Common use of Collateral Matters Clause in Contracts

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the LendersSecured Parties, without the necessity of any notice to or further consent from any Lendersuch Secured Parties, from time to time prior to an Event of Defaulttime, to take any action actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Loan Documents or applicable Legal Requirements. Persons that are owed any Lender Hedging Obligations by accepting the benefit of the Liens granted pursuant to the Security Documents hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby hereby, and Persons that are owed any Lender Hedging Obligations by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Collateral Agent, at its option and in its discretion, Administrative Agent to (i) release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (ia) upon termination of the Commitments and payment and satisfaction this Agreement, termination of all Hedge Contracts with such Persons, termination of all Letters of Credit, and the payment in full of all outstanding Advances, Letter of Credit Obligations and all other Obligations payable under this Agreement and under any other Loan Document; (b) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other than inchoate indemnification obligationsLoan Document; (c) constituting property in which the Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time arising thereafter; or (d) constituting property leased to the Borrower or any Subsidiary under a lease which has expired or has been terminated in respect of a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Credit Documents Borrower or the transactions contemplated hereby such Subsidiary to be, renewed or thereby, extended; and (ii) constituting property being sold or otherwise disposed release a Guarantor from its obligations under a Guaranty and any other applicable Loan Document if such Person ceases to be a Subsidiary as a result of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documentstransaction permitted under this Agreement. Upon the request by of the Administrative Agent at any time, the Lenders Secured Parties will confirm in writing the Collateral Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 11.108.09. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby Noteholders irrevocably authorize the Collateral Agent, at its option and in its discretion, : (a) to take any action with respect to the Collateral which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Note Documents; (b) to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral Note Document (i) upon termination of the Commitments and payment and satisfaction Payment in Full of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or therebyObligations, (ii) constituting property being that is sold or otherwise disposed to be sold as part of (to Persons other than Silgan and its Subsidiaries) upon or in connection with any Disposition permitted under each of the sale or other disposition thereof in compliance with Section 9.02Note Purchase Agreements, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii)in accordance with any provision for the release thereof provided for in the Note Documents or this Agreement, (iv) if approved, authorized or ratified in writing by pursuant to the Required Lenders (or all instructions of the Lenders hereunder, to the extent required by Series B Administrative Holder in accordance with Section 12.12(a)), 2.7 of this Agreement (vso long as such provision applies) in connection with the release of Collateral provided in Section 8.15 any Enforcement Action, or (viv) subject to Section 3.4(a)(v) hereof and Section 9.01 of each of the Note Purchase Agreements, and so long as otherwise may Section 3 applies, if so requested (or consented to) by the Required Noteholders; (c) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Note Document to the holder of any Lien on such property that is permitted by Section 6.02 of each of the Note Purchase Agreements; (d) to take any action to permit any Lien on any property granted to or held by the Collateral Agent under any Note Document to be expressly provided equal in priority with the Liens securing the Claims to the extent permitted by Section 6.02 of each of the Note Purchase Agreements; and (e) following any such release or subordination described in the relevant Security Documents. preceding clauses (b) and (c), to deliver to the Issuer or any other Person, at its expense, any Collateral so released that is then held by the Collateral Agent hereunder and to execute and deliver to the Issuer or any other Person such releases or other documents as the Issuer or such Person shall request to evidence or effectuate such release or subordination of Liens (including UCC termination statements, intercreditor agreements and collateral agency agreements). (f) Upon request by the Administrative Collateral Agent at any time, the Lenders Series B Administrative Holder (if Section 2 applies) or the Required Noteholders (if Section 3 applies) will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral property pursuant to this Section 11.104.3. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the LendersSecured Parties, without the necessity of any notice to or further consent from any Lendersuch Secured Parties, from time to time prior to an Event of Defaulttime, to take any action actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Collateral Agent, at its option and in its discretion, Administrative Agent to (i) release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (iA) upon termination of the Commitments and payment and satisfaction this Agreement, termination of all of the Obligations Hedging Agreements with such Persons (other than inchoate indemnification obligationsHedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this Agreement and under any other Credit Document; (B) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Document; (C) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time arising thereafter; or (D) constituting property leased to any Credit Party under a lease which has expired or has been terminated in respect of a transaction permitted under this Agreement or the is about to expire and which has not been, and is not intended by such Credit Documents Party to be, renewed or the transactions contemplated hereby or thereby, extended; and (ii) constituting property being sold or otherwise disposed release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Subsidiary as a result of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documentstransaction permitted under this Agreement. Upon the request by of the Administrative Agent at any time, the Lenders Secured Parties will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.108.8. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or Notwithstanding anything contained in any of the Security DocumentsCredit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that in respect all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Collateral, or any act, omission or event related thereto, Secured Parties in accordance with the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given terms hereof and the Collateral Agent’s own interest in other Credit Documents. By accepting the Collateral as one benefit of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever Liens granted pursuant to the LendersSecurity Documents, except for its gross negligence or willful misconduct each Secured Party not party hereto hereby agrees to the terms of this paragraph (as determined by a court of competent jurisdiction in a final and non-appealable decisionc).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured CreditorsIntercreditor Agreement. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents Documents, subject to the provisions of the Intercreditor Agreement, which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral Collateral, subject to the provisions of the Intercreditor Agreement, (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)13.12), (v) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.1012.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 12.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments Existing Letter of Credit Exposure and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)12.12), (v) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security DocumentsDocuments or (v) as otherwise provided in Section 12.21 hereof. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Administrative Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditorssuch Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.1, any action taken by the Required Lenders Majority Lenders, in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, Lender from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Documents which that may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders Each Lender hereby irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by the Collateral Administrative Agent upon under any Collateral Loan Document (i1) upon termination of the all Commitments and payment and satisfaction in full of all of the Obligations (other than inchoate contingent indemnification obligations), (2) at any time arising under that is Disposed of or to be Disposed of as part of or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the connection with any sale or other disposition thereof in compliance with Section 9.02Disposition permitted under the Loan Documents, (iii3) subject to a Permitted Lien pursuant to Sections 9.01(viii)Section 10.1, (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders Majority Lenders, or (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v4) in connection with the release any foreclosure sale or other disposition of Collateral provided in Section 8.15 after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or (vi) as otherwise may be expressly provided in held by Administrative Agent under any Loan Document to the relevant Security Documentsholder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, the Lenders each Lender will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 11.109.12, provided that the absence of any such confirmation for whatever reason shall not affect Administrative Agent’s rights under this Section 9.12. (c) The Collateral Subject to subsection (b) above, Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Administrative Agent for the benefit of Administrative Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Administrative Agent shall not be required to execute any such document on terms that, in Administrative Agent’s opinion, would expose Administrative Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Restricted Person in respect of) all interests retained by Borrower or any other Restricted Person, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) Administrative Agent shall have no obligation whatsoever to the Lenders any Lender or to any other Person to assure that the Collateral exists or is owned by Borrower or any Credit Party other Restricted Person or is cared for, protected or insured or that the Liens granted to the Collateral Administrative Agent herein or in any of the Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Administrative Agent in this Section 11.10 9.12 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Administrative Agent shall have no duty or liability whatsoever to Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ security interest in assets that, except for its gross negligence in accordance with Article 9 of the UCC, can be perfected only by possession. Should any Lender (other than Administrative Agent) obtain possession of any such Collateral, such Lender shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request therefor shall deliver such Collateral to Administrative Agent or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)accordance with Administrative Agent’s instructions.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)12.12), (v) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security DocumentsDocuments or (v) as otherwise provided in Section 12.21 hereof. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.1011.11. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 11.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the LendersSecured Parties, without the necessity of any notice to or further consent from any Lendersuch Secured Parties, from time to time prior to an Event of Defaulttime, to take any action actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Collateral Agent, at its option and in its discretion, Administrative Agent to (i) release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (ia) upon termination of the Commitments and payment and satisfaction this Agreement, termination of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Advances, Letter of Credit Obligations and all other Secured Obligations (other than inchoate indemnification obligationsobligations which survive termination of the Existing Credit Agreement and which are not yet due and payable) payable under this Agreement and under any other Credit Document; (b) constituting Property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Document; (c) constituting Property in which no Credit Party owned an interest at the time the Lien was granted or at any time arising thereafter; or (d) constituting Property leased to any Credit Party under a lease which has expired or has been terminated in respect of a transaction permitted under this Agreement or the is about to expire and which has not been, and is not intended by such Credit Documents Party to be, renewed or the transactions contemplated hereby or thereby, extended; and (ii) constituting property being sold or otherwise disposed release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if such Person ceases to be a Restricted Subsidiary as a result of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documentstransaction permitted under this Agreement. Upon the request by of the Administrative Agent at any time, the Lenders Secured Parties will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.108.8. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or Notwithstanding anything contained in any of the Security DocumentsCredit Documents to the contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranties, it being understood and agreed that in respect all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Collateral, or any act, omission or event related thereto, Secured Parties in accordance with the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given terms hereof and the Collateral Agent’s own interest in other Credit Documents. By accepting the Collateral as one benefit of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever Liens granted pursuant to the LendersSecurity Documents, except for its gross negligence or willful misconduct each Secured Party not party hereto hereby agrees to the terms of this paragraph (as determined by a court of competent jurisdiction in a final and non-appealable decisionc).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not required) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lenderthe Lenders, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders Agent is hereby authorize the Collateral Agentauthorized, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral Collateral: (i) upon termination of the Commitments and payment and satisfaction in full of all of the Loans and all other Obligations (other than inchoate indemnification obligations) at any time arising then payable under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, and under any other Loan Document; (ii) constituting property being Property sold or otherwise to be sold or disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale as part of or other in connection with any disposition thereof in compliance with Section 9.02, permitted hereunder; (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii)consisting of an instrument evidencing Indebtedness or of any other debt instrument, (x) and (xii), if the Indebtedness evidenced thereby has been paid in full; or (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunderLenders, to as the extent required by Section 12.12(a))case may be, (v) in connection with the release of Collateral as provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documentssubsection 9.1(f). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10subsection 8.10(b). (c) The Collateral Agent Each Lender agrees with and in favor of each other Lender (which agreement shall have no obligation whatsoever to not be for the Lenders benefit of the Borrower or to any other Person to assure of its Subsidiaries) that the Collateral exists or is owned Borrower’s obligation to such Lender under this Agreement and the other Loan Documents shall be equally and ratably secured by any Credit Party real property and/or other collateral now or is cared for, protected hereafter securing any obligations of the Borrower or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of its Subsidiaries to such Lender, whether or not the rights, authorities and powers granted or available to the same constitutes Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)hereunder.

Collateral Matters. The Company shall have delivered to the Investors (aor any Collateral Agent on their behalf) Each Lender authorizes each of the following: (i) confirmation that all UCC-1 financing statements and directs other filings necessary or appropriate in the reasonable opinion of the Investors to perfect the security interests of the Investors (or any Collateral Agent on their behalf) in the Collateral Agent to enter into have been accepted for filing; (ii) such lien and judgment searches as the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agreesInvestors have reasonably requested, and each holder of any Note by the acceptance thereof will be deemed to agreesuch termination statements or other documents, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon confirm that the Collateral granted pursuant is subject to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and no other security interests in its discretion, to release favor of any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, Permitted Liens; (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii)the certificates or instruments representing any pledged Collateral, (x) and (xii)together with undated stock powers or endorsements, as the case may be, executed in blank, with respect thereto; (iv) if approved, authorized or ratified in writing by the Required Lenders (or all as of the Lenders hereunderdate of the Initial Closing any Collateral is located on any premises in which any third party has an interest, to such bailee agreement, subordination agreement, landlord waiver agreement or collateral access agreement, as applicable, duly executed by such third party, as the extent required by Section 12.12(a)), Investors shall reasonably request; (v) evidence that all other actions necessary or appropriate in connection the reasonable opinion of the Investors to perfect and protect the security interests in the Collateral have been taken, including such account control agreements in favor of the Investors (or any Collateral Agent on their behalf) with respect to the release of Collateral provided in Section 8.15 Company’s deposit and securities accounts, executed by each applicable bank, broker or other securities intermediary as the Investors shall reasonably request; and (vi) as otherwise may be expressly provided in evidence of satisfactory insurance coverage, together with evidence that the relevant Security Documents. Upon request by the Administrative Agent at Investors have been named (or any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or on their behalf has been named) as loss payee under all policies of property insurance and as additional insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at under all or in any manner or under any duty policies of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)insurance.

Collateral Matters. (a) Each Lender Secured Party hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents Agreement and any related documents for the benefit of such Secured Party. Collateral Agent is hereby authorized (but not obligated) on behalf of all of Secured Parties, without the Lenders necessity of any notice to or further consent from any Secured Parties from time to time prior to an Event of Default, to take any action with respect to any Collateral or related documents which may be necessary to perfect and maintain perfected the other Secured Creditorsliens upon the Collateral granted pursuant to the Loan Documents. Each Lender Secured Party hereby agrees, and each holder of any Senior Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, that any action taken by the Required Lenders Majority in Interest, in accordance with the provisions of this Agreement or the Security DocumentsAgreement, and the exercise by the Required Lenders Majority in Interest of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersSecured Parties. The Collateral Agent is Each Secured Party hereby authorized agrees, and each holder of any Senior Note by the acceptance thereof will be deemed to agree, that only a Majority in Interest shall have the right, but not the obligation, to undertake the following actions: (i) if an event of Default occurs, after the applicable cure period, if any, a Majority in Interest may, on behalf of all Secured Parties, instruct the Collateral Agent to provide to Grantor notice to cure such default and/or declare the unpaid principal amount of the LendersSenior Notes to be due and payable, without together with any and all accrued interest thereon and all costs payable pursuant to such Senior Notes; (ii) upon the necessity occurrence of any Event of Default after the applicable cure period, if any, a Majority in Interest may instruct the Collateral Agent to proceed to protect, exercise and enforce, on behalf of all the Secured Parties, their rights and remedies under the Loan Documents, and such other rights and remedies as are provided by law or equity; (iii) a Majority in Interest may instruct the Collateral Agent to waive any Event of Default by written notice to or further consent from any LenderGrantor, from time to time prior to an Event of Default, and the other Secured Parties; and (iv) a Majority in Interest may instruct the Collateral Agent to take any action with respect to any Collateral or Security Documents which that it may be necessary to perfect and maintain perfected the security interest in and liens upon take under this Agreement by instructing the Collateral granted pursuant Agent in writing to take such action on behalf of all the Security DocumentsSecured Parties. (b) The Lenders Each Secured Party hereby authorize the irrevocably authorizes Collateral Agent, at its option and in its discretion, , (i) to release any Lien lien on any property granted to or held by the Collateral Agent upon under any Collateral Loan Document (iA) upon termination of or the Commitments and payment and satisfaction in full of all Loans, (B) that is sold or to be sold as part of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement connection with any sale permitted hereunder or the Credit Documents or the transactions contemplated hereby or therebyunder any other Loan Document, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (ivC) if approved, authorized or ratified in writing by the Required Lenders Majority in Interest, or (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (vD) in connection with the release any foreclosure sale or other disposition of Collateral provided in Section 8.15 after the occurrence of an Event of Default; and (ii) to subordinate any lien on any property granted to or (vi) as otherwise may be expressly provided in held by Collateral Agent under any Loan Document to the relevant holder of any lien on such property that is permitted by this Security DocumentsAgreement or any other Loan Document. Upon request by the Administrative Collateral Agent at any time, the Lenders each Secured Party will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 11.10section. (c) The Subject to (b) above, Collateral Agent shall (and is hereby irrevocably authorized by each Secured Party to) execute such documents as may be necessary to evidence the release or subordination of the liens granted to Collateral Agent for the benefit of Collateral Agent and Secured Parties or pursuant hereto upon the applicable Collateral; provided that (i) Collateral Agent shall not be required to execute any such document on terms which, in Collateral Agent’s opinion, would expose Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Loans or any liens upon (or obligations of Grantor in respect of) all interests retained by Grantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Collateral Agent shall be authorized to deduct all expenses reasonably incurred by Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) Collateral Agent shall have no obligation whatsoever to the Lenders any Secured Party or to any other Person person to assure that the Collateral exists or is owned by any Credit Party Grantor or is cared for, protected or insured or that the Liens liens granted to the Collateral Agent herein or in any of the Loan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 section or in any of the Security Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders Secured Parties and that the Collateral Agent shall have no duty or liability whatsoever to Secured Parties. (e) Each Secured Party hereby appoints each other Secured Party as agent for the Lenderspurpose of perfecting Secured Parties’ security interest in assets which, except for its gross negligence in accordance with Article 9 of the UCC can be perfected only by possession. Should any Secured Party (other than Collateral Agent) obtain possession of any such Collateral, such Secured Party shall notify Collateral Agent thereof, and, promptly upon Collateral Agent’s request therefor shall deliver such Collateral to Collateral Agent or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)accordance with Collateral Agent’s instructions.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. In addition, each Lender, for the benefit of all parties to this Agreement, authorizes and directs the Collateral Agent to enter into the intercreditor agreements required in connection with the issuance of Permitted First Lien Notes and Permitted Second Lien Notes (which interecreditor agreements shall be deemed to constitute Security Documents for all purposes of this Agreement) and any amendments to the Security Documents that may be necessary in connection therewith for the benefit of the Lenders and the Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.0210.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v13.12) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security DocumentsDocuments or the last sentence of each of Sections 10.01 and 10.02. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.1012.10; provided that any Lender that does not respond to such request within fifteen days of it being made by the Collateral Agent shall have deemed to have confirmed the Collateral Agent’s authority to release the Collateral. (c) Anything contained in any of the Credit Documents to the contrary notwithstanding, the Borrower, the Agents and each Secured Creditor hereby agree that (i) no Secured Creditor shall have any right individually to realize upon any of the Collateral, it being understood and agreed that all powers, rights and remedies hereunder may be exercised by the Administrative Agent, on behalf of the Secured Creditors in accordance with the terms hereof and all powers, rights and remedies under the Security Documents may be exercised by the Collateral Agent and (ii) in the event of a foreclosure by the Collateral Agent or on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for, and representative of, the Secured Creditors (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 12.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured CreditorsParties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan Intermediate Holdings, the Borrower and its the Restricted Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.026.04, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v9.08) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security Documentsdocumentation granting such Lien. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.108.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 8.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) To the extent required by any applicable laws, the Administrative Agent may withhold from any payment to any Lender (including, for the avoidance of doubt, any Swingline Lender) or Issuing Bank an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 2.20, each Lender and Issuing Bank shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender or Issuing Bank for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender or Issuing Bank failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by the Agent shall be conclusive absent manifest error. Each Lender and Issuing Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or Issuing Bank under this Agreement or any other Loan Document against any amount due the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations.

Collateral Matters. (a) Each Lender (including in such Lender’s capacity as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders such Lender and the other Secured CreditorsL/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.01, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the LendersL/C Issuer. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the LendersL/C Issuer, without the necessity of any notice to or further consent from any Lender, Lender or the L/C Issuer from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders Each Lender (including in such Lender’s capacity as a potential Cash Management Bank and a potential Hedge Bank) and the L/C issuer hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral Loan Document (iA) upon termination of the Aggregate Commitments and payment and satisfaction in full of all of the Obligations (other than inchoate (1) contingent indemnification obligationsobligations and (2) at any time arising obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank of Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made)) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Agent and the L/C Issuer shall have been made), (B) that is sold or to be sold as part of or in respect of this Agreement connection with any sale permitted hereunder or the Credit Documents or the transactions contemplated hereby or therebyunder any other Loan Document, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iiiC) subject to a Permitted Lien pursuant to Sections 9.01(viii)Section 10.01, (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders Lenders, or (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (vD) in connection with the release any foreclosure sale or other disposition of Collateral provided in Section 8.15 after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or (vi) as otherwise may be expressly provided in held by Agent under any Loan Document to the relevant Security Documentsholder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, each Lender and the Lenders L/C Issuer will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 11.109.11. (c) The Collateral Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer, to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the Lenders L/C Issuer or to any other Person to assure that the Collateral exists or is owned by Borrower or any Credit other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 9.12 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, except for its gross negligence in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or willful misconduct the L/C Issuer (as determined by a court other than Agent) obtain possession of competent jurisdiction any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in a final and non-appealable decision)accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiariesthe Credit Parties) upon the sale or other disposition thereof in compliance with Section 9.02Sections 10.05 or 10.06, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v13.12) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security Documents. The Lenders hereby authorize (i) the Collateral Agent to release (or subordinate) any Lien granted to or held by the Collateral Agent upon any Collateral consisting of Receivables or Related Assets sold pursuant to any Auto Supplier Support Transaction and (ii) the Administrative Agent and the Collateral Agent to consent to any Auto Supplier Support Transaction and enter into any related documentation required in connection with the Credit Parties’ participation in the Auto Supplier Support Program. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release (or subordinate) particular types or items of Collateral pursuant to this Section 11.1012.11. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 12.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to appoint a collateral agent, security trustee, trustee or Person serving in a similar capacity, including an Affiliate of the Collateral Agent, in such foreign jurisdiction and authorize such collateral agent, security trustee, trustee or Person serving in a similar capacity to enter into any Foreign Security Documents governed by the laws of such jurisdiction for the benefit of the Lenders and the other Secured Creditors. Each such collateral agent, security trustee, trustee or Person serving in a similar capacity shall be entitled to all of the benefits afforded the Collateral Agent hereunder (including, but not limited to the benefits under Section 12.07 and Section 13.01) and the powers of the Collateral Agent under the Section 12, as if such collateral agent, security trustee, trustee or Person serving in a similar capacity were the Collateral Agent hereunder. (e) The Lenders hereby authorize the Collateral Agent and each such collateral agent, security trustee, trustee or Person serving in a similar capacity referred to in the Section 12.11(d) to enter into any intercreditor arrangements to reflect the relative Lien priority of, or right to receive proceeds from Collateral securing, the DIP Facility relative to the Prepetition Facility and such other matters as may be incidental thereto.

