Common use of Collateral Agent’s Rights Clause in Contracts

Collateral Agent’s Rights. (a) If a Majority of Secured Parties reasonably determines that the value of the Collateral has diminished to such an extent as to be unsatisfactory in character or quality, the Collateral Agent may demand Debtor provide additional collateral, or the Collateral Agent may exercise its rights in the event of default described herein. At its option, the Collateral Agent may discharge taxes, liens or security interests or other encumbrances at any time levied or placed on the Collateral, may pay for insurance on the Collateral, and may pay for the maintenance and preservation of the Collateral. (b) Debtor agrees to irrevocably appoint the Collateral Agent (when appointed by the Majority of Secured Parties) as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Collateral Agent may perform (but Collateral Agent shall not be obligated to and shall incur no liability to Debtor or any third party for failure so to do) any act which Debtor is obligated by this Agreement to perform, and to exercise such rights and powers as Debtor might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, deposit, or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve the Collateral; (e) pay any indebtedness of Debtor relating to the Collateral; and (f) execute other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent shall not exercise any such powers granted pursuant to subsections (a) through (c) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default. Debtor agrees to reimburse Collateral Agent upon demand for any reasonable costs and expenses, including attorneys' fees, Collateral Agent may incur while acting as Debtor's attorney-in-fact hereunder, all of which costs and expenses are included in the Obligations. It is further agreed and understood between the parties hereto that such care as Collateral Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Collateral Agent 's possession; provided, however, that Collateral Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other person in connection with the Obligations or with respect to the Collateral.

Collateral Agent’s Rights. (a) If a Majority of Secured Parties reasonably determines that the value of the Collateral has diminished to such an extent as to be unsatisfactory in character or quality, the The Collateral Agent may demand Debtor provide additional collateral, conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Collateral Agent may exercise its rights need not investigate any fact or matter stated in the event of default described hereinany such document. At its option, the Collateral Agent may discharge taxes, liens or security interests or other encumbrances at any time levied or placed on the Collateral, may pay for insurance on the Collateral, and may pay for the maintenance and preservation of the Collateral. (b) Debtor agrees to irrevocably appoint the Collateral Agent (when appointed by the Majority of Secured Parties) as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Collateral Agent may perform (but The Collateral Agent shall not be obligated to communicate with or deal in any way with any Secured Party. In determining (x) the amount of Secured Obligations outstanding under the Indenture or (y) whether the consent of any Secured Party to any amendment, waiver or other action under this Agreement or any other Note Document has been obtained, the Collateral Agent may conclusively rely on any statement made by the Trustee or the applicable Additional Pari Passu Agent as to such matter. (b) The Collateral Agent may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. (c) The Collateral Agent shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Agreement or any other Note Document. Whenever in the administration of this Agreement or any Note Document the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate. (d) Unless otherwise specifically provided in this Agreement or any other Note Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate. (e) The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any other Note Document at the request or direction of any of the Secured Parties unless such Secured Parties shall have offered to the Collateral Agent reasonable security and indemnity reasonably satisfactory to the Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. (f) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (g) The rights, privileges, protections and benefits given to Debtor or any third party for failure so the Collateral Agent, including, without limitation, its rights to do) any act which Debtor is obligated by this Agreement to performbe indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to exercise such rights and powers as Debtor might exercise with respect to the Collateraleach agent, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds custodian and other sums and property now Persons employed to act hereunder or hereafter payable on or on account of the Collateral; under any Note Document. (bh) enter into any extension, deposit, or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve the Collateral; (e) pay any indebtedness of Debtor relating to the Collateral; and (f) execute other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent shall not exercise any such powers granted pursuant to subsections (a) through (c) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default. Debtor agrees to reimburse Collateral Agent upon demand for any reasonable costs and expenses, including attorneys' fees, The Collateral Agent may incur while acting request that the Grantors deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any other Note Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as Debtor's attorney-in-fact hereunder, all of which costs so authorized in any such certificate previously delivered and expenses are included in the Obligations. It is further agreed and understood between the parties hereto that such care as Collateral Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care not superseded. (i) The permissive right of the Collateral when Agent to take or refrain from taking any actions enumerated in Collateral Agent 's possession; provided, however, that Collateral Agent this Agreement or any other Note Document shall not be required construed as a duty. (j) In no event shall the Collateral Agent be responsible or liable for any special, indirect, punitive or consequential loss or similar damages (including but not limited to make any presentmentloss of profit), demand irrespective of whether the Collateral Agent has been advised of the likelihood of such loss or protestdamage, or give any notice and need not take any action to preserve any rights against any prior party or any other person in connection with regardless of the Obligations or with respect to the Collateralform of action.

