THE TAKING OF THIS DOCUMENT OR ANY CERTIFIED COPY OF IT OR ANY DOCUMENT WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION FOR IT, OR ANY DOCUMENT WHICH INCLUDES WRITTEN CONFIRMATIONS OR REFERENCES TO IT, INTO AUSTRIA AS WELL AS PRINTING OUT ANY E-MAIL COMMUNICATION WHICH REFERS TO ANY LOAN DOCUMENT IN AUSTRIA OR SENDING ANY E-MAIL COMMUNICATION TO WHICH A PDF SCAN OF THIS DOCUMENT IS ATTACHED TO AN AUSTRIAN ADDRESSEE OR SENDING ANY E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL SIGNATURE WHICH REFERS TO ANY LOAN DOCUMENT TO AN AUSTRIAN ADDRESSEE MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY. ACCORDINGLY, KEEP THE ORIGINAL DOCUMENT AS WELL AS ALL CERTIFIED COPIES THEREOF AND WRITTEN AND SIGNED REFERENCES TO IT OUTSIDE OF AUSTRIA AND AVOID PRINTING OUT ANY EMAIL COMMUNICATION WHICH REFERS TO ANY LOAN DOCUMENT IN AUSTRIA OR SENDING ANY E­ MAIL COMMUNICATION TO WHICH A PDF SCAN OF THIS DOCUMENT IS ATTACHED TO AN AUSTRIAN ADDRESSEE OR SENDING ANY E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL SIGNATURE WHICH REFERS TO ANY WAN DOCUMENT TO AN AUSTRIAN ADDRESSEE.








This Acknowledgment Agreement (Convenio de Reconocimiento) is entered into on this 14th day of February, 2014 (the " Agreement "), by and among CS! en Saltillo, S. de R.L. de C.V., as trustor under the Trust Agreement; and The Bank of New York Mellon, acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties, as first place beneficiary under the Trust Agreement (as defined below), in accordance with the following Recitals, Representations and Warranties and Clauses. Terms used in this Agreement and not otherwise defined herein shall have the meaning set forth in the Trust Agreement (as defined below).





Recitals





I. Trust Agreement . On January 29, 2010, the Trustor, the Beneficiary and the Trustee entered into the Irrevocable Security Trust Agreement with Reversion Rights No. F/00737 (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, the " Trust Agreement ").





II. Amendment   No.   8  and   Incremental   Assumption   Agreement .  On  November  27, 2013, Reynolds Group Holdings  Inc., Pactiv LLC, Reynolds  Consumer  Products  Holdings  LLC, Closure Systems International Holdings Inc., SIG Euro Holding AG & Co.  KGaA,  SIG  Austria Holding  GmbH,  Closure  Systems  International  B.V.,  Evergreen  Packaging   Inc.,   Reynolds Consumer Products Inc., Beverage Packaging Holdings (Luxembourg) III S.a r.l., Reynolds Group Holdings Limited, the Guarantors from time to time party thereto (as defined  therein), the Lenders from  time  to  time  party  thereto  (as  defined  therein)  and  the  Administrative Agent (as  defined therein) entered  into the Amendment  No. 8 and Incremental  Term Loan Assumption Agreement (the " Amendment No. 8 ") related to the Third Amended and Restated Credit Agreement dated as of September 28, 2012 (as amended, extended, restructured,  renewed, novated, supplemented, restated, refunded,  replaced   or  modified  from  time  to  time,  the " Third Amended  and  Restated  Credit Agreement "), pursuant to which the Credit Agreement  was amended.





III. Loan Modification Agreement . On December 27, 2013, Reynolds Group Holdings Inc., Pactiv LLC, Reynolds Consumer Products Holdings LLC, Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems







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International B.V., Evergreen Packaging Inc., Reynolds Consumer Products Inc., Beverage Packaging Holdings (Luxembourg) III S.a r.l., Reynolds Group Holdings Limited, the Guarantors from time to time party thereto (as defined therein), the Lenders from time to time party thereto (as defined therein) and the Administrative Agent (as defined therein) entered into the Loan Modification Agreement (the " Loan Modification Agreement ") related to the Third Amended and Restated Credit Agreement, as amended by Amendment No. 8, pursuant to which the Credit Agreement was amended.