Collateral Matters. (a) Each Lender (including in its capacity as an Issuing Lender) authorizes and directs the Collateral Security Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Security Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize and direct the Collateral Security Agent, at its option and in its discretiondiscretion or upon request of a Borrower, to release or subordinate (as the case may be) any Lien granted to or held by the Collateral Security Agent upon any Collateral (i) upon termination of the Commitments Total Commitment (and all Letters of Credit) and payment and satisfaction of all of the Secured Obligations (other than inchoate indemnification obligationsobligations and other contingent obligations not due and payable) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiariesan Obligor unless such respective Obligor is not required to give a security interest in the assets being transferred) upon the sale or other disposition thereof in compliance with Section 9.0210.05, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v13.12) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Security Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.1012.10. (c) The Collateral Security Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party Obligor or is cared for, protected or insured or that the Liens granted to the Collateral Security Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Security Agent in this Section 11.10 or 12.10, in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Security Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Security Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Security Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) The Security Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Document by or through, or delegate any and all such rights and powers to, any one or more sub-agents, trustees or third parties appointed by the Security Agent. The Security Agent (and any such sub-agent, trustee or third party) may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory and indemnification provisions of this Section 12 and Section 13.01 shall apply to any such sub-agent, trustee or third party and to their respective Affiliates to the same extent that such provisions apply to the Security Agent. (e) Each Lender authorizes and directs the Security Agent and the Administrative Agent to enter into the intercreditor agreements, third party holder (tiers détenteur) appointment agreements and related documents in respect of the Secured Hedging Arrangements and the Secured Cash Management Arrangements and this Section 12.10(e), it being understood that such intercreditor agreements and/or other documents shall contain an acknowledgement that the Hedging Creditors and Cash Management Creditors are bound by and restate the authorizations set forth in Section 12.11. (f) Each Lender authorizes and directs the Security Agent and the Administrative Agent to enter into acknowledgments and other agreements with the financial institutions providing the cash pooling arrangements which recognize such financial institution’s right to net out balances in the deposit accounts included in the cash pooling arrangements will be senior to the security interest of the Security Agent in such deposit accounts. It is understood and agreed that the Collection Accounts and Concentration Accounts will not be permitted to be subject to such cash pooling arrangements.

Collateral Matters. (a) Each Lender authorizes The Administrative Agent and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lendersby each Lender, without the necessity of any notice to or further consent from any Lender, from time and without the obligation to time prior to an Event of Defaulttake any such action, to take any action with respect to any Collateral or any Security Documents Document which may from time to time be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to Liens of the Security Documents. (b) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release (and to execute and deliver such documents, instruments and agreements as the Collateral Agent may deem necessary to release) any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments and the full Cash Collateralization of the then outstanding L/C Obligations and the payment and satisfaction in full of all of the Loans and all other Obligations (other than inchoate indemnification obligationscontingent indemnity obligations to the extent no claim has been asserted) at payable under this Agreement and under the other Credit Documents; (ii) constituting property of the Loan Parties which is sold, transferred or otherwise disposed of in connection with any time arising transaction not prohibited by this Agreement or the Credit Documents; (iii) constituting property leased to the Loan Parties under an operating lease which has expired or been terminated in respect of a transaction not prohibited by this Agreement or the Credit Documents or which will concurrently expire and which has not been and is not intended by the transactions contemplated hereby Loan Parties to be, renewed or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), extended; (iv) consisting of an instrument, if approved, authorized the Indebtedness evidenced thereby has been paid in full; or ratified in writing (v) if approved or consented to by the Required Lenders (or all those of the Lenders hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents8.04. Upon request by the Collateral Agent or the Administrative Agent at any timeAgent, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral (and the Administrative Agent’s authority to direct the Collateral Agent to so release particular types or items of Collateral) pursuant to this Section 11.107.07. (c) The Collateral Agent Unless all the Lenders otherwise consent in writing, any and all cash collateral for the Obligations shall have no obligation whatsoever be released to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared forBorrower, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto extent not applied to the Obligations, only if (i) the Revolving Loan Commitments have been properly or sufficiently or lawfully createdterminated (ii) all Obligations have been paid in full and are no longer outstanding, perfectedincluding, protected or enforced or are entitled to without limitation, any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)L/C Obligations but not including contingent indemnification obligations.

Collateral Matters. (a) Each Lender authorizes and directs the Administrative Agent, the Canadian Agent, the Collateral Agent, the Canadian Collateral Agent and the Co-Collateral Agent to enter into (x) the Security Documents and the Intercreditor Agreement for the benefit of the Lenders and the other Secured CreditorsParties, (y) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the Intercreditor Agreement or enter into a separate intercreditor agreement in connection with the incurrence by any Loan Party or any Subsidiary thereof of Incremental Indebtedness (each, an “Intercreditor Agreement Supplement”) to permit such Incremental Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the relevant Loan Party or Subsidiary, to the extent such priority is permitted by the Loan Documents) and (z) any Incremental Commitment Amendment or Extension Amendment as provided in Section 2.10 or 2.11, respectively. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Collateral Agent, the Administrative Agent, the Canadian Agent, the Canadian Collateral Agent, the Co-Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement Agreement, the Security Documents or the Security DocumentsIntercreditor Agreement (as amended by any Intercreditor Agreement Supplement), and the exercise by the Agents or the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is and the Canadian Collateral Agent are hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Defaulttime, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. Except for any joinders with respect to additional facilities or as otherwise required or contemplated by the terms thereof, the Collateral Agent shall not enter into amendments, amendments and restatements, restatements or waivers of supplements to or other modifications to the Intercreditor Agreement or any intercreditor agreements without the consent of the Co-Collateral Agent, such consent not to be unreasonably withheld or delayed. The Collateral Agent or the Canadian Collateral Agent, as the case may be, may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of any guarantee by any Subsidiary (including extensions beyond the Closing Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Closing Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Security Documents. (b) The Lenders hereby authorize the Administrative Agent, the Collateral Agent, the Canadian Agent, the Canadian Collateral Agent and the Co-Collateral Agent, as applicable, in each case at its option and in its discretion, discretion (A) to release any Lien granted to or held by the Collateral such Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiariesa Loan Party) upon the sale or other disposition thereof in compliance with Section 9.028.6, (iii) subject to a Permitted Lien constituting property being sold pursuant to Sections 9.01(viii)an agreement in effect on the date of this Agreement with respect to real property located in Hapeville, (x) Georgia and (xii)Norfolk, Virginia, (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereundersuch greater amount, to the extent required by Section 12.12(a)), 11.1) (v) constituting Term Priority Collateral upon the Discharge of Term Collateral Obligations (as defined in connection with the release of Collateral provided in Section 8.15 Intercreditor Agreement) or (vi) as otherwise may be expressly provided in the relevant Security DocumentsDocuments and (B) to subordinate any Lien on any Excluded Assets or any other property granted to or held by such Agent, as the case may be under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.3. Upon request by the Administrative Agent, the Collateral Agent, the Canadian Agent or the Canadian Collateral Agent, at any time, the Lenders will confirm in writing the Collateral such Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.1010.9. If the Term Priority Collateral has been released pursuant to Section 10.9(b)(iv) upon or after the Discharge of Term Collateral Obligations, and any Indebtedness is subsequently incurred by the Parent Borrower or any Restricted Subsidiary which Indebtedness is or is to be secured by a material portion of the Term Priority Collateral and a material portion of the ABL Priority Collateral with the same relative priority to the Obligations hereunder as existed prior to such Discharge of Term Collateral Obligations, the Borrowers agree to promptly provide the Collateral Agent, for the benefit of the Secured Parties, with a Lien over such Term Priority Collateral substantially similar to the Lien previously granted under the Security Documents and released pursuant to Section 10.9(b)(iv) and agree to promptly cause the lenders or holders of such Indebtedness (or the relevant agent therefor, as applicable) to enter into the Intercreditor Agreement or another intercreditor agreement in form and substance reasonably satisfactory to the Parent Borrower, the Administrative Agent and the Co-Collateral Agent. (c) The Lenders hereby authorize the Administrative Agent, the Canadian Agent, the Collateral Agent, the Canadian Collateral Agent and the Co-Collateral Agent as the case may be, in each case at its option and in its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by Section 11.22. Upon request by any Agent, at any time, the Lenders will confirm in writing any Agent’s authority under this Section 10.9(c). (d) No Agent shall have no any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Holdings or any Credit Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Agents in this Section 11.10 10.9 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral each Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral such Agent’s own interest in the Collateral as one of the Lenders Lender and that the Collateral no Agent shall have no any duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct misconduct. (e) Notwithstanding any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated, waived, supplemented or modified as determined contemplated by Section 11.22 with the written consent of the Agent party thereto and the Loan Party thereto. (f) The Collateral Agent may, and hereby does, appoint the Administrative Agent, the Canadian Agent and the Co-Collateral as its agent for the purposes of holding any Collateral and/or perfecting such Collateral Agent’s security interest therein and for the purpose of taking such other action with respect to the collateral as such Agents may from time to time agree. The Canadian Collateral Agent may, and hereby does, appoint the Canadian Agent and the Co-Collateral Agent as its agent for the purposes of holding any Collateral and/or perfecting the Canadian Collateral Agent’s security interest therein and for the purpose of taking such other action with respect to the Collateral as such Agents may from time to time agree. (g) The Administrative Agent, the Canadian Agent, the Collateral Agent, the Canadian Collateral Agent and the Co-Collateral Agent each hereby agree that to the extent such Agent receives any notice from the Loan Parties hereunder, such Agent shall promptly deliver a court of competent jurisdiction copy to each other Agent hereunder in a final accordance with Section 11.2 hereunder, and non-appealable decision)the Borrowers hereby authorize such delivery.

Collateral Matters. (a) Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Collateral Agent to enter into take the Security Documents for actions to be taken by them as set forth in Section 10.24. In each case as specified in this Section 9.12, the benefit applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and Section 10.24. Upon request by the Administrative Agent at any time, the Lenders and will confirm in writing the other Secured CreditorsCollateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12; provided that such confirmation shall not delay the effectiveness of any release of Collateral made pursuant to Section 10.25. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 9.12, Section 10.24 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs The Lenders irrevocably authorize Administrative Agent or the Collateral Agent to enter into the Security Documents for the benefit of the Lenders Agent, as applicable, at their option and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenderstheir discretion, without the necessity of any notice to or further consent from the Secured Parties: (i) to release any LenderLien on any property granted to or held by the Collateral Agent under any Security Document (A) upon termination of the Commitments and payment in full of all Obligations (other than contingent indemnifications obligations), from time (B) that is sold or to time prior be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, as contemplated by Section 9.17 or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; *Information marked with an Event of Default, asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment. (ii) to take any action actions with respect to any Collateral or Security Documents which may be necessary or desirable to perfect and maintain perfected the security interest Acceptable Security Interests in and liens Liens upon the Collateral granted pursuant to the Security DocumentsDocuments or for the preservation or protection of Collateral; and (iii) to take any action in exigent circumstances as may be reasonably necessary or desirable to preserve any rights or privileges of the Secured Parties under the Loan Documents or applicable Legal Requirements. (b) The Lenders hereby authorize Upon the request of the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.108.9. (c) The Borrower hereby irrevocably appoints each Agent as the Borrower’s attorney-in-fact, with full authority to, after the occurrence and continuance of an Event of Default, act for the Borrower and in the name of the Borrower to, in such Agent’s discretion upon the occurrence and during the continuance of an Event of Default, (i) file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Borrower where permitted by law, (ii) to receive, endorse, and collect any drafts or other instruments, documents, and chattel paper which are part of the Collateral, (iii) to ask, demand, collect, s▇▇ for, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral, (iv) to file any claims or take any action or institute any proceedings which such Agent may reasonably deem necessary for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral and (v) if the Borrower fails to perform any covenant contained in this Agreement or the other Security Documents after the expiration of any applicable grace periods, either Agent may itself perform, or cause performance of, such covenant, and the Borrower shall pay for the expenses of the Agents incurred in connection therewith in accordance with Section 9.4. The power of attorney granted hereby is coupled with an interest and is irrevocable. (d) The powers conferred on the Agents under this Agreement and the other Security Documents are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Beyond the safe custody thereof, each Agent and each Lender shall have no obligation whatsoever to the Lenders or duty with respect to any Collateral in its possession or control (or in the possession or control of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other Person rights pertaining thereto. Each Agent shall be deemed to assure that have exercised reasonable care in the custody and preservation of the Collateral exists or in its possession if the Collateral is owned by any Credit Party or is cared for, protected or insured or accorded treatment substantially equal to that the Liens granted to which the Collateral Agent herein accords its own property. Neither Agent nor any Lender shall be liable or pursuant hereto have been properly responsible for any loss or sufficiently or lawfully created, perfected, protected or enforced or are entitled damage to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or for any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest diminution in the Collateral as one value thereof, by reason of the Lenders act or omission of any warehouseman, carrier, forwarding agency, consignee, broker or other agent or bailee selected by the Borrower or selected by any Agent in good faith. *Information marked with an asterisk herein has been omitted and that filed separately with the Collateral Agent shall have no duty or liability whatsoever Commission pursuant to the Lenders, except a request for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)confidential treatment.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to (1) release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan Holdings and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.0211.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v14.12) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security Documents, and (2) release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Subsidiary Guarantor as a result of a transaction permitted under the Credit Documents or is otherwise permitted to be released from the applicable Guaranty pursuant to the Credit Documents. Upon request by the Administrative any Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral or Guarantors from its obligations under the Subsidiaries Guaranty pursuant to this Section 11.1013.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 13.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. Subject to the provisions of this Agreement, the Applicable Intercreditor Agreements and the other relevant Loan Documents, the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (a) Each Lender authorizes and directs including the delivery to the Collateral Agent of any Pledged Debt and any Pledged Equity required to enter into be delivered to the Security Documents Collateral Agent pursuant to the applicable Collateral Documents), are effective to create in favor of the Collateral Agent, for the benefit of the Lenders Secured Parties, legal, valid and enforceable (x) first priority Liens (subject to Liens permitted by Section 6.06) on all right, title and interest of the respective Loan Parties in the TL Priority Collateral described therein and (y) second priority Liens (subject to Liens permitted by Section 6.06) on all right, title and interest of the respective Loan Parties in the ABL Priority Collateral described therein. Notwithstanding anything herein (including this Section 4.18) or in any other Secured Creditors. Each Lender hereby agreesLoan Document to the contrary, and each holder neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions pledge of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant any Equity Interests of any Foreign Subsidiary under foreign Law, or as to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option rights and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination remedies of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in or any manner it may deem appropriateLender with respect thereto, in its sole discretionunder foreign Law, given (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral Agent’s own and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 5.11 or 3.01(a), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decisionextent not required on the Closing Date pursuant to Section 3.01(a).

Collateral Matters. (a) Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to enter into take the Security Documents for the benefit of the Lenders actions to be taken by them as set forth in Sections 7.04 and the other Secured Creditors10.24. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Defaulttime, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. 9.12. In each case as specified in this Section 9.12, Section 7.04 and Section 10.24, the applicable Agent will (c) and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, this Section 9.12, Section 7.04 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 9.12, Section 7.04, Section 10.24 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary or desirable to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments Total Commitment and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan the Borrower and its Subsidiariesthe Subsidiary Guarantors) upon the sale or other disposition thereof in compliance with Section 9.028.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v11.12) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.1010.10. (c) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Subsidiary Guarantor from its obligations under the Guaranty and Collateral Agreement if expressly provided for by the terms of this Agreement. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 10.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Administrative Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured Creditorssuch Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.1, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, Lender from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders Each Lender hereby authorize the Collateral irrevocably authorizes Administrative Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by the Collateral Administrative Agent upon under any Collateral Loan Document (i) upon termination of the Aggregate Commitments and payment and satisfaction in full of all of the Obligations (other than inchoate contingent indemnification obligations) at any time arising under and the expiration or in respect termination of this Agreement or the Credit Documents or the transactions contemplated hereby or therebyall Letters of Credit, (ii) constituting property being that is sold or otherwise disposed to be sold as part of (to Persons or in connection with any sale permitted hereunder or under any other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02Loan Document, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii)Section 10.1, (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders Lenders, or (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (viv) in connection with the release any foreclosure sale or other disposition of Collateral provided in Section 8.15 after the occurrence of an Event of Default; (ii) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document; and (viiii) as otherwise may be expressly provided in to execute, deliver and perform its obligations under the relevant Security DocumentsIntercreditor Agreement. Upon request by the Administrative Agent at any time, the Lenders each Lender will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 11.109.12. (c) The Collateral Subject to (b) above, Administrative Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Administrative Agent for the benefit of Administrative Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Administrative Agent shall not be required to execute any such document on terms which, in Administrative Agent’s opinion, would expose Administrative Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) Administrative Agent shall have no obligation whatsoever to the Lenders any Lender or to any other Person to assure that the Collateral exists or is owned by Borrower or any Credit other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Administrative Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Administrative Agent in this Section 11.10 9.12 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Administrative Agent shall have no duty or liability whatsoever to Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ security interest in assets which, except for its gross negligence in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Administrative Agent) obtain possession of any such Collateral, such Lender shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request shall deliver such Collateral to Administrative Agent or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)accordance with Administrative Agent’s instructions.

