports as of a recent date, listing all effective financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor Intermediate Holdco and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover any each Subsidiary of the Collateral except to the extent evidencing Permitted Liens and (y) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require. (b) In addition to the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (i) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be reasonably necessary or desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement; and (ii) evidence that all other actions reasonably necessary or desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to thereinBorrower, together with: (ia) proper financing statements certificates (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under in the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar case of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and Capital Securities that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities certificated securities (as defined in the Canadian Security AgreementUCC)) andevidencing all of the issued and outstanding Capital Securities owned by each Obligor in its U.S. Subsidiaries directly owned by such Obligor, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (which certificates in each casecase shall be accompanied by undated instruments of transfer duly executed in blank, or, if any Capital Securities are uncertificated securities (as defined in the Canadian Security AgreementUCC), confirmation and evidence satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities; (b) then owned by such Canadian Credit Party and evidenced by certificates or notes Uniform Commercial Code Form UCC-1 financing statements (x“Filing Statements”) endorsed suitable in blank in form for naming Intermediate Holdco, the case of promissory notes constituting such InstrumentsBorrower, and (y) together with executed each Subsidiary Guarantor as a debtor and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (ii) Administrative Agent as the secured party, or other similar instruments or documents to be filed under the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion UCC of all other recordings and filings of, or with respect to, the Canadian Security Agreement jurisdictions as may be necessary or, in the reasonable opinion of the Collateral Administrative Agent, advisable desirable to perfect the security interests intended of the Administrative Agent pursuant to be created by the Canadian such Security Agreement; and (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in any Security Agreement previously granted by any Person, (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule and (iii) with respect to any collateral granted by any Obligor in connection with the Bridge Financing, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors.

Security Agreements. (a) On the Initial Borrowing Effective Date, each U.S. Credit Party shall have duly authorized, executed and delivered (a) the U.S. Security Agreement in the form of Exhibit H-1 F (as amended, modifiedrestated, restated amended and restated, modified and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of such Credit Party’s present Security Agreement Collateral, (b) to the extent applicable, the Copyright Security Agreement for filing with the United States Copyright Office, (c) to the extent applicable, the Patent Security Agreement for filing with the United States Patent and future Collateral referred Trademark Office and (d) to thereinthe extent applicable, the Trademark Security Agreement for filing with the United States Patent and shall have deliveredTrademark Office, together with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or desirable or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the U.S. foregoing Security Documents; (A) any certificates representing Pledged Interests (as defined in the Security Agreement), together with executed and undated endorsements of transfer and (B) any promissory notes endorsed in blank; andprovided, that 100% of the total outstanding non-voting stock and not more than 65% of the total outstanding voting stock in or of any Excluded Subsidiary of the type referred to in clauses (c) and (d) of the definition thereof shall be pledged or similarly hypothecated to guarantee or support any Loan; (iiiii) certified copies of (x) requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, date listing all effective financing statements that name Holdings, BWAY Holding Parent or any of their respective Restricted its domestic Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover evidence any Lien other than (A) Permitted Liens or (B) Liens in respect of which the Collateral except to the extent evidencing Permitted Liens and (y) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding Agent shall have received satisfactory termination or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require.other release documentation; and (b) In addition to the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (iiv) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. each such Security Agreement as may be reasonably necessary or desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement; and (ii) evidence that all other actions reasonably necessary or desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein, together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (ii) to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion of all other recordings and filings of, or with respect to, the Canadian Security Agreement Document as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable desirable, to perfect and protect the security interests intended to be created by the Canadian each such Security Agreement.Document;