Collateral Agent’s Rights. (a) If a Majority 8.1 For the avoidance of Secured Parties reasonably determines doubt, it is acknowledged that the value Collateral Agent is permitted to act on the instructions of the Applicable Representative in accordance with clause 2.02(a)(i) of the First Lien Intercreditor Agreement. It is further acknowledged that the Collateral has diminished to such an extent Agent may assume that any and all instructions received by it from the Applicable Representative under this Agreement are reasonable, and that any question as to the reasonableness or otherwise of such instructions shall be unsatisfactory in character or qualitydetermined as between the Applicable Representative and SIG Combibloc. 8.2 SIG Combibloc acknowledges and agrees that the Collateral Agent’s actions under this Agreement are on the basis of authority conferred under the Principal Finance Documents to which the Collateral Agent is a party, and on directions of the Applicable Representative. In so acting, the Collateral Agent may demand Debtor provide additional collateralshall have the protections, or immunities, rights, indemnities and benefits conferred on a collateral agent under the Principal Finance Documents. 8.3 The powers conferred by this Agreement on the Collateral Agent may exercise in relation to the Accounts and the Collateral shall be in addition to and not in substitution for the rights conferred on the Collateral Agent by applicable law except insofar as they are excluded by this Agreement and, where there is any ambiguity or conflict between the rights contained in any such applicable law and those conferred by this Agreement, then the terms of this Agreement shall prevail to the extent permitted by such law. 8.4 The Collateral Agent will be entitled, subject to the Agreed Security Principles, the terms of the Principal Finance Documents and this Agreement and the reasonable instructions of the Applicable Representative, at any time to take any such action permitted under the relevant laws as it in their/its rights in discretion thinks fit for the event purpose of default described herein. At its optionprotecting the Security Interest constituted by this Agreement. 8.5 Subject to Section 4.05 of the First Lien Intercreditor Agreement, the Collateral Agent may discharge taxesmay, liens or security interests or other encumbrances at any time levied and from time to time, delegate by power of attorney to any person all or placed any of the rights conferred on the Collateral, may pay for insurance on the Collateral, and may pay it by this Agreement which are for the maintenance and preservation of the Collateral. (b) Debtor agrees to irrevocably appoint time being exercisable by the Collateral Agent (when appointed by hereunder in relation to the Majority of Secured Parties) as its attorney-in-fact (which appointment is coupled with an interest) Accounts and agrees that the Collateral Agent may perform (but or any part thereof and the Collateral Agent shall inform SIG Combibloc of such a delegation or appointment of a delegate. 8.6 The Collateral Agent does not be obligated to and shall incur no liability to Debtor or need, before it exercises any third party for failure so to do) any act which Debtor is obligated of the rights conferred upon it by this Agreement to performor by law, and to exercise such rights and powers as Debtor might exercise with respect to the Collateral, including the right to (ai) collect by legal initiate proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, deposit, or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve the Collateral; (e) pay any indebtedness of Debtor relating to the Collateral; and (f) execute other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent shall not exercise any such powers granted pursuant to subsections (a) through (c) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default. Debtor agrees to reimburse Collateral Agent upon demand for any reasonable costs and expenses, including attorneys' fees, Collateral Agent may incur while acting as Debtor's attorney-in-fact hereunder, all of which costs and expenses are included in the Obligations. It is further agreed and understood between the parties hereto that such care as Collateral Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Collateral Agent 's possession; provided, however, that Collateral Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights obtain a judgement against any prior party SIG Combibloc or any other person in connection with the Obligations any court; (ii) make or file a claim in a bankruptcy or liquidation with respect to SIG Combibloc or any other person; or (iii) enforce any of its rights in respect of any part of the CollateralObligations, except as expressly required by Hungarian law from time to time.