Collateral Matters. (a) Each Lender hereby, irrevocably authorizes and directs the Collateral Agent Agent: (i) to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, Person; (ii) without the necessity of any notice to or further consent from any Lender, such Person from time to time prior to an Event of Default, to take any action with respect to the Collateral Documents, any Collateral or Security any other property the subject of any Collateral Documents which that may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral collateral granted pursuant to the Security Loan Documents. ; (biii) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral Loan Document: (iA) upon termination of the aggregate Commitments and payment and satisfaction of when all of the Obligations have been paid in full (other than inchoate unasserted contingent indemnification obligations) at obligations and any time arising under or in respect other obligations which, by their terms, are to survive the termination of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, Agreement); (iiB) constituting property being that is sold or otherwise disposed of to be sold as permitted hereunder or under any other Loan Document; (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iiiC) subject to a Permitted Lien pursuant to Sections 9.01(viii)Section 12.7, (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders Lenders; or (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (vD) in connection with any commercially reasonable foreclosure sale or other commercially reasonable disposition of any property after the release occurrence of Collateral provided in Section 8.15 an Event of Default; and (iv) to subordinate any Lien on any property granted to or (vi) as otherwise may be expressly provided in held by Agent under any Loan Document to the relevant Security Documentsholder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, the Lenders each Lender will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral property pursuant to this Section 11.1013.11. (b) Subject to Section 13.11(a)(iii) and Section 13.11(a)(iv), Agent shall (and is hereby irrevocably authorized by each Lender to) execute such documents as may be necessary to evidence the release or subordination of Liens granted to Agent herein or pursuant hereto upon the applicable property; provided that: (i) Agent shall not be required to execute any such document on terms that, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty; and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the collateral. In the event of any sale or transfer of collateral, or any foreclosure with respect to any collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders any Lender or to any other Person to assure that the Collateral any collateral exists or is owned by Borrower or any Credit other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 13.11 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateralany collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral any collateral as one of the Lenders and that Lenders. (d) Each Lender hereby appoints each other such Person as agent for the Collateral Agent shall have no duty purpose of perfecting Agent’s or liability whatsoever to the Lenderssuch Person’s security interest in assets that, except for its gross negligence in accordance with Section 9 or willful misconduct Division 9 (as determined applicable) of the UCC, can be perfected only by a court possession. Should any such Person (other than Agent) obtain possession of competent jurisdiction any such collateral, such Person shall notify Agent thereof, and, promptly upon Agent’s request therefor, shall deliver such collateral to Agent or in a final and non-appealable decision)accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to (i) release any Lien granted to or held by the Collateral Agent upon any Collateral (iA) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (iiB) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiariesa Credit Party) upon the sale or other disposition thereof in compliance with Section 9.0210.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (ivC) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)13.12), (vD) in connection with the owned by a Subsidiary Guarantor upon release of Collateral provided in Section 8.15 such Guarantor from its obligations under its Guaranty pursuant to clause (iii) below or (viE) as otherwise may be expressly provided in the relevant Security Documents, (ii) at the request of the U.S. Borrower, to subordinate any Lien on any property granted to or held by the Collateral Agent or Administrative Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 10.01 but only to the extent Section 10.01 permits such Lien to be prior to the Liens held by the Collateral Agent and the Administrative Agent under the Credit Documents and (iii) to release any Subsidiary Guarantor from its obligations under any Credit Document to which it is a party if such Person ceases to be a Restricted Subsidiary constituting a Guarantor as a result of a transaction or designation permitted hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral or guarantees pursuant to this Section 11.1012.11. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by either Borrower or any Credit Party of its Restricted Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 12.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) For greater certainty, and without limiting the powers of the Collateral Agent hereunder or under any of the other Credit Documents, the Borrowers hereby acknowledge that the Collateral Agent shall, for purposes of holding any security granted by any Credit Party on property pursuant to the laws of the Province of Quebec to secure obligations of any Credit Party under any bond or debenture (the Quebec Secured Obligations), be the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future holders of any bond or debenture. Each Lender, for itself and for all present and future affiliates that are or may become a Lender, hereby irrevocably constitutes, to the extent necessary, the Collateral Agent as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by each Credit Party in the Province of Quebec to secure the Quebec Secured Obligations. Each assignee (for itself and for all present and future affiliates) of a Lender shall be deemed to have confirmed and ratified the constitution of the Collateral Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) by execution of the relevant Assignment and Assumption Agreement or other relevant documentation. The substitution or replacement of the Administrative Agent pursuant to Section 12.10 shall also constitute the substitution or replacement of the fondé de pouvoir. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons (Quebec), the Collateral Agent may acquire and be the holder of any bond or debenture. The Borrowers hereby acknowledge that such bond or debenture constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec. The fondé de pouvoir shall (a) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted hereunder, all rights and remedies given to the fondé de pouvoir pursuant to any hypothec, bond, pledge, applicable law or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Collateral Agent, mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to an indemnification by the Lender, and (c) be entitled to delegate from time to time any of its powers or duties under any hypothec, bond, or pledge on such terms and conditions as it may determine from time to time.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to to, or during, an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral Credit Document (i) upon termination of the all Commitments and payment and satisfaction of all in full of the Obligations (other than inchoate contingent indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being that is sold or otherwise disposed of (to Persons other than Silgan the Parent Guarantor and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.028.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii)in connection with any Flag Jurisdiction Transfer, (x) provided that the requirements thereof are satisfied by the relevant Credit Party, and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), 11.13) or (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of Collateral pursuant to this Section 11.1010.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 10.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (i) The Other Creditors shall not have any right whatsoever to do any of the following: (A) exercise any rights or remedies with respect to the Collateral or to direct any Agent to do the same, including, without limitation, the right to (1) enforce any Liens or sell or otherwise foreclose on any portion of the Collateral, (2) request any action, institute any proceedings, exercise any voting rights, give any instructions, make any election or make collections with respect to all or any portion of the Collateral or (3) release any Credit Party under any Credit Document or release any Collateral from the Liens of any Security Document or consent to or otherwise approve any such release; (B) demand, accept or obtain any Lien on any Collateral (except for Liens arising under, and subject to the terms of, the Credit Documents); (C) vote in any case concerning any Credit Party under the Bankruptcy Code or any other proceeding under any reorganization, arrangement, adjudication of debt, relief of debtors, dissolution, insolvency, liquidation or similar proceeding in respect of the Credit Parties or any of their respective Subsidiaries (any such proceeding, for purposes of this clause (d)(i)(C), a “Bankruptcy Proceeding”) with respect to, or take any other actions concerning the Collateral; (D) receive any proceeds from any sale, transfer or other disposition of any of the Collateral (except in accordance with this Agreement); (E) oppose any sale, transfer or other disposition of the Collateral; (F) object to any debtor-in-possession financing in any Bankruptcy Proceeding which is provided by one or more Lenders among others (including on a priming basis under Section 364(d) of the Bankruptcy Code); (G) object to the use of cash collateral in respect of the Collateral in any Bankruptcy Proceeding; or (H) seek, or object to the Lenders or any Agent seeking on an equal and ratable basis, any adequate protection or relief from the automatic stay with respect to the Collateral in any Bankruptcy Proceeding. (ii) Each Other Creditor, by its acceptance of the benefits of this Agreement and the other Credit Documents, agrees that in exercising rights and remedies with respect to the Collateral, the Agents and the Lenders, with the consent of the Agents, may enforce the provisions of the Credit Documents and exercise remedies thereunder (or refrain from enforcing rights and exercising remedies), all in such order and in such manner as they may determine in the exercise of their sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to collect, sell, dispose of or otherwise realize upon all or any part of the Collateral, to incur expenses in connection with such collection, sale, disposition or other realization and to exercise all the rights and remedies of a secured lender under the UCC. The Other Creditors by their acceptance of the benefits of this Agreement and the other Credit Documents hereby agree not to contest or otherwise challenge any such collection, sale, disposition or other realization of or upon all or any of the Collateral. Whether or not a Bankruptcy Proceeding has been commenced, the Other Creditors shall be deemed to have consented to any sale or other disposition of any property, business or assets of the Credit Parties and the release of any or all of the Collateral from the Liens of any Security Document in connection therewith. (iii) To the maximum extent permitted by law, each Other Creditor waives any claim it might have against the Agents or the Lenders with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of any Agent or the Lenders or their respective directors, officers, employees or agents with respect to any exercise of rights or remedies under the Credit Documents or any transaction relating to the Collateral (including, without limitation, any such exercise described in Section 10(d)(ii)), except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person. To the maximum extent permitted by applicable law, none of either Agent or any Lender or any of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Parent Guarantor, any Subsidiary of the Parent Guarantor, any Other Creditor or any other Person or to take any other action or forbear from doing so whatsoever with regard to the Collateral or any part thereof, except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person.

Collateral Matters. (a) Each Lender (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably authorizes and directs the Collateral Administrative Agent to enter into the Security Collateral Documents for the benefit of the Lenders such Lender and the other Secured CreditorsL/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.01, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the LendersL/C Issuer. The Collateral Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the LendersL/C Issuer, without the necessity of any notice to or further consent from any Lender, Lender or the L/C Issuer from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders Each Lender and the L/C Issuer hereby irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by the Collateral Administrative Agent upon under any Collateral Loan Document (iA) upon termination of the Aggregate Commitments and payment and satisfaction in full of all of the Obligations (other than inchoate (1) contingent indemnification obligationsobligations and (2) at any time arising obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit, (B) that is sold or to be sold as part of or in respect of this Agreement connection with any sale permitted hereunder or the Credit Documents or the transactions contemplated hereby or therebyunder any other Loan Document, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iiiC) subject to a Permitted Lien pursuant to Sections 9.01(viii)Section 10.01, (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders Lenders, or (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (vD) in connection with the release any foreclosure sale or other disposition of Collateral provided in Section 8.15 after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or (vi) as otherwise may be expressly provided in held by Administrative Agent under any Loan Document to the relevant Security Documentsholder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, each Lender and the Lenders L/C Issuer will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 11.109.11. (c) The Collateral Subject to subsection (b) above, Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Administrative Agent for the benefit of Administrative Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Administrative Agent shall not be required to execute any such document on terms which, in Administrative Agent’s opinion, would expose Administrative Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) Administrative Agent shall have no obligation whatsoever to any Lender, the Lenders L/C Issuer or to any other Person to assure that the Collateral exists or is owned by Borrower or any Credit other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Administrative Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Administrative Agent in this Section 11.10 9.11 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Administrative Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as Administrative Agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, except for its gross negligence in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or willful misconduct the L/C Issuer (as determined by a court other than Administrative Agent) obtain possession of competent jurisdiction any such Collateral, such Lender or the L/C Issuer shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request therefor shall deliver such Collateral to Administrative Agent or in a final and non-appealable decision)accordance with Administrative Agent’s instructions.

Collateral Matters. (a) Each Lender authorizes The Borrower shall, and directs shall cause each Subsidiary to, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, any and all acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments, and do such further acts, as the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are may reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, request from time to time prior in order: (a) to an Event ensure that (i) the obligations of Defaultthe Borrower hereunder and under the other Financing Agreements (as defined in the Intercreditor Agreement) are secured by substantially all assets of the Borrower, subject to take the exceptions set forth in Exhibit A-3 and guaranteed, pursuant to the Subsidiaries Guaranty, by all Subsidiaries (including, promptly upon the acquisition or creation thereof, any action with respect to any Collateral Subsidiary created or Security Documents which may be necessary acquired after the Effective Date), and (ii) the obligations of each Subsidiary under the Subsidiaries Guaranty are secured by substantially all of the assets of such Subsidiary, and (b) to perfect and maintain perfected the security interest in validity, effectiveness and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination priority of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or in any of the Security DocumentsDocuments and the Liens intended to be created thereby, it being understood subject to the exceptions set forth in Exhibit A-3. Without limiting the generality of the foregoing, the Borrower shall, and agreed that shall cause each Subsidiary to, take the actions in respect of Collateral set forth on Exhibit A-3 within the Collateraltimes set forth therein. Contemporaneously with the execution and delivery of any document referred to above, or any actthe Borrower shall, omission or event related theretoand shall cause each Subsidiary to, deliver all resolutions, opinions and corporate documents as the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given reasonably request to confirm the Collateral Agent’s own interest in enforceability of such document and the Collateral as one perfection of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenderssecurity interest created thereby, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)if applicable.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured CreditorsParties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.0210.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v13.12) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.1012.09. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 12.09 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its sole discretion, to release any Agent’s Lien granted to or held by the Collateral Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrowers of all Loans and reimbursement obligations in respect of Letters of Credit and related credit support, and the termination or cash collateralization of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations (other than inchoate in indemnification obligations) at any time arising under or and other contingent obligations for which no amount is due and owing and with respect to which no claim has been made), all in respect accordance with the provisions of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, Paragraph 3.2; (ii) constituting property being sold or otherwise disposed of (if Borrowers certify to Persons other than Silgan and its Subsidiaries) upon Agent that the sale or other disposition thereof is made in compliance with Section 9.02this Agreement (and Agent may rely conclusively on any such certificate, without further inquiry); (iii) subject to a Permitted constituting property in which Borrowers owned no interest at the time the Lien pursuant to Sections 9.01(viii), (x) and (xii), was granted or at any time thereafter; or (iv) if approvedconstituting property leased to Borrowers under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above or in Section 13.21, authorized or ratified in writing by the Required Lenders (or all Agent will not release any of the Lenders hereunder, to Agent’s Liens without the extent required by Section 12.12(a)), (v) in connection with the release prior written authorization of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security DocumentsLenders. Upon request by the Administrative Agent or Borrowers at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Agent’s Liens upon particular types or items of Collateral pursuant to this Section 11.10Paragraph 12.10. (b) Upon receipt by Agent of any authorization required pursuant to subparagraph 12.10(a) from Lenders of Agent’s authority to release any Agent’s Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by Borrowers, Agent shall (and is hereby irrevocably authorized by Lenders to) execute such documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral; provided, however, that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrowers in respect of) all interests retained by Borrowers, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party Borrowers or is cared for, protected or insured or has been encumbered, or that the Agent’s Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or in pursuant to any of the Security Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, discretion given the Collateral Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)foregoing.

Collateral Matters. (a) Each Lender Bank authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured CreditorsBanks. Each Lender Bank hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders Banks in accordance with the provisions of this Agreement Agreement, or by the Security Required Secured Creditors under the Collateral Documents, and the exercise by the Required Lenders Banks or Required Secured Creditors, as the case may be, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersBanks. The Collateral Agent is hereby authorized on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of DefaultBank, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders Banks hereby authorize the Collateral Agent, at its option and in its discretion, upon the direction of the Agent to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (upon receipt of the proceeds of such sale by the Collateral Agent if the Borrower certifies to Persons other than Silgan and its Subsidiaries) upon the Collateral Agent that the sale or other disposition thereof is made in compliance with Section 9.02this Agreement and the Existing Credit Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry) or (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (Banks or Required Secured Creditors, as the case may be, unless such release is required to be approved by all of the Lenders Banks hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 11.1010.10. (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement and the Existing Credit Agreement, or consented to in writing by the Required Banks or Required Secured Creditors, as the case may be, or all of the Banks, as applicable, and upon at least five (5) Business Days' prior written request by the Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Banks to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Banks herein or pursuant hereto upon the Collateral that was sold or transferred; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse, representation or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any of its Subsidiaries in respect of) all interests retained by the Borrower or any of its Subsidiaries, including, without limitation, the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all of the Expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders Banks or to any other Person to assure that the Collateral exists or is owned by the Borrower or any Credit Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 10.10 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s 's own interest in the Collateral as one of the Lenders Banks and that the Collateral Agent shall have no duty or liability whatsoever to the LendersBanks, except for its gross negligence or willful misconduct misconduct. (e) It is acknowledged and agreed by all the Banks that (i) the priorities with respect to the Collateral are as determined by a court set forth in the Collateral Documents and are expressly subject to the provisions of competent jurisdiction in a final Section 11 hereof and non-appealable decision)(ii) to the extent the provisions of the Collateral Documents are inconsistent with any of the provisions of this Section 10, the provisions of the respective Collateral Document shall prevail.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to or during an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral Credit Document (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being that is sold or otherwise disposed of (to Persons other than Silgan the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.028.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v11.13) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Facility Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.1010.11. (c) The Lenders hereby agree to, and direct the Facility Agent and the Collateral Agent to, automatically release any Subsidiary Guarantor from the Subsidiaries Guaranty (i) upon payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is wound up, liquidated, dissolved, merged consolidated or amalgamated in compliance with Section 8.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 11.13) or (iv) as otherwise may be expressly provided in the Subsidiaries Guaranty. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 10.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (i) The Other Creditors shall not have any right whatsoever to do any of the following: (A) exercise any rights or remedies with respect to the Collateral or to direct any Agent to do the same, including, without limitation, the right to (1) enforce any Liens or sell or otherwise foreclose on any portion of the Collateral, (2) request any action, institute any proceedings, exercise any voting rights, give any instructions, make any election or make collections with respect to all or any portion of the Collateral or (3) release any Credit Party under any Credit Document or release any Collateral from the Liens of any Security Document or consent to or otherwise approve any such release; (B) demand, accept or obtain any Lien on any Collateral (except for Liens arising under, and subject to the terms of, the Credit Documents); (C) vote in any case concerning any Credit Party under the Bankruptcy Code or any other proceeding under any reorganization, arrangement, adjudication of debt, relief of debtors, dissolution, insolvency, liquidation or similar proceeding in respect of the Credit Parties or any of their respective Subsidiaries (any such proceeding, for purposes of this clause (e)(i), a “Bankruptcy Proceeding”) with respect to, or take any other actions concerning the Collateral; (D) receive any proceeds from any sale, transfer or other disposition of any of the Collateral (except in accordance with this Agreement); (E) oppose any sale, transfer or other disposition of the Collateral; (F) object to any debtor-in-possession financing in any Bankruptcy Proceeding which is provided by one or more Lenders among others (including on a priming basis under Section 364(d) of the Bankruptcy Code); (G) object to the use of cash collateral in respect of the Collateral in any Bankruptcy Proceeding; or (H) seek, or object to the Lenders or any Agent seeking on an equal and ratable basis, any adequate protection or relief from the automatic stay with respect to the Collateral in any Bankruptcy Proceeding. (ii) Each Other Creditor, by its acceptance of the benefits of this Agreement and the other Credit Documents, agrees that in exercising rights and remedies with respect to the Collateral, the Agents and the Lenders, with the consent of the Agents, may enforce the provisions of the Credit Documents and exercise remedies thereunder (or refrain from enforcing rights and exercising remedies), all in such order and in such manner as they may determine in the exercise of their sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to collect, sell, dispose of or otherwise realize upon all or any part of the Collateral, to incur expenses in connection with such collection, sale, disposition or other realization and to exercise all the rights and remedies of a secured lender under the UCC. The Other Creditors by their acceptance of the benefits of this Agreement and the other Credit Documents hereby agree not to contest or otherwise challenge any such collection, sale, disposition or other realization of or upon all or any of the Collateral. Whether or not a Bankruptcy Proceeding has been commenced, the Other Creditors shall be deemed to have consented to any sale or other disposition of any property, business or assets of the Credit Parties and the release of any or all of the Collateral from the Liens of any Security Document in connection therewith. (iii) To the maximum extent permitted by law, each Other Creditor waives any claim it might have against the Agents or the Lenders with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of any Agent or the Lenders or their respective directors, officers, employees or agents with respect to any exercise of rights or remedies under the Credit Documents or any transaction relating to the Collateral (including, without limitation, any such exercise described in Section 10.11(e)(ii)), except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person. To the maximum extent permitted by applicable law, none of either Agent or any Lender or any of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of Parent, any Subsidiary of Parent, any Other Creditor or any other Person or to take any other action or forbear from doing so whatsoever with regard to the Collateral or any part thereof, except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person.

Collateral Matters. The Agent shall have received: (ai) Each Lender authorizes searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and directs each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent to enter into Agent's security interest in the Security Documents for the benefit Collateral, copies of the Lenders financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the other Secured Creditors. Each Lender hereby agreesAgent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; (iii) searches of ownership of intellectual property in the appropriate governmental offices and each holder of any Note such patent/trademark/copyright filings as requested by the acceptance thereof will be deemed Agent in order to agree, that, except as otherwise set forth herein, any action taken by perfect the Required Lenders Collateral Agent's security interest in accordance with the provisions of this Agreement or Collateral; (iv) all instruments and chattel paper in the Security Documents, and the exercise by the Required Lenders possession of the powers set forth herein or thereinCredit Parties, together with such other powers allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement; (v) duly executed consents as are reasonably incidental theretonecessary, shall be authorized and binding upon all of in the Lenders. The Agent's sole discretion, to perfect the Collateral Agent is hereby authorized Agent's security interest in the Collateral; and (vi) satisfactory evidence that (A) the Collateral Agent, on behalf of all of the Lenders, without the necessity holds a perfected Lien on all Collateral and (B) none of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) is subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)other than Permitted Liens.