Security Agreements. (a) On The Administrative Agent shall have received executed counterparts of the Initial Borrowing Security Agreement, dated as of the Restatement Date, each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement in the form of Exhibit H-1 (as amended, modified, restated and/or supplemented from time to timeby Holdings, the “U.S. Security Agreement”) covering all of such Credit Party’s present Borrower and future Collateral referred to therein, and shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or desirable to perfect the security interests purported to be created by the U.S. Security Agreement; and (ii) certified copies of (x) requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens and (y) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require. (b) In addition to the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (i) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be reasonably necessary or desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement; and (ii) evidence that all other actions reasonably necessary or desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to thereinSubsidiary, together with: (ia) proper financing statements certificates (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under in the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar case of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and Capital Securities that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities securities (as defined in the Canadian Security AgreementUCC)) andevidencing all of the issued and outstanding Capital Securities owned by Holdings, to the extent obtainable on Borrower or prior to any Subsidiary in the Initial Borrowing Date after using commercially reasonable effortsBorrower and the Subsidiaries, Instruments (which certificates in each casecase shall be accompanied by undated instruments of transfer duly executed in blank, or, in the case of Capital Securities that are uncertificated securities (as defined in the Canadian Security Agreement) then owned UCC), confirmation and evidence satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Capital Securities; and; (iib) financing statements suitable in form for naming Holdings, the Borrower and each Subsidiary as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion UCC of all other recordings and filings of, or with respect to, the Canadian Security Agreement jurisdictions as may be necessary or, in the reasonable opinion of the Collateral Administrative Agent, advisable desirable to perfect the security interests intended of the Lenders pursuant to be created by the Canadian Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any assets of Holdings, the Borrower or any Subsidiary, and (ii) securing any of the Indebtedness identified in Schedule 8.2(b), together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from Holdings, the Borrower or any Subsidiary; (d) landlord access agreements and bailee letters in form and substance satisfactory to the Administrative Agent from each landlord to and mortgagee of Holdings, the Borrower or any Subsidiary; and (e) evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts of Holdings, the Borrower and each Subsidiary are Controlled Accounts.

Security Agreements. The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Borrower Security Agreement dated as of the date hereof, duly executed and delivered by an Authorized Officer of the Borrower and, in the event the Borrower has any Subsidiaries, executed counterparts of each Subsidiary Security Agreement dated as of the date hereof, duly executed and delivered by an Authorized Officer of each such Subsidiary, together with (a) On the Initial Borrowing Date, each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement in the form of Exhibit H-1 (as amended, modified, restated and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered: (i) proper Uniform Commercial Code financing statements (Form UCC-1 UCC-1), naming the Borrower and each such Subsidiary (if any) as a debtor and the Administrative Agent, on behalf of the Secured Parties, as the secured party, or the equivalent) authorized for filing other similar instruments or documents, to be filed under the UCC or other appropriate filing offices Uniform Commercial Code of each jurisdiction all jurisdictions as may be reasonably necessary or or, in the opinion of the Administrative Agent, desirable to perfect the security interests purported of the Administrative Agent pursuant to be created by the U.S. such Security Agreement; ; (b) the applicable Perfection Certificate (as defined in such Security Agreement); (c) proper Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens (except for Permitted Liens) of any Person (i) in any collateral described in any Security Agreement previously granted to any Person, and (ii) securing any of the Indebtedness in respect to the Existing Credit Facility, together with such other Uniform Commercial Code Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; (d) certified copies of (x) requests Uniform Commercial Code Requests for information Information or copies Copies (Form UCC-11), or equivalent reports as of a recent datesimilar search report certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements that which name Holdings, BWAY Holding or the Borrower and each Subsidiary (under its present name and any of their respective Restricted Subsidiaries previous names) as the debtor and that which are filed in the jurisdictions referred in which filings were made pursuant to in clause (ia) above, together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover any of the Collateral collateral described in any Security Agreement except to the extent evidencing for Permitted Liens and (y) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require. (b) In addition to the requirements of the preceding clause (aLiens), the U.S. Borrower will have used commercially reasonable efforts to deliver:; (i) evidence all applicable Counterparty Notices required to be delivered pursuant to Sections 3.6 and 4.10(i) of the completion of all other recordings and filings of, or with respect to, the U.S. a Security Agreement as may be reasonably necessary or desirable, to perfect and Sections 2.10 and 3.3(c) of a Mortgage (to the extent provided such notices may be obtained by the Borrower with the exercise of its commercially reasonable efforts) and (ii) all landlord lien notices with respect to each lessor of premises