Collateral Agent’s Rights. LIMITATIONS ON COLLATERAL AGENT’S OBLIGATIONS (a) If a Majority of Secured Parties reasonably determines that Subject to the value terms of the Collateral has diminished Intercreditor Agreement, it is expressly agreed by each Grantor that, anything herein or in any other Security Document to such an extent as the contrary notwithstanding, each Grantor shall remain liable under each of its respective Contractual Obligations, including all Licenses, to observe and perform all the conditions and obligations to be unsatisfactory in character or quality, the Collateral Agent may demand Debtor provide additional collateral, or the Collateral Agent may exercise its rights in the event of default described herein. At its option, the Collateral Agent may discharge taxes, liens or security interests or other encumbrances at any time levied or placed on the Collateral, may pay for insurance on the Collateral, observed and may pay for the maintenance and preservation of the Collateral. (b) Debtor agrees to irrevocably appoint the Collateral Agent (when appointed performed by the Majority of Secured Parties) as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Collateral Agent may perform (but Collateral Agent shall not be obligated to and shall incur no liability to Debtor or any third party for failure so to do) any act which Debtor is obligated by this Agreement to perform, and to exercise such rights and powers as Debtor might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, deposit, or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve the Collateral; (e) pay any indebtedness of Debtor relating to the Collateral; and (f) execute other documents, instruments and agreements required hereunderthereunder; provided, however, that such liability of any Grantor shall terminate with respect to any Contractual Obligation upon the foreclosure thereof by Collateral Agent. Neither Collateral Agent, Trustee nor any Noteholder shall have any obligation or liability under any Contractual Obligation by reason of or arising out of this Agreement or any other Security Document or the granting herein of a Lien thereon or the receipt by Collateral Agent, Trustee or any Noteholder of any payment relating to any Contractual Obligation pursuant hereto. Neither Collateral Agent, Trustee nor any Noteholder shall be required or obligated in any manner to perform or fulfill any of the obligations of any Grantor under or pursuant to any Contractual Obligation, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any Contractual Obligation, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. (b) Subject to the terms of the Intercreditor Agreement, Collateral Agent shall not exercise may at any such powers granted pursuant to subsections (a) through (c) prior to the occurrence of time after an Event of Default has occurred and is continuing (or if any rights of set-off (other than set-offs against an Account arising under the Contract giving rise to the same Account) or contra accounts may be asserted with respect to the following), without prior notice to any Grantor, notify each Grantor’s Account Debtors and all other Persons obligated on any of the Collateral that Collateral Agent has a security interest therein, and that payments shall only exercise such powers be made directly to Collateral Agent, for the benefit of Trustee and Noteholders. At any time following the occurrence and during the continuance of an Event of Default, upon the request of Trustee, each Grantor shall so notify its Account Debtors and other Persons obligated on the Collateral. Once any such notice has been given to any Account Debtor agrees or other Person obligated on the Collateral, none of the Grantors shall give any contrary instructions to reimburse such Account Debtor or other Person without Collateral Agent upon demand for any reasonable costs and expenses, including attorneys' feesAgent’s prior written consent. (c) Subject to the terms of the Intercreditor Agreement, Collateral Agent may incur while acting as Debtor's attorney-in-fact hereunderat any time, all of which costs and expenses are included upon prior notice to the relevant Grantor, in Collateral Agent’s own name, in the Obligationsname of a nominee of Collateral Agent or in the name of any Grantor communicate (by mail, telephone, facsimile or otherwise) with Account Debtors, parties to Contractual Obligations and obligors in respect of Instruments to verify with such Persons, to Collateral Agent’s satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper and/or payment intangibles. It is further agreed If an Event of Default shall have occurred and understood between be continuing, each Grantor, at its own expense, shall cause the parties hereto that independent certified public accountants then engaged by such care Grantor to prepare and deliver to Collateral Agent at any time and from time to time promptly upon Collateral Agent’s request the following reports with respect to such Grantor: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts as Collateral Agent gives may request. Each Grantor, at its own expense, shall deliver to Collateral Agent the safekeeping results of each physical verification, if any, which such Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its own property of like kind shall constitute reasonable care of the Collateral when in Collateral Agent 's possession; provided, however, that Collateral Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other person in connection with the Obligations or with respect to the CollateralInventory.