Collateral Matters. (ai) The Administrative Agent and the FILO B Documentation Agent shall have received a duly completed Perfection Certificate, dated as of the Closing Date, together with all attachments contemplated thereby. (ii) The Administrative Agent and the FILO B Documentation Agent shall have received the results of customary lien searches with respect to each Loan Party in the jurisdiction in which such Loan Party is organized or incorporated and with respect to such other locations and names of such Loan Party listed on the Perfections Certificate, together with copies of the financing statements (or similar documents) disclosed by such searches, and the Administrative Agent and the FILO B Documentation Agent shall have received evidence reasonably satisfactory to the Administrative Agent and the FILO B Documentation Agent that the Liens indicated by such financing statements (or similar documents) are either permitted by Section 6.02 or have been released (or authorized for release in a manner reasonably satisfactory to the Administrative Agent). (iii) Each Lender authorizes and directs the Collateral Agent to enter into document (including any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Creditors. Each Lender hereby agreesParties, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized a perfected Lien on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option described therein prior and superior in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or right to any other Person (other than with respect to assure that the Collateral exists or is owned Liens expressly permitted by any Credit Party or is cared for, protected or insured or that Section 6.02 to be prior to the Liens granted to of the Administrative Agent in the applicable Collateral Agent herein or pursuant hereto (including Liens on Term Loan Priority Collateral securing the Term Loan Obligations permitted under Section 6.02(b)(iii)), shall have been properly filed, registered or sufficiently recorded or lawfully createdimmediately upon the effectiveness of this Agreement will be filed, perfected, protected registered or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of recorded by the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan Parent and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.028.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v11.12) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.1010.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 10.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments Total Commitment and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v12.12) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.028.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii8.01(viii), (xix) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), ) or (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender Secured Party hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents Agreement and any related documents for the benefit of such Secured Party. Collateral Agent is hereby authorized (but not obligated) on behalf of all of Secured Parties, without the Lenders necessity of any notice to or further consent from any Secured Parties from time to time prior to an Event of Default, to take any action with respect to any Collateral or related documents which may be necessary to perfect and maintain perfected the other Secured Creditorsliens upon the Collateral granted pursuant to the Loan Documents. Each Lender Secured Party hereby agrees, and each holder of any Senior Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, that any action taken by the Required Lenders Majority in Interest, in accordance with the provisions of this Agreement or the Security DocumentsAgreement, and the exercise by the Required Lenders Majority in Interest of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersSecured Parties. The Collateral Agent is Each Secured Party hereby authorized agrees, and each holder of any Senior Note by the acceptance thereof will be deemed to agree, that only a Majority in Interest shall have the right, but not the obligation, to undertake the following actions: (i) if an event of Default occurs, after the applicable cure period, if any, a Majority in Interest may, on behalf of all Secured Parties, instruct the Collateral Agent to provide to Grantor notice to cure such default and/or declare the unpaid principal amount of the LendersSenior Notes to be due and payable, without together with any and all accrued interest thereon and all costs payable pursuant to such Senior Notes; (ii) upon the necessity occurrence of any Event of Default after the applicable cure period, if any, a Majority in Interest may instruct the Collateral Agent to proceed to protect, exercise and enforce, on behalf of all the Secured Parties, their rights and remedies under the Loan Documents, and such other rights and remedies as are provided by law or equity; (iii) a Majority in Interest may instruct the Collateral Agent to waive any Event of Default by written notice to or further consent from any LenderGrantor, from time to time prior to an Event of Default, and the other Secured Parties; and (iv) a Majority in Interest may instruct the Collateral Agent to take any action with respect to any Collateral or Security Documents which that it may be necessary to perfect and maintain perfected the security interest in and liens upon take under this Agreement by instructing the Collateral granted pursuant Agent in writing to take such action on behalf of all the Security DocumentsSecured Parties. (b) The Lenders Each Secured Party hereby authorize the irrevocably authorizes Collateral Agent, at its option and in its discretion, , (i) to release any Lien lien on any property granted to or held by the Collateral Agent upon under any Collateral Loan Document (iA) upon termination of or the Commitments and payment and satisfaction in full of all Loans, (B) that is sold or to be sold as part of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement connection with any sale permitted hereunder or the Credit Documents or the transactions contemplated hereby or therebyunder any other Loan Document, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (ivC) if approved, authorized or ratified in writing by the Required Lenders Majority in Interest, or (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (vD) in connection with the release any foreclosure sale or other disposition of Collateral provided in Section 8.15 after the occurrence of an Event of Default; and (ii) to subordinate any lien on any property granted to or (vi) as otherwise may be expressly provided in held by Collateral Agent under any Loan Document to the relevant holder of any lien on such property that is permitted by this Security DocumentsAgreement or any other Loan Document. Upon request by the Administrative Collateral Agent at any time, the Lenders each Secured Party will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 11.10section. (c) The Subject to (b) above, Collateral Agent shall (and is hereby irrevocably authorized by each Secured Party to) execute such documents as may be necessary to evidence the release or subordination of the liens granted to Collateral Agent for the benefit of Collateral Agent and Secured Parties or pursuant hereto upon the applicable Collateral; provided that (i) Collateral Agent shall not be required to execute any such document on terms which, in Collateral Agent’s opinion, would expose Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Loans or any liens upon (or obligations of Grantor in respect of) all interests retained by Grantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Collateral Agent shall be authorized to deduct all expenses reasonably incurred by Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) Collateral Agent shall have no obligation whatsoever to the Lenders any Secured Party or to any other Person person to assure that the Collateral exists or is owned by any Credit Party Grantor or is cared for, protected or insured or that the Liens liens granted to the Collateral Agent herein or in any of the Loan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 section or in any of the Security Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders Secured Parties and that the Collateral Agent shall have no duty or liability whatsoever to Secured Parties. (e) Each Secured Party hereby appoints Collateral Agent and each other Secured Party as agent for the Lenderspurpose of perfecting Secured Parties’ security interest in assets which, except for its gross negligence in accordance with Article 9 of the UCC can be perfected only by possession. Should any Secured Party (other than Collateral Agent) obtain possession of any such Collateral, such Secured Party shall notify Collateral Agent thereof, and, promptly upon Collateral Agent’s request therefor shall deliver such Collateral to Collateral Agent or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)accordance with Collateral Agent’s instructions.

Collateral Matters. (a) Each Lender Secured Party authorizes and directs the Collateral Agent to enter into the Security Documents and any Intercreditor Agreement, other intercreditor arrangements or collateral trust arrangements contemplated by this Agreement on behalf of and for the benefit of the Lenders and the other Secured CreditorsParties named therein and agrees to be bound by the terms of each Security Document and any Intercreditor Agreement and other agreements or documents. Each Lender hereby agrees, and each holder of any Note and each other Secured Party by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to create, perfect and or maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders Secured Parties hereby authorize the Collateral Agent, at its option and in its discretion, to subordinate or release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments Commitments, termination or expiration of all Letters of Credit and payment and satisfaction in full of all of the Obligations (other than inchoate (x) contingent indemnification and reimbursement obligations for which no claim has been made and (y) Obligations in respect of any Swap Agreement, Cash Management Obligations and other contingent obligations, in each case not then due and owing) at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.029.5, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)13.12), (viv) in connection with the release of Collateral provided in Section 8.15 constituting an Excluded Asset or (viv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.1012.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders Secured Parties or to any other Person to assure that the Collateral exists or is owned by any Credit Secured Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 12.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) The Administrative Agent and the Collateral Agent shall be authorized, without the consent of any Secured Party, to enter into or execute the Security Documents on or prior to the Closing Date, and, from time to time, to execute or to enter into amendments of, and amendments and restatements of, the Security Documents, any Intercreditor Agreement and any additional and replacement Intercreditor Agreements in each case in order to effect the subordination of and to provide for certain additional rights, obligations and limitations in respect of, any Liens required by the terms of this Agreement to be Liens junior to, pari passu with or senior to the Obligations, that are, in each case, incurred in accordance with Section 9, and to establish certain relative rights as between the holders of the Obligations and the holders of the Indebtedness secured by such Liens. (e) Subject to Section 13.12, without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to (i) in connection with a sale or Disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other Disposition of assets or to which Required Lenders (or such other Lenders as may be required to give such consent under Section 13.12) have otherwise consented or (ii) release any Guarantor from the Guarantee pursuant to Section 10.8 or with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 13.12) have otherwise consented. (f) [Reserved]. (g) Each Secured Party hereby authorizes the Collateral Agent (whether or not by or through employees or agents) to (i) exercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Collateral Agent under the Security Documents together with such powers and discretions as are reasonably incidental thereto and (ii) take such action on its behalf as may from time to time be authorized under or in accordance with the Security Documents. At the request of the Collateral Agent, each Secured Party shall provide the Collateral Agent with a separate written power of attorney for the purposes of executing any agreements or document or otherwise acting on their behalf. (h) [Reserved]. (i) Each Secured Party hereby ratifies and approves all acts and declarations previously done by the Collateral Agent (or representative acting for and on its behalf) on such Secured Party’s behalf (including, but not limited to, for the avoidance of doubt, the declarations made by the Collateral Agent as representative without power of attorney in relation to the creation of any pledge on behalf and for the benefit of any Secured Party as future pledgee or otherwise). (j) Anything contained in any of the Loan Documents to the contrary notwithstanding, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee or take any other action under any Loan Document, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral Agent may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. (k) No Swap Agreement or agreement in respect of Cash Management Obligations will create (or be deemed to create) in favor of any Qualified Counterparty or provider of Cash Management Obligation, as applicable, that is a party to such Swap Agreement or agreement in respect of Cash Management Obligations, as applicable, any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Loan Documents except as expressly provided in Section 13.12(a)(6) of this Agreement and any Security Document and any Intercreditor Agreement. By accepting the benefits of the Collateral, each Qualified Counterparty and provider of Cash Management Obligations shall be deemed to have appointed the Collateral Agent as its agent and agreed to be bound by the Loan Documents as a Secured Party, subject to the limitations set forth in this clause (k). (l) Notwithstanding any other provision of this Section 12 to the contrary, the Administrative Agent and the Collateral Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Swap Agreements with a Qualified Counterparty or in respect of Cash Management Obligations. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Collateral Agent be responsible or liable to the Secured Parties for any failure to monitor or maintain any portion of the Collateral. (m) Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Obligations (other than (i) contingent indemnification and reimbursement obligations for which no claim has been made and (ii) Obligations in respect of any Swap Agreement, Cash Management Obligations and other contingent obligations, in each case not then due and owing) have been paid indefeasibly in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding, upon request of the Borrower, the Administrative Agent shall (without notice to, or vote or consent of, any party to any Swap Agreement or provider of Cash Management Obligations) take such actions as shall be required to release its security interest in all Collateral, and to release all guarantee obligations provided for in any Loan Document, whether or not on the date of such release there may be outstanding Obligations in respect of Swap Agreements or Cash Management Obligations. Any such release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if, after such release, any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (n) In each case as specified in this Section 12.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under any Security Document or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 12.10.

Collateral Matters. (a) Each Lender authorizes and directs the Administrative Agent, the Domestic Collateral Agent and the PRUSVI Collateral Agent, as applicable, to enter into the Security Documents for the benefit of the Lenders and the other Secured CreditorsParties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by any of the Agents or the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Agents or the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent Each of the Agents is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Defaulttime, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents.. The Domestic Collateral Agent or the PRUSVI Collateral Agent, as the case may be, may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of any guarantee by any Subsidiary (including extensions beyond the Closing Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Closing Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Security Documents (b) The Lenders hereby authorize the Administrative Agent, the Domestic Collateral Agent and the PRUSVI Collateral Agent, as applicable, in each case at its option and in its discretion, discretion (A) to release any Lien granted to or held by the Collateral such Agent upon any Collateral (i) upon termination of the Revolving Facility Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiariesa Loan Party) upon the sale or other disposition thereof in compliance with Section 9.028.3, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereundersuch greater amount, to the extent required by Section 12.12(a)11.1), (viv) in connection with the release granting of Collateral provided Liens thereon in favor of another Person in compliance with Section 8.15 8.1(i) or (viv) as otherwise may be expressly provided in the relevant Security DocumentsDocuments and (B) to subordinate any Lien on any Excluded Assets or any other property granted to or held by such Agent, as the case may be under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.1. Upon request by the Administrative Agent, the Domestic Collateral Agent or the PRUSVI Collateral Agent, at any time, the Lenders will confirm in writing the Collateral such Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.1010.9. (c) The Collateral No Agent shall have no any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party a Borrower or is cared for, protected or insured or that the Liens granted to the Collateral any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Agents in this Section 11.10 10.9 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral each Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral such Agent’s own interest in the Collateral as one of the Lenders Lender and that the Collateral no Agent shall have no any duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct misconduct. (d) Each of the Domestic Collateral Agent and the PRUSVI Collateral Agent may, and hereby does, appoint the Administrative Agent as determined by a court its agent for the purposes of competent jurisdiction in a final holding any Collateral and/or perfecting the Collateral Agent’s security interest therein and non-appealable decision)for the purpose of taking such other action with respect to the Collateral as such Agents may from time to time agree.

Collateral Matters. (a) Each Lender authorizes of the Holders hereby irrevocably authorize and directs instruct the Collateral Notes Agent to enter into take the actions to be taken by them as set forth in the Security Documents for the benefit of the Lenders and the other Secured CreditorsDocuments. Each Lender Holder hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders Requisite Holders (or such greater percentage of Holders required) (or the Note Agent, at the direction of the Requisite Holders (or such greater percentage of Holders required)) in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders Requisite Holders (or such greater percentage of Holders required) (or the Note Agent, at the direction of the Requisite Holders (or such greater percentage of Holders required)) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersHolders. The Collateral Notes Agent is hereby authorized on behalf of all of the LendersHolders, without the necessity of any notice to or further consent from any LenderHolder, from time to time prior to an Event of Default, (but shall have no obligation to do so prior to receiving written direction from the Requisite Holders) to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Notes Agent at any time, the Lenders Holders will confirm in writing the Collateral Notes Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. 10.10. In each case as specified in and subject to the provisions of this Section 10.10, the Notes Agent will (c) and each Holder irrevocably authorizes the Notes Agent to), at the Company’s expense, execute and deliver to the Company or any Guarantor, as applicable, such documents as such Person may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Security Documents, or to evidence the release of such Guarantor from its obligations under the Security Agreement, in each case in accordance with the terms of the Transaction Documents and this Section 10.10. The Collateral Notes Agent shall have no obligation whatsoever to the Lenders Holders or to any other Person to assure that the Collateral exists or is owned by the Company or any Credit Party Guarantor or is cared for, protected or insured or that the Liens granted to the Collateral Notes Agent herein or pursuant hereto to any Security Document have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Notes Agent in this Section 11.10 10.10, or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Notes Agent shall have no duty unless and until expressly directed by Requisite Holders. The Notes Agent shall not be responsible for or liability whatsoever have a duty to ascertain or inquire into any representation or warranty regarding the existence or collectability of the Collateral, the existence, priority or perfection of the Notes Agent’s Lien thereon, or any certificate prepared by the Company or any Guarantor in connection therewith, nor shall the Notes Agent be responsible or liable to the LendersHolders for any failure to monitor or maintain any portion of the Collateral, Liens therein or financing statements filed in connection therewith. Anything contained in any of the Transaction Documents to the contrary notwithstanding, the Company and the Notes Agent hereby agree that (i) no Person (other than the Notes Agent) shall have any right individually to realize upon any of the Collateral or to enforce the Security Agreement or the guaranty contained there, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Transaction Documents may be exercised solely by the Notes Agent, as applicable, for the benefit of itself and the Holders in accordance with the terms hereof and thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Notes Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of Title 11 of the United States Code (the “Bankruptcy Code”) or other similar law), the Notes Agent (or any Holder, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Notes Agent, as agent for and representative of Holders (but not any Holder in its gross negligence individual capacities) shall be entitled, upon instructions from Requisite Holders, for the purpose of bidding and making settlement or willful misconduct (payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Note Obligations as determined a credit on account of the purchase price for any collateral payable by a court of competent jurisdiction in a final and non-appealable decision)the Notes Agent at such sale or other disposition.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured CreditorsLenders. Each Lender hereby agrees, and each holder of any Revolving Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Majority Lenders in accordance with the provisions of this Credit Agreement or any of the Security Credit Documents, and the exercise by the Required Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens perfection of the Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Credit Agreement or the Credit Documents or the transactions contemplated hereby or thereby, thereby or (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or Majority Lenders, unless such release is required to be approved by all of the Lenders hereunder, pursuant to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents11.11. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 11.1010.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party the Borrowers or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein in or pursuant hereto to any of the Collateral Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 10.10 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s 's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).misconduct. The Agent agrees to conduct or cause to be conducted at least one

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)12.12), (v) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security DocumentsDocuments or (v) as otherwise provided in Section 12.22 hereof. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.1011.11. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 11.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The A Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lenderthe Lenders, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security the Collateral Documents which which, in its sole judgment, may be necessary or otherwise advisable to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders hereby irrevocably authorize the pertinent Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the such Collateral Agent upon any Collateral (i) upon termination constituting property sold or to be sold or disposed of the Commitments and payment and satisfaction as part of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, connection with any disposition permitted hereunder; (ii) constituting property being sold in which the Borrower or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon any Subsidiary owned no interest at the sale time the Lien was granted or other disposition thereof in compliance with Section 9.02, at any time thereafter; (iii) subject constituting property leased to the Borrower or any Subsidiary under a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), lease which has expired or been terminated in a transaction permitted under this Agreement; (iv) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; (v) if approved, authorized or ratified in writing by the Required Majority Lenders (or all and by the majority of the Lenders hereunder(by Commitment, to or if the extent required Commitments are terminated, by Section 12.12(a))amount of Loans) under the Tranche having first priority in respect of such Collateral, (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documentscase of property of the Debtors, as directed pursuant to a final and unstayed order of the Bankruptcy Court. Upon request by the Administrative Post-Petition Agent at any time, the Required Lenders will confirm in writing the a Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 11.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure subsection 7.7(b), provided that the absence of any such confirmation for whatever reason shall not affect a Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or Agent's rights under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).7.7. -----------