Representations and Warranties





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|I. | The Trustor hereby represents and warrants, through its legal representative, that on the date hereof:




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|(a) | the individual executing this Agreement in the name and on behalf of the Trustor has sufficient power and authority, as well as the necessary authority (corporate, organizational or otherwise) to validly execute and deliver this Agreement on their behalf and to validly bind the Truster under the terms herein, as evidenced in public deed number 41,177, dated January 29, 2014, granted in the notarial record of Jose Luis Villavicencio Castaneda, Notary Public number 218 for Mexico Oty, Federal District, and that such powers, authority and corporate or other authorizations have not been revoked, modified or limited in any manner.




NOW, THEREFORE, based on the Recitals and Representations and Warranties contained herein, the parties hereto agree as follows:





Clauses





First.- Acknowledgment . The Trustor (a) confirms and agrees that the Trust Agreement and the transfer of the Trust Estate in favor of the Trustee for the Purposes of the Trust continue to be in full force and effect subject to the Legal Reservations (as such term is defined in the Third Amended and Restated Credit Agreement), and (b) acknowledges and agrees that (i) the Amendment No. 8 and the Loan Modification Agreement each constitutes a Loan Document, and (ii) the obligations of the Loan Parties under the Amendment No. 8, the Loan Modification Agreement and the Third Amended and Restated Credit Agreement, as amended by the Amendment No. 8 and the Loan Modification Agreement, constitute Secured Obligations under the Trust Agreement.





Second.- No Novation . The parties hereby expressly agree that this Agreement shall not extinguish the obligations for the payment of money outstanding under any Loan Document or discharge or release the priority of any Loan Document or any other security therefor. Nothing herein shall be construed as a substitution or novation of the Secured Obligations, which shall remain in full force and effect. Nothing in or implied by this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any Secured Obligation. The Trust Agreement shall remain in full force and effect notwithstanding the execution and delivery of this Agreement.





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The parties agree that this Agreement shall be deemed a "Security Document" for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and that, accordingly, all rights, duties, privileges, protections and benefits of the Collateral Agent set forth in the First Lien Intercreditor Agreement are hereby incorporated by reference and are part of this Agreement.





Third.- Entire Agreement . The parties hereby expressly agree that this Agreement is and shall be deemed a part of the Trust Agreement and, for such reason, all references made in or with respect to the Trust Agreement, shall include this Agreement.





Fourth.- Jurisdiction. Governing Law . For all matters relating to the interpretation and fulfillment of this Agreement, the parties hereto expressly and irrevocably submit to the applicable  laws  of Mexico, and to the jurisdiction of the competent courts sitting in Mexico, Federal District, Mexico, in connection with any action or current proceeding, or related with this Agreement, and the parties hereby expressly and irrevocably waive their rights to any other jurisdiction to which they may be entitled to by reason of their present or any future domiciles, or for any other reason.





Fifth.- Language . This Agreement is entered into in both the Spanish and English  languages; provided that, in the case of any judicial procedure before a Mexican court, the Spanish version shall govern for all purposes.





[Signature page continues]








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IN WITNESS  WHEREOF, the parties hereto have caused this Agreement  to be duly executed  on the date first above written.





The Trustor :





CSI en Saltillo, S. de R.L. de C.V.








By://s// Carla Argandona Estrada


Name: Carla Argandona Estrada


Title: Attorney-in-Fact














The Beneficiary :





The Bank of New York Mellon, acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties.











By://s// Laura Brindisi Reyes Delgado


Name: Laura Brindisi Reyes Delgado


Title: Attorney-in-Fact