leased to the Borrower or any Subsidiary after the date of this Agreement with respect to the assets of the Borrower or any Subsidiary located on such premises; (f) in the U.S. Security Agreement) event the security interests purported to be created Borrower has any Subsidiaries, certificates evidencing all of the issued and outstanding shares of Capital Stock owned by the U.S. Security AgreementBorrower in each such Subsidiary or owned by any other Subsidiary, which certificates shall be accompanied by undated stock powers duly executed in blank; and (iig) evidence that all other actions reasonably necessary Pledged Notes (as defined in the Borrower Security Agreement and the Subsidiary Security Agreement, as applicable), if any, evidencing Indebtedness payable to the Borrower or desirable (including to any Subsidiary duly endorsed to the receipt order of the respective control agreements referred to Administrative Agent, together with Uniform Commercial Code Financing Statements (or similar instruments) in respect of such Pledged Notes executed by the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported Borrower or a Guarantor to be created by filed in such jurisdictions as the U.S. Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party Administrative Agent may reasonably request. The Administrative Agent and its counsel shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein, together with: be satisfied that (i) proper financing statements the Lien granted to the Administrative Agent, for the benefit of the Secured Parties in the collateral described above is a first priority (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under the PPSA in Ontario equivalent thereof) security interest; and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or no Lien exists on any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens collateral described above other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements Lien created in favor of the preceding clause (c)Administrative Agent, for the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (ii) to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence benefit of the completion of all other recordings and filings ofSecured Parties, or with respect to, the Canadian Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable pursuant to perfect the security interests intended to be created by the Canadian Security Agreementa Loan Document.

Security Agreements. Subject to Section 7.15, the Lender shall have received executed counterparts of the Security Agreement, dated as of the date hereof, duly executed and delivered by the Borrower and each Guarantor, together with: (a) On the Initial Borrowing Date, each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement certificates (in the form case of Exhibit H-1 Capital Securities that are securities (as amended, modified, restated and/or supplemented from time to time, defined in the “U.S. Security Agreement”UCC)) covering evidencing all of the issued and outstanding Capital Securities owned by the Borrower or any Guarantor in any Subsidiary of the Borrower (other than the Excluded Indian Subsidiary), which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, in the case of Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence satisfactory to the Lender that the security interest therein has been transferred to and perfected by the Lender in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Credit Party’s present and future Collateral referred to therein, and shall have delivered:Capital Securities; (ib) proper financing statements (Form UCC-1 suitable in form for naming the Borrower and each Guarantor as a debtor and the Lender as the secured party, or the equivalent) authorized for filing other similar instruments or documents to be filed under the UCC or other appropriate filing offices of each jurisdiction all jurisdictions as may be reasonably necessary or desirable to perfect the security interests purported of the Lender pursuant to be created by the U.S. Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any assets of the Borrower or any Subsidiary, and (ii) securing any of the Indebtedness identified in Schedule 8.2(b), together with such other UCC Form UCC-3 termination statements as the Lender may reasonably request from the Borrower or any Subsidiary; (d) landlord access agreements and bailee letters in form and substance satisfactory to the Lender from each landlord to the Borrower or any Guarantor and each other Person in the United States that has possession of any Collateral (as defined in the Security Agreement), to the extent required under the Security Agreement; and (ii) certified copies of (x) requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens and (y) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding or any of their respective Subsidiaries in each jurisdiction as the Agents may reasonably require. (b) In addition to the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (i) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be reasonably necessary or desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement; and (iie) evidence that all United States deposit accounts, lockboxes, disbursement accounts, investment accounts or other actions reasonably necessary or desirable (including the receipt similar accounts of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein, together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under the PPSA in Ontario Borrower and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and Guarantor are Controlled Accounts (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral AgentExcluded Accounts). (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities (as defined in the Canadian Security Agreement) and, to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (ii) to the extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, evidence of the completion of all other recordings and filings of, or with respect to, the Canadian Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable to perfect the security interests intended to be created by the Canadian Security Agreement.