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.028.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)11.12), (v) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security DocumentsDocuments or (v) as otherwise provided in Section 11.22 hereof. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.1010.11. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 10.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretionthe direction of the Required Lenders, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Term Loan Commitments and payment and satisfaction of all of the Obligations (other than inchoate contingent indemnification obligationsobligations that are not then due and payable) at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.027.2, and (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunderLenders, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documentsapplicable. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10Section. (b) No Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any provision of SectionsArticles 4 or 13 of this Agreement. The Lenders understand and agree that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by Agent for the benefit of the Secured Parties in accordance with the terms hereof and thereof. (c) The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of any Lien thereon, or any certificate prepared by any Loan Party in connection therewith, and the Agent shall not be responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral. Each party to this Agreement acknowledges and agrees that the Agent shall have no obligation whatsoever to the Lenders file financing statements, amendments to financing statements, or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular prioritycontinuation statements, or to exercise perfect or to continue exercising at all or in maintain the perfection of any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of Agent’s Lien on the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriateother than, in its sole discretioneach case, given as instructed by the Collateral Agent’s own interest in Required Lenders or their counsel, together with the Collateral as one form of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever such financing statement to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)be filed.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into (x) the Security Documents Documents, the Intercreditor Agreement, and any Replacement Intercreditor Agreement for the benefit of the Lenders and the other Secured CreditorsParties., (y) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the Intercreditor Agreement and any Replacement Intercreditor Agreement or enter into a separate intercreditor agreement in connection with the incurrence by any Loan Party or any Subsidiary thereof of Additional Indebtedness (each an “Intercreditor Agreement Supplement”) to permit such Additional Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the relevant Loan Party or Subsidiary, to the extent such priority is permitted by the Loan Documents) and (z) any Extension Amendment as provided in subsection 2.5. Each Lender hereby agrees, and each holder of any Term Loan Note or participant in LC Facility Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement or Agreement, the Security Documents, the Intercreditor Agreement or any Replacement Intercreditor Agreement, and the exercise by the Agents or the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent and the Collateral Agent is are hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Defaulttime, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as applicable, in each case at its option and in its discretion, to (A) release any Lien granted to or held by the Collateral such Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or therebythereby and termination of the LC Facility with no LC Facility Letters of Credit outstanding (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent) and no other amounts owing hereunder and termination of the Delayed Draw Term Loan Commitment, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiariesa Loan Party) upon the sale or other disposition thereof in compliance with Section 9.02subsection 7.4, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereundersuch greater amount, to the extent required by Section 12.12(a)), (vsubsection 10.1) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security DocumentsDocuments or; (B) enter into any intercreditor agreement on behalf of, and binding with respect to, the Lenders and their interest in designated assets, to give effect to any Special Purpose Financing, including to clarify the respective rights of all parties in and to designated assets; or (C) to subordinate any Lien on any property granted to or held by such Agent under any Loan Document to the holder of any Permitted Lien. Upon request by the Administrative Agent or the Collateral Agent, at any time, the Lenders will confirm in writing the Collateral such Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10subsection 9.9. (c) The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as the case may be, in each case at its option and in its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by subsection 10.17. Upon request by any Agent, at any time, the Lenders will confirm in writing the Administrative Agent’s and the Collateral Agent’s authority under this subsection 9.9(c). (d) No Agent shall have no any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower or any Credit Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Agents in this Section 11.10 subsection 9.9 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral each Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral such Agent’s own interest in the Collateral as one of the Lenders Lender and that the Collateral no Agent shall have no any duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct misconduct. (e) The Collateral Agent may, and hereby does, appoint the Administrative Agent as determined by a court its agent for the purposes of competent jurisdiction in a final holding any Collateral and/or perfecting the Collateral Agent’s security interest therein and non-appealable decision)for the purpose of taking such other action with respect to the Collateral as such Agents may from time to time agree.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured Creditorssuch Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.01, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, Lender from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders Each Lender hereby authorize the Collateral irrevocably authorizes Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral Loan Document (i) upon termination of the Aggregate Commitments and payment and satisfaction in full of all of the Obligations (other than inchoate contingent indemnification obligations) at any time arising under and the expiration or in respect termination of this Agreement or the Credit Documents or the transactions contemplated hereby or therebyall Letters of Credit, (ii) constituting property being that is sold or otherwise disposed to be sold as part of (to Persons or in connection with any sale permitted hereunder or under any other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02Loan Document, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii)Section 10.01, (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders Lenders, or (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (viv) in connection with the release any foreclosure sale or other disposition of Collateral provided in Section 8.15 after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or (vi) as otherwise may be expressly provided in held by Agent under any Loan Document to the relevant Security Documentsholder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, the Lenders each Lender will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 11.109.12. (c) The Collateral Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to the Lenders any Lender or to any other Person to assure that the Collateral exists or is owned by Borrower or any Credit other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 9.12 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ security interest in assets which, except for its gross negligence in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Administrative Agent to enter into the Security Documents such security documents for the benefit of the Lenders and the other Secured CreditorsCreditors as the Administrative Agent deems necessary or appropriate to give effect and to maintain the security interest granted to the Secured Creditors in the Collateral under the Orders. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12) in accordance with the provisions of this Agreement or the Security Credit Documents, and the exercise by the Required Lenders (or all the Lenders, as the case may be) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents any security documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security DocumentsOrders. (b) The Lenders hereby authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions trans­actions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed dis­posed of (to Persons other than Silgan the Borrower and its Subsidiaries) upon the sale or other disposition disposi­tion thereof in compliance with Section 9.0210.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v13.12) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in this Agreement and the relevant Security other Credit Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.1012.10. (c) The Collateral Administrative Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Administrative Agent in this Section 11.10 12.10 or in any of the Security Credit Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (aA) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders Lenders. Each Lender authorizes and directs the other Secured CreditorsAgent to make such changes to the form Acknowledgment Agreement attached hereto as EXHIBIT A as the Agent deems necessary in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer or processor of the Borrower. Each Lender also authorizes and directs the Agent to review and approve all agreements regarding lockboxes and lockbox accounts and blocked accounts (including the related lockbox or blocked account agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the Security Documents, and the exercise by the Required Lenders or each of the Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents Document which may be necessary or appropriate to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to to, or during, an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral Credit Document (i) upon termination of the all Commitments and payment and satisfaction of all in full of the Obligations (other than inchoate contingent indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being that is sold or otherwise disposed of (to Persons other than Silgan the Parent Guarantor and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.028.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii)in connection with any Flag Jurisdiction Transfer, (x) provided that the requirements thereof are satisfied by the relevant Credit Party, and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), 11.13) or (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of Collateral pursuant to this Section 11.1010.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 10.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (i) The Other Creditors shall not have any right whatsoever to do any of the following: (A) exercise any rights or remedies with respect to the Collateral or to direct any Agent to do the same, including, without limitation, the right to (1) enforce any Liens or sell or otherwise foreclose on any portion of the Collateral, (2) request any action, institute any proceedings, exercise any voting rights, give any instructions, make any election or make collections with respect to all or any portion of the Collateral or (3) release any Credit Party under any Credit Document or release any Collateral from the Liens of any Security Document or consent to or otherwise approve any such release; (B) demand, accept or obtain any Lien on any Collateral (except for Liens arising under, and subject to the terms of, the Credit Documents); (C) vote in any case concerning any Credit Party under the Bankruptcy Code or any other proceeding under any reorganization, arrangement, adjudication of debt, relief of debtors, dissolution, insolvency, liquidation or similar proceeding in respect of the Credit Parties or any of their respective Subsidiaries (any such proceeding, for purposes of this clause (d)(i), a “Bankruptcy Proceeding”) with respect to, or take any other actions concerning the Collateral; (D) receive any proceeds from any sale, transfer or other disposition of any of the Collateral (except in accordance with this Agreement); (E) oppose any sale, transfer or other disposition of the Collateral; (F) object to any debtor-in-possession financing in any Bankruptcy Proceeding which is provided by one or more Lenders among others (including on a priming basis under Section 364(d) of the Bankruptcy Code); (G) object to the use of cash collateral in respect of the Collateral in any Bankruptcy Proceeding; or (H) seek, or object to the Lenders or any Agent seeking on an equal and ratable basis, any adequate protection or relief from the automatic stay with respect to the Collateral in any Bankruptcy Proceeding. (ii) Each Other Creditor, by its acceptance of the benefits of this Agreement and the other Credit Documents, agrees that in exercising rights and remedies with respect to the Collateral, the Agents and the Lenders, with the consent of the Agents, may enforce the provisions of the Credit Documents and exercise remedies thereunder (or refrain from enforcing rights and exercising remedies), all in such order and in such manner as they may determine in the exercise of their sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to collect, sell, dispose of or otherwise realize upon all or any part of the Collateral, to incur expenses in connection with such collection, sale, disposition or other realization and to exercise all the rights and remedies of a secured lender under the UCC. The Other Creditors by their acceptance of the benefits of this Agreement and the other Credit Documents hereby agree not to contest or otherwise challenge any such collection, sale, disposition or other realization of or upon all or any of the Collateral. Whether or not a Bankruptcy Proceeding has been commenced, the Other Creditors shall be deemed to have consented to any sale or other disposition of any property, business or assets of the Credit Parties and the release of any or all of the Collateral from the Liens of any Security Document in connection therewith. (iii) To the maximum extent permitted by law, each Other Creditor waives any claim it might have against the Agents or the Lenders with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of any Agent or the Lenders or their respective directors, officers, employees or agents with respect to any exercise of rights or remedies under the Credit Documents or any transaction relating to the Collateral (including, without limitation, any such exercise described in Section 10(d)(ii)), except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person. To the maximum extent permitted by applicable law, none of either Agent or any Lender or any of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of Parent, any Subsidiary of Parent, any Other Creditor or any other Person or to take any other action or forbear from doing so whatsoever with regard to the Collateral or any part thereof, except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured CreditorsParties. Each Lender hereby agrees, and each holder of any Term Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Term Loan Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligationsobligations not due and payable) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan Parent Guarantor and its Restricted Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.029.01(b), (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v13.13) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.1012.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 12.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, including, upon request by the Loan Parties, permitting any Mortgaged Property to become subject to certain Permitted Encumbrances of the type described in clause (h) of such defined term with the limitations and provisos provided therein, the Collateral Agent may act in any manner it may deem appropriate, in its sole but good faith discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) Anything contained in any of the Credit Documents to the contrary notwithstanding, the Loan Parties, each Agent and each Lender hereby agree that no Lender shall have any right individually to realize upon any of the Collateral under any Credit Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Credit Documents may be exercised solely by the Collateral Agent for the benefit of the Lenders in accordance with the terms thereof.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Administrative Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured CreditorsParties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement Agreement, the Security Documents or the NEJD Intercompany Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, or NEJD Intercompany Collateral or the NEJD Intercompany Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral and the NEJD Intercompany Collateral granted pursuant to the Security Documents and the NEJD Intercompany Security Documents. (b) The Lenders hereby authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral or the NEJD Intercompany Collateral (i) upon termination of the Commitments Committed Amounts and payment and satisfaction of all of the Secured Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.026.06, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v13.12) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security Documents or the NEJD Intercompany Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral or NEJD Intercompany Collateral pursuant to this Section 11.109.11. (c) The Collateral Administrative Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral or the NEJD Intercompany Collateral exists or is owned by any Credit Borrower Party or any other grantor of a Lien under the Security Documents or the NEJD Intercompany Security Documents) or is cared for, protected or insured or that the Liens granted to the Collateral Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Administrative Agent in this Section 11.10 9.11 or in any of the Security Documents or the NEJD Intercompany Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral and the NEJD Intercompany Collateral as one of the Lenders and that the Collateral Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to to, or during, an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral Credit Document (i) upon termination of the all Commitments and payment and satisfaction of all in full of the Obligations (other than inchoate contingent indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being that is sold or otherwise disposed of (to Persons other than Silgan the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.028.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii)in connection with any Flag Jurisdiction Transfer; provided that the requirements thereof are satisfied by the relevant Credit Party, (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), 11.12) or (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of Collateral pursuant to this Section 11.1010.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 10.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (i) The Other Creditors shall not have any right whatsoever to do any of the following: (A) exercise any rights or remedies with respect to the Collateral or to direct any Agent to do the same, including, without limitation, the right to (1) enforce any Liens or sell or otherwise foreclose on any portion of the Collateral, (2) request any action, institute any proceedings, exercise any voting rights, give any instructions, make any election or make collections with respect to all or any portion of the Collateral or (3) release any Credit Party under any Credit Document or release any Collateral from the Liens of any Security Document or consent to or otherwise approve any such release; (B) demand, accept or obtain any Lien on any Collateral (except for Liens arising under, and subject to the terms of, the Credit Documents); (C) vote in any case concerning any Credit Party under the Bankruptcy Code or any other proceeding under any reorganization, arrangement, adjudication of debt, relief of debtors, dissolution, insolvency, liquidation or similar proceeding in respect of the Credit Parties or any of their respective Subsidiaries (any such proceeding, for purposes of this clause (d)(i)(C), a “Bankruptcy Proceeding”) with respect to, or take any other actions concerning the Collateral; (D) receive any proceeds from any sale, transfer or other disposition of any of the Collateral (except in accordance with this Agreement); (E) oppose any sale, transfer or other disposition of the Collateral; (F) object to any debtor-in-possession financing in any Bankruptcy Proceeding which is provided by one or more Lenders among others (including on a priming basis under Section 364(d) of the Bankruptcy Code); (G) object to the use of cash collateral in respect of the Collateral in any Bankruptcy Proceeding; or (H) seek, or object to the Lenders or any Agent seeking on an equal and ratable basis, any adequate protection or relief from the automatic stay with respect to the Collateral in any Bankruptcy Proceeding. (ii) Each Other Creditor, by its acceptance of the benefits of this Agreement and the other Credit Documents, agrees that in exercising rights and remedies with respect to the Collateral, the Agents and the Lenders, with the consent of the Agents, may enforce the provisions of the Credit Documents and exercise remedies thereunder (or refrain from enforcing rights and exercising remedies), all in such order and in such manner as they may determine in the exercise of their sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to collect, sell, dispose of or otherwise realize upon all or any part of the Collateral, to incur expenses in connection with such collection, sale, disposition or other realization and to exercise all the rights and remedies of a secured lender under the UCC. The Other Creditors by their acceptance of the benefits of this Agreement and the other Credit Documents hereby agree not to contest or otherwise challenge any such collection, sale, disposition or other realization of or upon all or any of the Collateral. Whether or not a Bankruptcy Proceeding has been commenced, the Other Creditors shall be deemed to have consented to any sale or other disposition of any property, business or assets of the Credit Parties and the release of any or all of the Collateral from the Liens of any Security Document in connection therewith. (iii) To the maximum extent permitted by law, each Other Creditor waives any claim it might have against the Agents or the Lenders with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of any Agent or the Lenders or their respective directors, officers, employees or agents with respect to any exercise of rights or remedies under the Credit Documents or any transaction relating to the Collateral (including, without limitation, any such exercise described in Section 10(d)(ii)), except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person. To the maximum extent permitted by applicable law, none of either Agent or any Lender or any of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Borrower, any Subsidiary of the Borrower, any Other Creditor or any other Person or to take any other action or forbear from doing so whatsoever with regard to the Collateral or any part thereof, except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured Creditorssuch Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.01, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, Lender from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders Each Lender hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral Loan Document (iA) upon termination of the Aggregate Commitments and payment and satisfaction in full of all of the Obligations (other than inchoate contingent indemnification obligations) at any time arising under and the expiration or termination of all Letters of Credit, (B) that is sold or to be sold as part of or in respect of this Agreement connection with any sale permitted hereunder or the Credit Documents or the transactions contemplated hereby or therebyunder any other Loan Document, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iiiC) subject to a Permitted Lien pursuant to Sections 9.01(viii)Section 10.01, (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders Lenders, or (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (vD) in connection with the release any foreclosure sale or other disposition of Collateral provided in Section 8.15 after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or (vi) as otherwise may be expressly provided in held by Agent under any Loan Document to the relevant Security Documentsholder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, the Lenders each Lender will confirm in writing the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 11.109.11. (c) The Collateral Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender, to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and the Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent's opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to the Lenders any Lender or to any other Person to assure that the Collateral exists or is owned by Borrower or any Credit other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 9.11 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s 's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting Lenders' security interest in assets which, except for its gross negligence or willful misconduct in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (as determined by a court other than Agent) obtain possession of competent jurisdiction in a final and non-appealable decision).any such Collateral,

Collateral Matters. (a) Each Lender Secured Party authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders Guaranty and the other Secured Creditors. Each Lender hereby agreesPledge Agreement, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the other Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenderseach Secured Party, without the necessity of any notice to or further consent from any LenderSecured Party, from time to time prior to an Event of Default, to take any action with respect to any Collateral Collateral, the Notes, or the other Security Documents which that may be necessary or appropriate to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to any of the Security Documents. (b) The Lenders foregoing documents. Secured Parties hereby authorize the Collateral Agent, at its his option and in its his discretion, to release any Lien lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments Secured Obligations and payment in cash and satisfaction of all of the Obligations (other than inchoate indemnification obligations) obligations at any time arising under or in respect of this Agreement or Agreement, the Credit Documents Notes, the other Security Documents, or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders Secured Parties will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. 9(i). Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, or consented to in writing by Secured Parties, as applicable, and upon at least five (c5) business days’ prior written request by any Debtor, the Agent shall (and is hereby irrevocably authorized by Secured Parties to) execute such documents as may be necessary to evidence the release of the liens granted to the Agent for the benefit of Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any liens upon all interests retained by any Debtor, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Agent shall be authorized to deduct all of the expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. The Collateral Agent shall have no obligation whatsoever to the Lenders Secured Parties or to any other Person person to assure that the Collateral exists or is owned by any Credit Party Debtor or is cared for, protected or insured or that the Liens liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 9(i) or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it he may deem appropriate, in its his sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders Secured Parties and that the Collateral Agent shall have no duty or liability whatsoever to the LendersSecured Parties, except for its his gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or o1r Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.028.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii8.01(viii), (xix) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), ) or (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured CreditorsParties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan Intermediate Holdings, the Borrower and its the Restricted Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.026.04,Sections 6.04 and 6.05, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v9.08) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security Documentsdocumentation granting such Lien. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.108.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 8.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) To the extent required by any applicable laws, the Administrative Agent may withhold from any payment to any Lender (including, for the avoidance of doubt, any Swingline Lender) or Issuing Bank an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 2.20, each Lender and Issuing Bank shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender or Issuing Bank for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender or Issuing Bank failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by the Agent shall be conclusive absent manifest error. Each Lender and Issuing Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or Issuing Bank under this Agreement or any other Loan Document against any amount due the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Security Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Security Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to to, or during, an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Security Agent, at its option and in its discretion, to release any Lien on any property granted to or held by the Collateral Security Agent upon under any Collateral Credit Document (i) upon termination of the all Commitments and payment and satisfaction of all in full of the Obligations (other than inchoate contingent indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being that is sold or otherwise disposed of (to Persons other than Silgan the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.028.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii)in connection with any Flag Jurisdiction Transfer, (x) provided that the requirements thereof are satisfied by the relevant Obligor, and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), 11.13) or (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Security Agent’s authority to release its interest in particular types or items of Collateral pursuant to this Section 11.1010.10. (c) The Collateral Security Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party Obligor or is cared for, protected or insured or that the Liens granted to the Collateral Security Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Security Agent in this Section 11.10 10.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Security Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (i) The Other Creditors shall not have any right whatsoever to do any of the following: (A) exercise any rights or remedies with respect to the Collateral or to direct any Agent to do the same, including, without limitation, the right to (1) enforce any Liens or sell or otherwise foreclose on any portion of the Collateral, (2) request any action, institute any proceedings, exercise any voting rights, give any instructions, make any election or make collections with respect to all or any portion of the Collateral or (3) release any Obligor under any Credit Document or release any Collateral from the Liens of any Security Document or consent to or otherwise approve any such release; (B) demand, accept or obtain any Lien on any Collateral (except for Liens arising under, and subject to the terms of, the Credit Documents); (C) vote in any case concerning any Obligor under the Bankruptcy Code or any other proceeding under any reorganization, arrangement, adjudication of debt, relief of debtors, dissolution, insolvency, liquidation or similar proceeding in respect of the Obligors or any of their respective Subsidiaries (any such proceeding, for purposes of this clause (d)(i), a “Bankruptcy Proceeding”) with respect to, or take any other actions concerning the Collateral; (D) receive any proceeds from any sale, transfer or other disposition of any of the Collateral (except in accordance with this Agreement); (E) oppose any sale, transfer or other disposition of the Collateral; (F) object to any debtor-in-possession financing in any Bankruptcy Proceeding which is provided by one or more Lenders among others (including on a priming basis under Section 364(d) of the Bankruptcy Code); (G) object to the use of cash collateral in respect of the Collateral in any Bankruptcy Proceeding; or (H) seek, or object to the Lenders or any Agent seeking on an equal and ratable basis, any adequate protection or relief from the automatic stay with respect to the Collateral in any Bankruptcy Proceeding. (ii) Each Other Creditor, by its acceptance of the benefits of this Agreement and the other Credit Documents, agrees that in exercising rights and remedies with respect to the Collateral, the Agents and the Lenders, with the consent of the Agents, may enforce the provisions of the Credit Documents and exercise remedies thereunder (or refrain from enforcing rights and exercising remedies), all in such order and in such manner as they may determine in the exercise of their sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to collect, sell, dispose of or otherwise realize upon all or any part of the Collateral, to incur expenses in connection with such collection, sale, disposition or other realization and to exercise all the rights and remedies of a secured lender under the UCC. The Other Creditors by their acceptance of the benefits of this Agreement and the other Credit Documents hereby agree not to contest or otherwise challenge any such collection, sale, disposition or other realization of or upon all or any of the Collateral. Whether or not a Bankruptcy Proceeding has been commenced, the Other Creditors shall be deemed to have consented to any sale or other disposition of any property, business or assets of the Obligors and the release of any or all of the Collateral from the Liens of any Security Document in connection therewith. (iii) To the maximum extent permitted by law, each Other Creditor waives any claim it might have against the Agents or the Lenders with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of any Agent or the Lenders or their respective directors, officers, employees or agents with respect to any exercise of rights or remedies under the Credit Documents or any transaction relating to the Collateral (including, without limitation, any such exercise described in Section 10(d)(ii)), except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person. To the maximum extent permitted by applicable law, none of either Agent or any Lender or any of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of Parent, any Subsidiary of Parent, any Other Creditor or any other Person or to take any other action or forbear from doing so whatsoever with regard to the Collateral or any part thereof, except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person.

Collateral Matters. The Agent shall have received: (ai) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized Perfection Certificate signed on behalf of all the Borrower (or written evidence satisfactory to the Agent (which may include transmission by electronic mail of a signed signature page to the Perfection Certificate) that such party has signed a counterpart of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (bPerfection Certificate) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination dated as of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, Closing Date, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related theretoBorrower and each of its Subsidiaries, the Collateral results of searches for any UCC financing statements, tax Liens or judgment Liens, as applicable, filed against the Borrower, its Subsidiaries or their respective property, which results shall not show any such Liens (other than Liens permitted pursuant to Section 6.02), (iii) evidence reasonably satisfactory to the Agent may act that arrangements are in any manner it may deem appropriate, place for the filing of financing statements in its sole discretion, given respect of each Loan Party (other than the Collateral Agent’s own interest Canadian Parent) on Form UCC 1 in the Collateral as one each of the Lenders and that offices of secretaries of state of those states specified in paragraph 1(a) of the Collateral Agent shall have no duty or liability whatsoever Perfection Certificate, (iv) evidence reasonably satisfactory to the LendersAgent that arrangements are in place for all original stock certificates representing all of the Equity Interests required to be pledged pursuant to the Pledge and Security Agreement, except accompanied by undated stock transfer powers or other proper instruments of transfer reasonably acceptable to the Agent executed in blank, to be delivered to the Agent, (v) evidence reasonably satisfactory to the Agent that arrangements are in place for its gross negligence all original promissory notes and other instruments required to be pledged pursuant to the Pledge and Security Agreement, accompanied by note transfer powers or willful misconduct (as determined by a court other proper instruments of competent jurisdiction transfer reasonably acceptable to the Agent executed in a final and non-appealable decision).blank, to be delivered to the Agent, and

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured Creditorssuch Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.01, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, Lender from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders Each Lender hereby authorize the Collateral irrevocably authorizes Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral Loan Document (i) upon termination of the Aggregate Commitments and payment and satisfaction in full of all of the Obligations (other than inchoate contingent indemnification obligations) at any time arising under and the expiration or in respect termination of this Agreement or the Credit Documents or the transactions contemplated hereby or therebyall Letters of Credit, (ii) constituting property being that is sold or otherwise disposed to be sold as part of (to Persons or in connection with any sale permitted hereunder or under any other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02Loan Document, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii)Section 10.01, (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders Lenders, or (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (viv) in connection with the release any foreclosure sale or other disposition of Collateral provided in Section 8.15 after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or (vi) as otherwise may be expressly provided in held by Agent under any Loan Document to the relevant Security Documentsholder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, the Lenders each Lender will confirm in writing the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 11.109.12. (c) The Collateral Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent's opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to the Lenders any Lender or to any other Person to assure that the Collateral exists or is owned by Borrower or any Credit other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 9.12 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s 's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting Lenders' security interest in assets which, except for its gross negligence in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent's request therefor shall deliver such Collateral to Agent or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)accordance with Agent's instructions.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents Pledge Agreement for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security DocumentsPledge Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents the Pledge Agreement which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security DocumentsPledge Agreement. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02Sections 7.02 and 11.12(a), (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v11.12) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).Pledge

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby irrevocably authorize the Collateral AgentTrustee, at its option and in its discretion, to release any Lien on any property granted to or held by the Collateral Agent upon Trustee under any Collateral Loan Document (i) upon termination of the Commitments and payment and satisfaction in full of all of the Loan Obligations (other than inchoate contingent indemnification obligations) at any time arising under or in respect of this Agreement or obligations and expense reimbursement claims to the Credit Documents or the transactions contemplated hereby or therebyextent no claim therefor has been made), (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 10.01, (or all of the Lenders hereunder, iii) pursuant to the extent required by Section 12.12(a)), (v) in connection with Intercreditor Agreement or the release of Collateral provided in Section 8.15 Security Documents or (viiv) as otherwise may be expressly provided in the relevant Security Documentspursuant to Section 10.20. Upon request by the Administrative Agent Collateral Trustee at any time, the Required Lenders will confirm in writing the Collateral AgentTrustee’s authority to release its interest in particular types or items of Collateral pursuant to property in accordance with this Section 11.10Section. (cb) The Each Secured Party hereby further authorizes the Administrative Agent or Collateral Agent shall have no obligation whatsoever Trustee, as applicable, on behalf of and for the benefit of Secured Parties, to be the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any agent for and representative of the rights, authorities and powers granted or available Secured Parties with respect to the Collateral Agent in this Section 11.10 or in any of the Security Documents. Subject to Section 10.01 and the Intercreditor Agreement, it being understood and agreed that in respect of the Collateral, without further written consent or authorization from any act, omission or event related theretoSecured Party, the Administrative Agent or Collateral Agent Trustee, as applicable, may act (a) execute any documents or instruments necessary in connection with a disposition of assets permitted by this Agreement, (b) release any manner it Lien encumbering any item of Collateral that is the subject of such disposition of assets permitted hereunder or with respect to which Required Lenders (or such other Lenders as may deem appropriate, in its sole discretion, given be required to give such consent under Section 10.01) have otherwise consented or (c) release any Guarantor from the Collateral Agent’s own interest in the Collateral Subsidiary Guarantee with respect to which Required Lenders (or such other Lenders as one of the Lenders and that the Collateral Agent shall may be required to give such consent under Section 10.01) have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)otherwise consented.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the LendersSecured Parties, without the necessity of any notice to or further consent from any Lenderthe Secured Parties, from time to time prior to an Event of Defaulttime, to take any action actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest Acceptable Security Interests in and liens Liens upon the Collateral granted pursuant to the Security Documents, including but not limited to, the joinder documents required under Sections 5.6 and 5.7. Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action (other than enforcement actions requiring the consent of, or request by, the Majority Lenders as set forth in Section 7.2(c) or Section 7.3(c) above) in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Lenders under the Credit Documents or applicable Legal Requirement. (b) The Lenders hereby hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Collateral Agent, at its option and in its discretion, Administrative Agent to (i) release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (ia) upon termination of the Commitments and payment and satisfaction this Agreement, termination of all Swap Obligations with such Persons (other than as to which agreements satisfactory to the applicable Swap Counterparty have been made), termination of all Letters of Credit (other than Letters of Credit as to which other arrangements reasonably satisfactory to Issuing Lender have been made), and the payment in full of all outstanding Advances, Letter of Credit Obligations (other than inchoate indemnification obligationswith respect to Letters of Credit as to which other arrangements reasonably satisfactory to Issuing Lender have been made) and all other Secured Obligations payable under this Agreement and under any other Credit Document; (b) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Document; (c) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time arising thereafter (other than as a result of a Disposition not permitted under this Agreement); or (d) constituting property leased to any Credit Party under a lease which has expired or has been terminated in respect of a transaction permitted under this Agreement or the is about to expire and which has not been, and is not intended by such Credit Documents Party to be, renewed or the transactions contemplated hereby or thereby, extended; and (ii) constituting property being sold or otherwise disposed of release a Guarantor (to Persons other than Silgan and its Subsidiariesproperty) upon from its obligations under the sale or Guaranty and Security Document and any other disposition thereof in compliance with Section 9.02, applicable Credit Document if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement. (iiic) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders Secured Parties will confirm in writing the Collateral Administrative Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral property, or to release any Guarantor from its obligations under the Guaranty and Security Agreement pursuant to this Section 11.10. (c) The Collateral 8.7. Administrative Agent shall not be responsible for or have no obligation whatsoever a duty to ascertain or inquire into any representation or warranty regarding the Lenders existence, value or to collectability of the Collateral, the existence, priority or perfection of Administrative Agent's Lien thereon, or any other Person to assure that the Collateral exists or is owned certificate prepared by any Credit Party in connection therewith, nor shall Administrative Agent be responsible or is cared for, protected or insured or that the Liens granted liable to the Collateral Agent herein Secured Parties or pursuant hereto have been properly any other Lender Party for any failure to monitor or sufficiently or lawfully created, perfected, protected or enforced or are entitled to maintain any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any portion of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or Collateral. (d) Notwithstanding anything contained in any of the Security DocumentsCredit Documents to the contrary, Credit Parties, Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranties, it being understood and agreed that in respect all powers, rights and remedies under the Guaranties and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Collateral, or any act, omission or event related thereto, Secured Parties in accordance with the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given terms hereof and the Collateral Agent’s own interest in other Credit Documents. (e) By accepting the Collateral as one benefit of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever Liens granted pursuant to the LendersSecurity Documents, except for its gross negligence or willful misconduct (as determined by a court each Secured Party hereby agrees to the terms of competent jurisdiction in a final and non-appealable decision)this Section 8.7.

Collateral Matters. (a) Each Lender authorizes and directs Upon entry of the Interim DIP Order (and, if entered, the Final DIP Order), the Liens granted thereunder by the Debtors to the Collateral Agent to enter into the Security Documents for the benefit of the Lenders on any Collateral shall be valid and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance automatically perfected with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers priority set forth herein and in the DIP Orders, and no filing or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may will be necessary to perfect or protect such Liens and maintain perfected the security interest in and liens upon the Collateral granted pursuant interests with respect to the Security DocumentsDebtors’ Obligations under the Loan Documents and such DIP Order. (b) The Lenders hereby authorize This Agreement and the Collateral Documents create, as security for the Obligations, valid, enforceable, and, upon the filing of documents and instruments in the proper places and the taking of other required actions (including, without limitation, possession), on or prior to the Closing Date, perfected first- priority Liens in the Collateral, in favor of the Collateral Agent, at its option and in its discretion, subject to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (no Liens other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10Liens. (c) The description of the Collateral Agent set forth in the Collateral Documents is true, complete, and correct in all material respects and are adequate for the purpose of creating, attaching, and perfecting the Liens in the Collateral granted or purported to be granted in favor of the Agent. (d) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Collateral Documents. None of the components of the Collateral shall have no obligation whatsoever be maintained at locations other than as provided in the Collateral Documents. (e) Each Grantor owns, or possesses the right to use to the Lenders extent necessary in its business, all Intellectual Property that is used in the conduct of its business as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a Material Adverse Effect and neither the use of such Intellectual Property nor the operation of any Grantor’s business, to the best knowledge of Borrower, conflicts with or infringes the valid Intellectual Property rights of any other Person except as such conflict would not reasonably be expected to assure that have a Material Adverse Effect. (f) As of the Collateral exists date hereof, Schedule 3.21(f) is a true and correct list in all material respects of all Registered Intellectual Property owned in whole or in part by such Grantor and indicates for each such item, as applicable, the title, the application and/or registration number, date and jurisdiction of filing and/or issuance and the identity of the current applicant or registered owner. Such Registered Intellectual Property has not been abandoned and, to the knowledge of each Loan Party, is owned by in full force and effect, and no such Registered Intellectual Property is subject to any Credit Party consent, settlement, decree, order, injunction, judgement or is cared for, protected or insured ruling restricting the use thereof or that would restrict the Liens granted validity or enforceability thereof, except as would not reasonably be expected to the Collateral Agent herein have a Material Adverse Effect. (g) All filings, registrations, recordings, notices, and other actions that are necessary or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any required as of the rights, authorities and powers granted or available Closing Date to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given perfect the Collateral Agent’s own interest Lien on the Collateral have been made or taken or will be made or taken on the Closing Date. (h) As of the date hereof, other than set forth on Schedule 3.21(g), no Grantor holds any Commercial Tort Claims. (i) As of the date hereof, the exact legal name of each Grantor, as such name appears in its certificate of incorporation or any other organizational document, is as set forth on Schedule 3.21(h). As of the date hereof, each Grantor is (i) the type of entity disclosed next to its name on Schedule 3.21(h) and (ii) a (j) As of the date hereof, Schedule 3.21 (i) correctly represents (i) the issuer, the issuer’s jurisdiction of formation, the certificate number, if any, and the record owner, the number and class and the percentage of the issued and outstanding Equity Interests of such class of all Pledged Shares, in each case with respect to the Pledged Shares pledged by any Grantor and (ii) the issuer and Grantor of all Pledged Debt with an aggregate principal amount in excess of $1,000,000, in each case pledged by any Grantor. Except as set forth on Schedule 3.21(i), the Pledged Shares pledged or assigned by such Grantor represent all of the issued and outstanding Equity Interests of each class of Equity Interests in the Collateral as one of issuer on the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)date hereof.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders (or any authorized sub-group thereof) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, Agent to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Term Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiariesany Credit Party) upon the sale or other disposition thereof in compliance with Section 9.028.06, (iii) subject to a Permitted Lien upon the request of the Borrowers, so long as the fair market value of any Collateral released in any Fiscal Year pursuant to Sections 9.01(viii), (xthis Section 10.10(b)(iii) and (xii)does not exceed $5,000,000, (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)11.12), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security DocumentsDocuments or (vi) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of the Guarantor from its obligations under its Guaranty in accordance with the terms of this Agreement. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.1010.10(b). (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 10.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) In no event will the Collateral Agent be replaced hereunder (or under any of the other Credit Documents) unless agreed to by the Administrative Agent and the Collateral Agent. (e) Each Lender authorizes and directs the Collateral Agent and the Administrative Agent to enter into the intercreditor agreements and related documents in respect of (i) Secured Hedging Agreements and (ii) Other Pari Passu Lien Obligations.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Administrative Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditorssuch Lender. Each Lender hereby agrees, and each holder of any Note Obligations by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 9.08, any action taken by the Required Lenders Majority Lenders, in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, Lender from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Documents which that may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders Each Lender hereby irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by the Collateral Administrative Agent upon under any Collateral Loan Document (i1) upon termination of the Commitments and payment and satisfaction in full of all of the Obligations (other than inchoate contingent indemnification obligations), (2) at any time arising under that is Disposed of or to be Disposed of as part of or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the connection with any sale or other disposition thereof in compliance with Section 9.02Disposition permitted under the Loan Documents, (iii3) subject to a Permitted Lien pursuant to Sections 9.01(viii)Section 9.08, (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders Majority Lenders, or (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v4) in connection with the release any foreclosure sale or other disposition of Collateral provided in Section 8.15 after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or (vi) as otherwise may be expressly provided in held by the relevant Security DocumentsAdministrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, the Lenders each Lender will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 11.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure 8.10, provided that the Collateral exists or is owned by absence of any Credit Party or is cared for, protected or insured or that such confirmation for whatever reason shall not affect the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or Administrative Agent’s rights under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)8.10.

Collateral Matters. The Administrative Agent shall have received: (ai) Each Lender authorizes certified copies of UCC, United States Patent and directs Trademark Office and United States Copyright Office, Tax and judgment lien searches or equivalent reports or searches within the United States, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which the U.S. Borrower or any Domestic Guarantor is organized or maintains its principal place of business and such other searches within the United States that are required by the Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to enter into be covered by the Security Collateral Documents for the benefit (other than Permitted Liens); (ii) all of the Lenders Pledged Collateral of Jazz Financing I and Jazz Financing II Limited (“Jazz Financing II”), which Pledged Collateral, to the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental theretoextent certificated, shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, and to the extent not certificate, shall be accompanied by issuer’s acknowledgements or other instruments reflecting the pledge thereof, all in form and substance reasonably satisfactory to the Collateral Agent; (iii) an executed supplement to the Perfection Certificate; and (iv) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Law) authenticated and authorized and binding upon all for filing under the UCC or other applicable local law of each jurisdiction in which the Lenders. The Collateral Agent is hereby authorized on behalf filing of all a financing statement or giving of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize required, or reasonably requested by the Collateral Agent, at its option and in its discretion, to release any Lien granted perfect the security interests intended to or held be created by the Collateral Agent upon any Collateral documents set forth in clauses (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (ivj) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10below. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured CreditorsParties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretionthe Collateral Agent agrees, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan the Borrower and its the Restricted Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02Sections 6.04 and 6.05; provided that Liens in respect of such Collateral shall be automatically and unconditionally released without any action by the Collateral Agent, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v9.08) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security Documentsdocumentation granting such Lien. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.108.10. In each case as specified in this Section 8.10(b), the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the security interest granted under the Security Documents, in accordance with the terms of the Security Documents and this Section 8.10(b). (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 8.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) To the extent required by any applicable laws, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 2.20, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations. For purposes of this Section 8.10, the term “Lender” includes any Issuing Bank and any Swingline Lender.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)12.12), (v) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security DocumentsDocuments or (v) as otherwise provided in Section 12.22 hereof. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.1011.11. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 11.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender (including in their capacity as a Swingline Lender, Issuing Lender, Agent and/or Lead Arranger, as the case may be) authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement for the benefit of the Lenders and the other Secured CreditorsParties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize and direct the Collateral Agent, at its option and in its discretion, to release or subordinate (as the case may be) any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments Total Commitment (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligationsobligations and other contingent obligations not due and payable) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan Holdings and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.0210.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v13.12) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security DocumentsDocuments or in the Intercreditor Agreement. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.1012.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or 12.10, in any of the Security DocumentsDocuments or in the Intercreditor Agreement, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) The Collateral Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Document by or through, or delegate any and all such rights and powers to, any one or more sub-agents, trustees or third parties appointed by the Collateral Agent. The Collateral Agent (and any such sub-agent, trustee or third party) may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory and indemnification provisions of this Section 12 and Section 13.01 shall apply to any such sub-agent, trustee or third party and to their respective Affiliates to the same extent that such provisions apply to the Collateral Agent.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or therebyDocuments, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.0210.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v13.12) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.1012.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 12.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Subsidiaries Guaranty and Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments Total Commitment and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan Holdings and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.028.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v11.12) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.1010.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 10.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to (i) release any Lien granted to or held by the Collateral Agent upon any Collateral (iA) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (iiB) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiariesa Credit Party) upon the sale or other disposition thereof in compliance with Section 9.0210.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (ivC) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)13.12), (vD) in connection with the owned by a Subsidiary Guarantor upon release of Collateral provided such Guarantor from its obligations under its Guaranty pursuant to clause (iii) below, (E) that constitutes “Excluded Collateral” (as such term is defined in Section 8.15 the Security Agreement) or (viF) as otherwise may be expressly provided in the relevant Security Documents, (ii) at the request of the Lead Borrower, to subordinate any Lien on any property granted to or held by the Collateral Agent or Administrative Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 10.01 but only to the extent Section 10.01 permits such Lien to be prior to the Liens held by the Collateral Agent and the Administrative Agent under the Credit Documents and (iii) to release any Subsidiary Guarantor from its obligations under any Credit Document to which it is a party if such Person ceases to be a Restricted Subsidiary constituting a Guarantor as a result of a transaction or designation permitted hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral or guarantees pursuant to this Section 11.1012.11. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 12.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral The Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, may from time to time prior time, make such disbursements and advances ("Agent Advances") which the Agent, in its sole discretion, deems necessary or desirable to an Event of Defaultpreserve or protect the Collateral or any portion thereof, to take enhance the likelihood or maximize the amount of repayment by any action with respect Borrower, any Guarantor or other Person of the Loans, Reimbursement Obligations or Letters of Credit and other Obligations or to pay any Collateral other amount chargeable to such Borrower or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted Guarantor pursuant to the Security Documentsterms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.05. The Agent Advances shall be repayable on demand and be secured by the Collateral. The Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Without limitation to its obligations pursuant to Section 9.06, each Lender agrees that it shall make available to the Agent, upon the Agent's demand, in Dollars in immediately available funds, the amount equal to such Lender's Pro Rata Share of each such Agent Advance. If such funds are not made available to the Agent by such Lender the Agent shall be entitled to recover such funds, on demand from such Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three Business Days and thereafter at the Base Rate. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (c) The Collateral Agent shall have no obligation whatsoever to the any Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party Borrower or any Guarantor or is cared for, protected or insured or has been encumbered or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 9.08 or in any of the Security Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s 's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except any other Lender other than for its acts or omissions constituting gross negligence or willful misconduct (as determined by a final judgment of a court of competent jurisdiction jurisdiction. (c) The Lenders hereby irrevocably authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral upon termination of the Total Commitments and payment and satisfaction of all Loans and Letter of Credit Obligations, (whether or not due) and all other Obligations which have matured and which the Agent has been notified in writing are then due and payable; or constituting property being sold or disposed of if a final Loan Party certifies to the Agent that the sale or disposition is made in compliance with Section 7.02(d)(ii) hereof (and non-appealable decisionthe Agent may rely conclusively on any such certificate, without further inquiry); or constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; or (except as otherwise provided in Section 12.03 of this Agreement) if approved, authorized or ratified in writing by the Required Lenders. Without in any manner limiting the Agent's authority to act without any specific or further authorization or consent by the Required Lenders, upon request by the Agent at any time, the Lenders shall confirm in writing the Agent's authority to release particular types or items of Collateral pursuant to this Section 9.08(c).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to or during an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral Credit Document (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being that is sold or otherwise disposed of (to Persons other than Silgan the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.028.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v11.13) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Facility Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.1010.11. (c) The Collateral Lenders hereby agree to, and direct the Facility Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to and the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully createdto, perfected, protected or enforced or are entitled to automatically release any particular priority, or to exercise or to continue exercising at Subsidiary Guarantor from the Subsidiaries Guaranty (i) upon payment and satisfaction of all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted Obligations (other than inchoate indemnification obligations) at any time arising under or available to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of this Agreement or the Collateral, Credit Documents or any act, omission the transactions contemplated hereby or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).thereby,

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured CreditorsParties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretionthe Collateral Agent agrees, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan Intermediate Holdings, the Borrower and its the Restricted Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02Sections 6.04 and 6.05, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v9.08) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security Documentsdocumentation granting such Lien. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.108.10. In each case as specified in this Section 8.10(b), the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the security interest granted under the Security Documents, in accordance with the terms of the Security Documents and this Section 8.10(b). (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 8.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) To the extent required by any applicable laws, the Administrative Agent may withhold from any payment to any Lender (including, for the avoidance of doubt, any Swingline Lender) or Issuing Bank an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 2.20, each Lender and Issuing Bank shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender or Issuing Bank for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender or Issuing Bank failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by the Agent shall be conclusive absent manifest error. Each Lender and Issuing Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or Issuing Bank under this Agreement or any other Loan Document against any amount due the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured Creditorssuch Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.01, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, Lender from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders hereby authorize . Without limiting the Collateral generality of this paragraph, for the purposes of creating a solidarite active in accordance with Article 1541 of the Civil Code of Quebec, between each Lender, taken individually, on the one hand, and the Agent, at its option on the other hand, each Loan party, each such Lender and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination acknowledge and agree that such Lender and the Agent are hereby conferred the legal status of the Commitments and payment and satisfaction solidary creditors of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or each Loan Party in respect of all Obligations, present and future, owed by each Loan Party to each such Lender and the Agent (collectively, the "Solidary Claim"). Each Loan Party which is not a signatory of this Agreement but is or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to may become a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or signatory to any other Person Loan Documents shall be deemed to assure that have accepted the Collateral exists or is owned provisions contained in this paragraph by any Credit Party or is cared forits execution of such other Loan Documents. Accordingly, protected or insured or that but subject (for the Liens granted avoidance of doubt) to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any Article 1542 of the rightsCivil Code of Quebec, authorities the Loan Parties are irrevocably bound towards the Agent and powers granted or available to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that each Lender in respect of the Collateralentire Solidary Claim of the Agent and each Lender. As a result of the foregoing, the parties hereto acknowledge that the Agent and each Lender shall at all times have a valid and effective right of action for the entire Solidary Claim of the Agent and such Lender and the right to give full acquittance for it. Accordingly, without limiting the generality of the foregoing, the Agent, as solidary creditor with each Lender, shall at all times have a valid and effective right of action in respect of all Obligations, present and future, owed by each Loan Party to the Agent and Lenders or any act, omission or event related thereto, of them and the right to give a full acquittance for same. The parties further agree and acknowledge that the Liens created by the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given Documents on the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever be granted to the LendersAgent, except for its gross negligence or willful misconduct (as determined by a court own benefit and for the benefit of competent jurisdiction in a final and non-appealable decision)Lenders.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with Without limiting the provisions of this Agreement or the Security DocumentsSection 12.09, Secured Parties, Swingline Lender and the exercise by the Required Lenders Letter of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby Credit Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, discretion to release any Lien on any property granted to or held by the Collateral Administrative Agent upon under any Collateral Loan Document: (i) upon termination of the Commitments and payment and satisfaction in full of all of the Obligations (other than inchoate contingent indemnification obligations) at any time arising under and the expiration or in respect termination of this Agreement or all Letters of Credit prior to draws thereon (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and the Letter of Credit Documents or the transactions contemplated hereby or thereby, Issuer shall have been made); (ii) constituting property being that is sold or otherwise disposed Disposed of (or to Persons other than Silgan and its Subsidiaries) upon the be sold or otherwise Disposed of as part of or in connection with any sale or other disposition thereof in compliance with Section 9.02, Disposition permitted hereunder or under any other Loan Document; or (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii)Section 13.01, (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security DocumentsLenders. Upon request by the Administrative Agent at any time, the Lenders Secured Parties will confirm in writing the Collateral Administrative Agent’s authority to release its interest in particular types or items of Collateral property pursuant to this Section 11.1012.10. (cb) The Collateral Agent shall have no obligation whatsoever Notwithstanding anything to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent contrary contained herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of careother Loan Document, disclosure or fidelity any upon request of the rightsBorrower in connection with any Disposition of any Collateral permitted by the Loan Documents (including, authorities without limitation Dispositions in compliance with Section 10.13 and powers granted withdrawals from Portfolio Collection Accounts in compliance with Section 5.04), the Administrative Agent shall within two (2) Business Days of such request by the Borrower (without notice to, or available vote or consent of, any Lender) take all such actions as shall be required to release its security interest in any such Collateral and provide evidence of such release reasonably satisfactory to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)Borrower.

Collateral Matters. (a) Each Lender Bank authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured CreditorsBanks. Each Lender Bank hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders Majority Banks in accordance with the provisions of this Credit Agreement or the Security Collateral Documents, and the exercise by the Required Lenders Majority Banks of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersBanks. The Administrative Agent and the Collateral Agent is are hereby authorized on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from any LenderBank, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders Banks hereby authorize the Administrative Agent and the Collateral Agent, at its their option and in its their discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral Collateral (i) upon termination of the Commitments and payment in full in cash and satisfaction of all of the Obligations (other than inchoate indemnification obligationsthose expressly stated to survive termination of this Agreement, the repayment of the Loans and the termination of the Commitments) at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or therebythereby (including any required Cash Collateralization), (ii) constituting property being sold or otherwise disposed of upon receipt of the proceeds of such sale required (if applicable) to Persons other than Silgan and its Subsidiaries) upon be delivered to the Administrative Agent if the Company certifies to the Administrative Agent that the sale or other disposition thereof is made in compliance with Section 9.028.02 (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or Majority Banks, unless such release is required to be approved by all of the Lenders hereunderBanks hereunder or (iv) constituting Cash, to Cash Equivalents or Qualifying Investments used for the extent required by Section 12.12(a)purposes set forth in Sections 8.01(g), (vm), (o) in connection with the release of Collateral provided in Section 8.15 or (viu); provided, that at the time of such release no Default or Event of Default shall have occurred and be continuing; and provided, further, that, with respect to clause (iv), at the time of such release or grant of Lien under Section 8.01(g), (m), (o) as otherwise may be expressly provided or (u), and after giving effect thereto, the Effective Amount of all Loans then outstanding plus the Effective Amount of all L/C Obligations plus the Effective Amount of all Outstanding Eligible ▇▇▇▇ does not exceed the Borrowing Base set forth in the relevant Security Documentsmost recent Borrowing Base Certificate delivered in accordance with Section 7.02(e). Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Administrative Agent's and the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 11.1010.10. (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, or consented to in writing by the Majority Banks or all of the Banks, as applicable and upon at least five (5) Business Days prior written request by the Company, the Collateral Agent shall (and is hereby irrevocably authorized by the Banks to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Administrative Agent and the Banks herein or pursuant to this Agreement upon the Collateral that was sold or transferred; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Company or any of its Restricted Subsidiaries in respect of) all interests retained by the Company or any of its Restricted Subsidiaries, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of collateral, or any foreclosure with respect to any of the collateral, the Administrative Agent and the Collateral Agent shall be authorized to deduct all of the expenses reasonably incurred from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent and the Collateral Agent shall have no obligation whatsoever to the Lenders Banks or to any other Person to assure that the Collateral exists or is owned by the Company or any Credit Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto to this Agreement have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent and the Collateral Agent in this Section 11.10 10.10 or to the Collateral Agent in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent and the Collateral Agent may act in any manner it they may deem appropriate, appropriate in its their sole discretion, given the Administrative Agent's and the Collateral Agent’s 's own interest in the Collateral as one of the Lenders Banks and that the Administrative Agent and the Collateral Agent shall have no duty or liability whatsoever to the LendersBanks, except for its their gross negligence or willful misconduct (misconduct; provided that the Administrative Agent has prepared for filing in the appropriate jurisdictions, financing statements, financing statements in lieu of continuation statements or amendments thereto, as determined by a court appropriate in the reasonable discretion of competent jurisdiction the Administrative Agent, and has arranged for appropriate recordation thereof in a final and non-appealable decision)each such jurisdiction.

Collateral Matters. (a) Each Lender authorizes The Lenders and directs the Collateral Agent to enter into the Security Documents for all other Secured Parties (by accepting the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (bCollateral) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretiondiscretion or in accordance with the instructions and Officers’ Certificates delivered to the Collateral Agent in connection therewith, to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral Loan Document (i) upon termination of the Commitments and payment and satisfaction in full of all of the Loan Obligations (other than inchoate contingent indemnification obligations) at any time arising under or in respect of this Agreement or obligations and expense reimbursement claims to the Credit Documents or the transactions contemplated hereby or therebyextent no claim therefor has been made), (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 9.01, (or all of the Lenders hereunder, iii) pursuant to the extent required by Section 12.12(a)), (v) in connection with Orders and/or the release of Collateral provided in Section 8.15 Security Documents or (viiv) as otherwise may be expressly provided in the relevant Security Documentspursuant to Section 9.19. Upon request by the Administrative Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of Collateral pursuant to property in accordance with this Section 11.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and Section; provided that the Collateral Agent shall have no duty rely conclusively on Officers’ Certificates and instructions delivered by the Borrower or liability whatsoever any other Credit Party in connection herewith. (d) Each Secured Party hereby further authorizes the Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Secured Parties, to be the agent for and representative of the Secured Parties with respect to the LendersOrders and/or the Security Documents. Subject to Section 9.01, except for its gross negligence without further written consent or willful misconduct authorization from any Secured Party, the Administrative Agent or Collateral Agent, as applicable, may (a) execute any documents or instruments necessary in connection with a disposition of assets to a Person that is not the Borrower or any Subsidiary permitted by this Agreement, (b) release any Lien encumbering any item of Collateral that is the subject of such disposition of assets to a Person that is not the Borrower or any Subsidiary or with respect to which Required Lenders (or such other Lenders as determined by a court of competent jurisdiction in a final and non-appealable decision)may be required to give such consent under Section 9.01) have otherwise consented or (c) release any Guarantor from the Guarantee with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 9.01) have otherwise consented.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or and the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. Without prejudice to the foregoing, each of the Administrative Agent and the Lenders hereby acknowledges, agrees and accepts that the Collateral Agent holds Collateral which is the subject of the UK Security Agreements as trustee for and on behalf of the Lenders in accordance with the terms of the declaration of trust set out in the UK Security Agreements and that the terms of its appointment, and such trust, shall be as set out (or referred to) in the UK Security Agreements and this Agreement. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments Total Revolving Loan Commitment (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan US Company and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.0210.03, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a13.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security Documents. Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to subordinate any Lien granted to Collateral Agent on Collateral if required by the holder of any Indebtedness (including Capitalized Lease Obligations) secured by Purchase Money Liens and Leases permitted hereunder or Liens permitted by Section 10.02(n). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.1012.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 12.10, or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) The Administrative Agent shall hold the benefit of the security interests created by the Luxembourg Security Documents as agent for the Secured Creditors in accordance with article 2 (4) of the Luxembourg law of 5 August 2005 on financial collateral arrangements.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the LendersSecured Parties, without the necessity of any notice to or further consent from any Lenderthe Secured Parties, from time to time prior to an Event of Defaulttime, to take any action actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest Acceptable Security Interests in and liens Liens upon the Collateral granted pursuant to the Security Documents, including but not limited to, the joinder documents required under Sections 5.6 and 5.7. Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action (other than enforcement actions requiring the consent of, or request by, the Majority Lenders as set forth in Section 7.2(c) or Section 7.3(c) above) in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Lenders under the Credit Documents or applicable Legal Requirement. (b) The Lenders hereby hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Collateral Agent, at its option and in its discretion, Administrative Agent to (i) release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (ia) upon termination of the Commitments and payment and satisfaction this Agreement, termination of all Swap Obligations with such Persons (other than as to which agreements satisfactory to the applicable Swap Counterparty have been made), termination of all Letters of Credit (other than Letters of Credit as to which other arrangements reasonably satisfactory to Issuing Lender have been made), and the payment in full of all outstanding Advances, Letter of Credit Obligations (other than inchoate indemnification obligationswith respect to Letters of Credit as to which other arrangements reasonably satisfactory to Issuing Lender have been made) and all other Secured Obligations payable under this Agreement and under any other Credit Document; (b) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Document; (c) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time arising thereafter (other than as a result of a Disposition not permitted under this Agreement); or (d) constituting property leased to any Credit Party under a lease which has expired or has been terminated in respect of a transaction permitted under this Agreement or the is about to expire and which has not been, and is not intended by such Credit Documents Party to be, renewed or the transactions contemplated hereby or thereby, extended; and (ii) constituting property being sold or otherwise disposed of release a Guarantor (to Persons other than Silgan and its Subsidiariesproperty) upon from its obligations under the sale or Guaranty and Security Document and any other disposition thereof in compliance with Section 9.02, applicable Credit Document if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement. (iiic) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders Secured Parties will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral property, or to release any Guarantor from its obligations under the Guaranty and Security Agreement pursuant to this Section 11.10. (c) The Collateral 8.7. Administrative Agent shall not be responsible for or have no obligation whatsoever a duty to ascertain or inquire into any representation or warranty regarding the Lenders existence, value or to collectability of the Collateral, the existence, priority or perfection of Administrative Agent’s Lien thereon, or any other Person to assure that the Collateral exists or is owned certificate prepared by any Credit Party in connection therewith, nor shall Administrative Agent be responsible or is cared for, protected or insured or that the Liens granted liable to the Collateral Agent herein Secured Parties or pursuant hereto have been properly any other Lender Party for any failure to monitor or sufficiently or lawfully created, perfected, protected or enforced or are entitled to maintain any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any portion of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or Collateral. (d) Notwithstanding anything contained in any of the Security DocumentsCredit Documents to the contrary, Credit Parties, Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranties, it being understood and agreed that in respect all powers, rights and remedies under the Guaranties and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Collateral, or any act, omission or event related thereto, Secured Parties in accordance with the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given terms hereof and the Collateral Agent’s own interest in other Credit Documents. (e) By accepting the Collateral as one benefit of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever Liens granted pursuant to the LendersSecurity Documents, except for its gross negligence or willful misconduct (as determined by a court each Secured Party hereby agrees to the terms of competent jurisdiction in a final and non-appealable decision)this Section 8.7.

Collateral Matters. (a) Each Lender Bank authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders Banks and the other Secured Creditors. Each Lender Bank hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders Banks in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders Banks of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersBanks. The Collateral Agent is hereby authorized on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from any LenderBank, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders Banks hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan the Company and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, 9.02 or (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders Banks (or unless such release is required to be approved by all of the Lenders Banks hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 11.1012.10. (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, or consented to in writing by the Required Banks, or all of the Banks, as applicable, and upon at least five (5) Business Days' (or such shorter period as is acceptable to the Collateral Agent) prior written request by the Company, the Collateral Agent shall (and is hereby irrevocably authorized by the Banks to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Banks herein or pursuant hereto upon the Collateral that was sold or transferred, provided, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse, representation or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Company or any of its Subsidiaries in respect of) all interests retained by the Company or any of its Subsidiaries, including, without limitation, the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any foreclosure or similar enforcement action with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all of the costs and expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders Banks or to any other Person to assure that the Collateral exists or is owned by the Company or any Credit Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 12.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s 's own interest in the Collateral as one of the Lenders Banks and that the Collateral Agent shall have no duty or liability whatsoever to the LendersBanks, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement for the benefit of the Lenders and the other Secured CreditorsParties. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement Agreement, the Security Documents or the Security DocumentsIntercreditor Agreement, and the exercise by the Agents or the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Defaulttime, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as applicable, in each case at its option and in its discretion, to release any Lien granted to or held by the Collateral such Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiariesa Loan Party) upon the sale or other disposition thereof in compliance with Section 9.02subsection 8.6, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereundersuch greater amount, to the extent required by Section 12.12(a)), (vsubsection 11.1) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent or the Collateral Agent, at any time, the Lenders will confirm in writing the Collateral such Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10subsection 10.9. (c) The Collateral No Agent shall have no any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by CCMGC or any Credit Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Agents in this Section 11.10 subsection 10.9 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral each Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral such Agent’s own interest in the Collateral as one of the Lenders Lender and that the Collateral no Agent shall have no any duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct misconduct. (d) The Collateral Agent may, and hereby does, appoint the Administrative Agent as determined by a court its agent for the purposes of competent jurisdiction in a final holding any Collateral and/or perfecting the Collateral Agent’s security interest therein and non-appealable decision)for the purpose of taking such other action with respect to the collateral as such Agents may from time to time agree.

Collateral Matters. (a) Each Lender Bank authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured CreditorsBanks. Each Lender Bank hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders Majority Banks in accordance with the provisions of this Credit Agreement or the Security Collateral Documents, and the exercise by the Required Lenders Majority Banks of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersBanks. The Administrative Agent and the Collateral Agent is are hereby authorized on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from any LenderBank, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders Banks hereby authorize the Administrative Agent and the Collateral Agent, at its their option and in its their discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral Collateral (i) upon termination of the Commitments and payment in full in cash and satisfaction of all of the Obligations (other than inchoate indemnification obligationsthose expressly stated to survive termination of this Agreement, the repayment of the Loans and the termination of the Commitments) at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or therebythereby (including any required Cash Collateralization), (ii) constituting property being sold or otherwise disposed of upon receipt of the proceeds of such sale required (if applicable) to Persons other than Silgan and its Subsidiaries) upon be delivered to the Administrative Agent if the Company certifies to the Administrative Agent that the sale or other disposition thereof is made in compliance with Section 9.028.02 (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or Majority Banks, unless such release is required to be approved by all of the Lenders hereunderBanks hereunder or (iv) constituting Cash, to Cash Equivalents or Qualifying Investments used for the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided purposes set forth in Section 8.15 8.01(u); provided that at the time of such release no Default or (vi) as otherwise may Event of Default shall have occurred and be expressly provided in the relevant Security Documentscontinuing. Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Administrative Agent's and the Collateral Agent’s 's authority or to release particular types or items of Collateral pursuant to this Section 11.1010.10. (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, or consented to in writing by the Majority Banks or all of the Banks, as applicable and upon at least five (5) Business Days, prior written request by the Company, the Collateral Agent shall (and is hereby irrevocably authorized by the Banks to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Administrative Agent and the Banks herein or pursuant to this Agreement upon the Collateral that was sold or transferred; provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Company or any of its Restricted Subsidiaries in respect of) all interests retained by the Company or any of its Restricted Subsidiaries, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of collateral, or any foreclosure with respect to any of the collateral, the Administrative Agent and the Collateral Agent shall be authorized to deduct all of the expenses reasonably incurred from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent and the Collateral Agent shall have no obligation whatsoever to the Lenders Banks or to any other Person to assure that the Collateral exists or is owned by the Company or any Credit Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto to this Agreement have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent and the Collateral Agent in this Section 11.10 10.10 or to the Collateral Agent in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent and the Collateral Agent may act in any manner it they may deem appropriate, appropriate in its their sole discretion, given the Administrative Agent's and the Collateral Agent’s 's own interest in the Collateral as one of the Lenders Banks and that the Administrative Agent and the Collateral Agent shall have no duty or liability whatsoever to the LendersBanks, except for its their gross negligence or willful misconduct (as determined by a court of competent misconduct; provided that the Administrative Agent has prepared for the Company's execution financing statements on form UCC-1 or UCC-3 in each jurisdiction in a final which the Company has advised the Administrative Agent that it has Collateral and non-appealable decision)has arranged for appropriate recordation thereof in each such jurisdiction.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Administrative Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured CreditorsParties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Majority Lenders in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Administrative Agent in this Section 11.10 8.08 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured CreditorsLenders. Each Lender hereby agrees, and each holder of any Revolving Note and Term Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Majority Lenders in accordance with the provisions of this Credit Agreement or the Security Collateral Documents, and the exercise by the Required Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments of all Lenders and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Credit Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (if the Borrower certifies to Persons other than Silgan and its Subsidiaries) upon the Agent that the sale or other disposition thereof is made in compliance with Section 9.029.6 hereof (and the Agent may rely conclusively on any such certificate, without further inquiry) or (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or Majority Lenders, unless such release is required to be approved by all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 11.10. (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Credit Agreement, or consented to in writing by the Majority Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days' prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; provided that (i) the Agent shall not be required to -------- execute any such document on terms which, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Agent shall be authorized to deduct all of the Expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower or any Credit Party Subsidiary or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s 's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Collateral Matters. (a) Each Lender and each Issuing Bank authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured Creditorssuch Person. Each Lender and each Issuing Bank hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 11.10, any action taken by the Required Majority Lenders in accordance with the provisions of this Credit Agreement or the Security Collateral Documents, and the exercise by the Required Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersLenders and all the Issuing Banks. The Collateral Agent is hereby authorized on behalf of all of the LendersLenders and all the Issuing Banks, without the necessity of any notice to or further consent from any Lender, Lender or any Issuing Bank from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders Each Lender and each Issuing Bank hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction in full in cash of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Credit Agreement or the other Credit Documents or the transactions contemplated hereby or therebythereby (or, in the case of outstanding Letters of Credit, cash collateralization in accordance with Section 3.3(e)), (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiariespursuant to the W▇▇▇▇▇▇ Sale, which shall be subject to satisfaction of clause (i) or (iii) hereof) upon receipt of the proceeds of such sale by the Agent, if the Funds Administrator certifies to the Agent that such sale or other disposition thereof is made in compliance with Section 9.028.5 (and the Agent may rely conclusively on any such certificate, without further inquiry), or (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (Majority Lenders, unless such release or subordination is required to be approved by all of the Lenders hereunderpursuant to Section 11.10; provided that, to in the extent required by Section 12.12(a)case of clauses (i) and (iii), (v) in connection with the such release of Collateral provided Liens shall not be effective unless and until the Agent shall have received adequate cash collateral in Section 8.15 its reasonable judgment to secure payment of the estimated amount of any known or (vi) as otherwise may be expressly provided in unliquidated Obligations that have been asserted by the relevant Security DocumentsAgent prior to such release. Upon request by the Administrative Agent at any time, the Lenders each Lender and each Issuing Bank will confirm in writing the Collateral Agent’s authority to release or subordinate particular types or items of Collateral pursuant to this Section 11.1010.10. (c) Upon any sale and transfer of Collateral (including pursuant to the W▇▇▇▇▇▇ Sale) which is expressly permitted pursuant to the terms of this Credit Agreement, or consented to in writing by the Majority Lenders (or all Lenders, if such release is required to be approved by all of the Lenders pursuant to Section 11.10), and upon at least five (5) Business Days’ prior written request by the Funds Administrator, the Agent shall (and is hereby irrevocably authorized by each Lender and each Issuing Bank, to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Agent, the Lenders and the Issuing Banks herein or pursuant hereto upon the Collateral that was sold or transferred; provided that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to or create any Liability or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of any Borrower or any Credit Party in respect of) all interests retained by any Borrower or any Credit Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Agent shall be authorized to deduct all of the Expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders any Lender, any Issuing Bank or to any other Person to assure that the Collateral exists or is owned by any Credit Party Borrower or any Subsidiary thereof or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 10.10 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to to, or during, an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral Credit Document (i) upon termination of the all Commitments and payment and satisfaction of all in full of the Obligations (other than inchoate contingent indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions trans-actions contemplated hereby or thereby, (ii) constituting property being that is sold or otherwise disposed dis-posed of (to Persons other than Silgan the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.028.03 or Section 8.06, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii)in connection with any Flag Jurisdiction Transfer; provided that the requirements thereof are satisfied by the relevant Credit Party, (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), 11.12) or (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of Collateral pursuant to this Section 11.1010.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 10.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (i) The Other Creditors shall not have any right whatsoever to do any of the following: (A) exercise any rights or remedies with respect to the Collateral or to direct any Agent to do the same, including, without limitation, the right to (1) enforce any Liens or sell or otherwise foreclose on any portion of the Collateral, (2) request any action, institute any proceedings, exercise any voting rights, give any instructions, make any election or make collections with respect to all or any portion of the Collateral or (3) release any Credit Party under any Credit Document or release any Collateral from the Liens of any Security Document or consent to or otherwise approve any such release; (B) demand, accept or obtain any Lien on any Collateral (except for Liens arising under, and subject to the terms of, the Credit Documents); (C) vote in any case concerning any Credit Party under the Bankruptcy Code or any other proceeding under any reorganization, arrangement, adjudication of debt, relief of debtors, dissolution, insolvency, liquidation or similar proceeding in respect of the Credit Parties or any of their respective Subsidiaries (any such proceeding, for purposes of this clause (d)(i)(C), a “Bankruptcy Proceeding”) with respect to, or take any other actions concerning the Collateral; (D) receive any proceeds from any sale, transfer or other disposition of any of the Collateral (except in accordance with this Agreement); (E) oppose any sale, transfer or other disposition of the Collateral; (F) object to any debtor-in-possession financing in any Bankruptcy Proceeding which is provided by one or more Lenders among others (including on a priming basis under Section 364(d) of the Bankruptcy Code); (G) object to the use of cash collateral in respect of the Collateral in any Bankruptcy Proceeding; or (H) seek, or object to the Lenders or any Agent seeking on an equal and ratable basis, any adequate protection or relief from the automatic stay with respect to the Collateral in any Bankruptcy Proceeding. (i) Each Other Creditor, by its acceptance of the benefits of this Agreement and the other Credit Documents, agrees that in exercising rights and remedies with respect to the Collateral, the Agents and the Lenders, with the consent of the Agents, may enforce the provisions of the Credit Documents and exercise remedies thereunder (or refrain from enforcing rights and exercising remedies), all in such order and in such manner as they may determine in the exercise of their sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to collect, sell, dispose of or otherwise realize upon all or any part of the Collateral, to incur expenses in connection with such collection, sale, disposition or other realization and to exercise all the rights and remedies of a secured lender under the UCC. The Other Creditors by their acceptance of the benefits of this Agreement and the other Credit Documents hereby agree not to contest or otherwise challenge any such collection, sale, disposition or other realization of or upon all or any of the Collateral. Whether or not a Bankruptcy Proceeding has been commenced, the Other Creditors shall be deemed to have consented to any sale or other disposition of any property, business or assets of the Credit Parties and the release of any or all of the Collateral from the Liens of any Security Document in connection therewith. (ii) To the maximum extent permitted by law, each Other Creditor waives any claim it might have against the Agents or the Lenders with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of any Agent or the Lenders or their respective directors, officers, employees or agents with respect to any exercise of rights or remedies under the Credit Documents or any transaction relating to the Collateral (including, without limitation, any such exercise described in Section 10(d)(ii)), except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person. To the maximum extent permitted by applicable law, none of either Agent or any Lender or any of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Borrower, any Subsidiary of the Borrower, any Other Creditor or any other Person or to take any other action or forbear from doing so whatsoever with regard to the Collateral or any part thereof, except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs the Collateral Administrative Agent to enter into the Security Collateral Documents for the benefit of the Lenders such Lender and the other Secured CreditorsL/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.01, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersLenders and the L/C Issuer. The Collateral Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the LendersL/C Issuer, without the necessity of any notice to or further consent from any Lender, Lender or the L/C Issuer from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders Each Lender and the L/C issuer hereby irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by the Collateral Administrative Agent upon under any Collateral Loan Document (iA) upon termination of the Aggregate Revolving Commitments and payment and satisfaction in full in cash of all of the Obligations (other than inchoate (x) Secured Hedge Obligations, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligationsobligations not yet accrued and payable) at any time arising under and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and the L/C Issuer shall have been made), (B) that is sold or to be sold as part of or in respect of this Agreement connection with any sale expressly permitted hereunder or the Credit Documents or the transactions contemplated hereby or therebyunder any other Loan Document, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iiiC) subject to a Permitted Lien pursuant to Sections 9.01(viii)Section 10.01, (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders Lenders, or (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (vD) in connection with the release any foreclosure sale or other disposition of Collateral provided in after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents7.01(i). Upon request by the Administrative Agent at any time, each Lender and the Lenders L/C Issuer will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 11.109.12. (c) The Subject to Section 9.12(b), Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Administrative Agent for the benefit of the Secured Parties pursuant to the applicable Collateral Document upon the applicable Collateral; provided that (i) Administrative Agent shall not be required to execute any such document on terms which, in Administrative Agent’s opinion, would expose Administrative Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of any Loan Party or any other Credit Party in respect of) all interests retained by any Loan Party or any other Credit Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) Administrative Agent shall have no obligation whatsoever to any Lender, the Lenders L/C Issuer or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Administrative Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Administrative Agent in this Section 11.10 9.12 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Administrative Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, except in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Administrative Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request therefor shall deliver such Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions. (f) The parties hereto acknowledge that Borrower may, from time to time and for any reason, request Administrative Agent to terminate any Limited Grantor Security Agreement and release the Lien granted to Administrative Agent under such Limited Grantor Security Agreement in the collateral described therein. Such request must be made in writing and shall specify the Limited Grantor Security Agreement to be so terminated. Provided that (i) Administrative Agent shall have received from Borrower (A) the request referred to in the first sentence of this subsection (f) and (B) an updated and fully completed Borrowing Base Certificate (for avoidance of doubt, all Specified Accounts in respect of such Limited Grantor Security Agreement and the Limited Grantor party thereto shall not constitute Eligible Accounts Receivable for purposes of such Borrowing Base Certificate), (ii) such Borrowing Base Certificate shall demonstrate to the satisfaction of Administrative Agent that, after giving immediate effect to the termination of such Limited Grantor Security Agreement to be so terminated and the release of such Liens, the Total Revolving Outstandings does not exceed the lesser of (x) the Aggregate Revolving Commitments then in effect and (y) the Borrowing Base as shown in such Borrowing Base Certificate, and (iii) both immediately prior and after giving effect to such termination and release, no Event of Default shall exist or result therefrom, Administrative Agent shall, and each Lender and the L/C Issuer hereby irrevocably authorizes and directs Administrative Agent to, execute and deliver to the applicable Loan Party a termination/release agreement, in form and substance reasonably satisfactory to Administrative Agent, pursuant to which Administrative Agent shall terminate the applicable Limited Grantor Security Agreement and release the Liens granted to it under the applicable Limited Grantor Security Agreement. (g) Each Lender and the L/C Issuer hereby irrevocably authorize Administrative Agent, at its gross negligence option and in its discretion, to enter into any amendment, modification or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)waiver with respect to any Limited Grantor Security Agreement.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured Creditorssuch Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinout in Section 10.01, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth out herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized by all Lenders on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, Lender from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders Each Lender hereby authorize the Collateral irrevocably authorizes Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral Loan Document (i) upon termination of the Aggregate Commitments and payment and satisfaction in full of all of the Obligations (other than inchoate contingent indemnification obligations) at any time arising under and the expiration or in respect termination of this Agreement or the Credit Documents or the transactions contemplated hereby or therebyall Letters of Credit, (ii) constituting property being that is sold or otherwise disposed to be sold as part of (to Persons or in connection with any sale permitted hereunder or under any other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02Loan Document, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii)Section 10.01, (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders Lenders, or (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (viv) in connection with the release any foreclosure sale or other disposition of Collateral provided in Section 8.15 after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or (vi) as otherwise may be expressly provided in held by Agent under any Loan Document to the relevant Security Documentsholder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, the Lenders each Lender will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 11.109.12. (c) The Collateral Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to the Lenders any Lender or to any other Person to assure that the Collateral exists or is owned by Borrower or any Credit other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 9.12 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ security interest in assets which, except for its gross negligence in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the other Secured Creditorssuch Lender. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.01, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, Lender from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders Each Lender hereby authorize the Collateral irrevocably authorizes Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral Loan Document (iA) upon termination of the Commitments and payment and satisfaction in full of all of the Obligations (other than inchoate contingent indemnification obligations), (B) at any time arising under that is sold or to be sold as part of or in respect of this Agreement connection with any sale permitted hereunder or the Credit Documents or the transactions contemplated hereby or therebyunder any other Loan Document, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iiiC) subject to a Permitted Lien pursuant to Sections 9.01(viii)Section 10.01, (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders Lenders, or (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (vD) in connection with the release any foreclosure sale or other disposition of Collateral provided in Section 8.15 after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or (vi) as otherwise may be expressly provided in held by Agent under any Loan Document to the relevant Security Documentsholder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, the Lenders each Lender will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 11.109.10. (c) The Collateral Subject to subsection (b) above, Agent shall (and is hereby irrevocably authorized by each Lender, to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to the Lenders any Lender or to any other Person to assure that the Collateral exists or is owned by Borrower or any Credit other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 9.10 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ security interest in assets which, except for its gross negligence in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and each Bank Product Provider authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders Lenders, each Bank Product Provider and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof Bank Product Provider will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersLenders and each Bank Product Provider. The Collateral Agent is hereby authorized on behalf of all of the LendersLenders and each Bank Product Provider, without the necessity of any notice to or further consent from any LenderLender or any Bank Product Provider, from time to time prior to the occurrence and continuance of an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents (if and to the extent such security interest is required to be perfected pursuant to such Security Documents). (b) The Lenders and each Bank Product Provider hereby authorize the Collateral Agent, at its option and in its discretion, to release (or subordinate) any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan the Borrower and its Restricted Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)12.12), (viv) owned by a Subsidiary Guarantor upon release of such Subsidiary Guarantor from its obligations under its Subsidiaries Guaranty in connection accordance with the release of Collateral provided in Section 8.15 or terms thereof, (viv) as otherwise may be expressly provided in the relevant Security DocumentsDocuments or the last sentence of each of Sections 9.01 and 9.02 or (vi) upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the requirements of Section 8.14, with respect to Collateral of such Restricted Subsidiary. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release (or subordinate) particular types or items of Collateral pursuant to this Section 11.10. (c) Anything contained in any of the Credit Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, the Collateral Agent and each Lender hereby agree (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to agree) that (i) no Secured Creditor shall have any right individually to realize upon any of the Collateral or to enforce any Subsidiaries Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Credit Documents may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, for the benefit of the Secured Creditors in accordance with the terms hereof and thereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Creditors in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code,) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Creditors (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders Secured Creditors or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the LendersSecured Creditors, except for its gross negligence negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Term Collateral Agent to enter into the Security Documents Documents, the Intercreditor Agreement, and any Replacement Intercreditor Agreement for the benefit of the Lenders and the other Secured CreditorsParties. Each Lender hereby agrees, and each holder of any Term Loan Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Term Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement or Agreement, the Security Documents, the Intercreditor Agreement or any Replacement Intercreditor Agreement, and the exercise by the Agents or the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent and the Term Collateral Agent is are hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Defaulttime, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Administrative Agent and the Term Collateral Agent, as applicable, in each case at its option and in its discretion, to (A) release any Lien granted to or held by the Collateral such Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiariesa Loan Party) upon the sale or other disposition thereof in compliance with Section 9.02subsection 7.4, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereundersuch greater amount, to the extent required by Section 12.12(a)), (vsubsection 10.1) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security DocumentsDocuments or (B) enter into any intercreditor agreement on behalf of, and binding with respect to, the Lenders and their interest in designated assets, to give effect to any Special Purpose Financing, including to clarify the respective rights of all parties in and to designated assets. Upon request by the Administrative Agent or the Term Collateral Agent, at any time, the Lenders will confirm in writing the Collateral such Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10subsection 9.9. (c) The Lenders hereby authorize the Administrative Agent and the Term Collateral Agent, as the case may be, in each case at its option and in its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by subsection 10.17. Upon request by any Agent, at any time, the Lenders will confirm in writing the Administrative Agent’s and the Term Collateral Agent’s authority under this subsection. (d) No Agent shall have no any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower or any Credit Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Agents in this Section 11.10 subsection 9.9 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral each Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral such Agent’s own interest in the Collateral as one of the Lenders Lender and that the Collateral no Agent shall have no any duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct misconduct. (e) The Term Collateral Agent may, and hereby does, appoint the Administrative Agent as determined by a court its agent for the purposes of competent jurisdiction in a final holding any Collateral and/or perfecting the Term Collateral Agent’s security interest therein and non-appealable decision)for the purpose of taking such other action with respect to the Collateral as such Agents may from time to time agree.

Collateral Matters. (a) Each Lender Secured Creditor hereby authorizes and directs the Administrative Agent or the Collateral Agent Agent, as applicable, to enter into the Guaranty, the Security Documents and the Initial Intercreditor Agreement and Other Intercreditor Agreements for the benefit of the Lenders and the other Secured CreditorsCreditors (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Credit Party of any Permitted Pari Passu Refinancing Debt or any Permitted Junior Priority Refinancing Debt, in order to permit such Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Credit Documents)); provided, that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations with respect to any Term Secured Hedging Agreement. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, Agent to release or subordinate, as applicable, any Lien granted to or held by the Collateral Agent upon any Collateral (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any Term Secured Hedging Agreement) (i) upon termination of the Commitments Total Commitment and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligationsand reimbursement obligations and other than obligations in respect of any Term Secured Hedging Agreement) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, whether or not on the date of such release there may be outstanding Obligations in respect of Term Secured Hedging Agreements, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan Holdings and its Subsidiariesthe Qualified Credit Parties) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)12.12), (v) in connection with the release of Collateral provided in Section 8.15 or (viiv) as otherwise may be expressly provided in the relevant Security Documents, in the Initial Intercreditor Agreement and Other Intercreditor Agreements or the last sentence of each of Sections 9.01 and 9.02, (v) constituting property following or concurrently with a sale or other disposition (to Persons other than Holdings and the Qualified Credit Parties) of a Subsidiary of Holdings in compliance with Section 9.02, constituting property owned by such Subsidiary or (vi) constituting property subject to (or which will become subject to promptly following such release) Liens pursuant to Section 9.01(f) or (m), and the Collateral Agent shall promptly, at the written request of the Borrower, release or subordinate, as applicable, the Collateral Agent’s Liens on such property; provided, that the Borrower has delivered to the Collateral Agent a certificate executed by an Authorized Officer of the Borrower certifying that the applicable transaction is permitted under the Credit Documents (and the Lenders hereby authorize and direct the Collateral Agent to conclusively rely on such certificate in performing their obligations under this sentence). The Lenders hereby further authorize the Administrative Agent to release from its Guaranty any Guarantor that becomes an Excluded Subsidiary (provided that no such release shall occur if such Guarantor became an Excluded Subsidiary solely as a result of such Guarantor becoming a Non-Wholly-Owned Subsidiary of Holdings in connection with the transfer of a portion of the equity interests of such Guarantor to a non-Credit Party unless (A) the transaction pursuant to which such Guarantor became a Non-Wholly-Owned Subsidiary of Holdings is entered into (1) for a bona fide business purpose with a third party that is not an Affiliate of any Credit Party, (2) for Fair Market Value, and (3) for the avoidance of doubt, not for the primary purpose of causing such release, (B) after giving pro forma effect to such release and the consummation of the transaction that causes such Guarantor to be released, the Borrower is deemed to have made a new Investment in such Person (as if such Person were then newly acquired) and such Investment is permitted at such time, (C) such Guarantor does not (1) own any Material Intellectual Property or have any exclusive license to any Material Intellectual Property or (2) own any equity interests of any person that owns any Material Intellectual Property or is the exclusive licensee of any Material Intellectual Property, (D) no Event of Default shall have occurred and be continuing or would otherwise immediately result therefrom, and (E) an Authorized Officer of the Borrower certifies to the Administrative Agent compliance with preceding clauses (A), (B), (C) and (D) (it being understood that this proviso shall not limit the release of any Guarantor that otherwise qualifies as an Excluded Subsidiary for reasons other than not being a Non-Wholly-Owned Subsidiary of Holdings), or any Subsidiary of Holdings upon the sale or other disposition thereof in its entirety (to Persons other than Holdings and its Subsidiaries) in compliance with Section 9.02 or with respect to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 12.12) have otherwise consented, and the Administrative Agent shall, at the written request of the Borrower, release such Guarantor from its Guaranty; provided, further, that no such release shall occur if such Credit Party continues to be a guarantor in respect of any Other Term Loans, any Incremental Term Loans, any Permitted Pari Passu Refinancing Debt, any Permitted Junior Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt or any Permitted Refinancing in respect of any of the foregoing. Notwithstanding anything to the contrary contained herein or any other Credit Document, when all Obligations (other than inchoate indemnification and reimbursement obligations and obligations in respect of any Term Secured Hedging Agreement) have been paid in full and all Commitments have terminated or expired, upon request of the Borrower, the Administrative Agent shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any Term Secured Hedging Agreement) take such actions as shall be required to release all guarantee obligations provided for in any Credit Document, whether or not on the date of such release there may be outstanding Obligations in respect of Term Secured Hedging Agreements. Any such release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (c) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 11.10. (cd) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may agrees to act at the direction of the Required Lenders, and pending any such direction, in any manner that it may deem appropriate, in its sole discretion, given appropriate so long as not adverse to the Collateral Agent’s own interest in the Collateral as one interests of the Lenders Lenders, and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender Secured Party hereby irrevocably authorizes and directs the Collateral Administrative Agent to enter into the Security Documents for the benefit of the Lenders and the other such Secured CreditorsParty. Each Lender Secured Party hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.1, any action taken by the Required Lenders Majority Lenders, in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersSecured Parties. The Collateral Administrative Agent is hereby authorized (but not obligated) on behalf of all of the LendersSecured Parties, without the necessity of any notice to or further consent from any Lender, Secured Party from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Documents which that may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders Each Secured Party hereby irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by the Collateral Administrative Agent upon under any Collateral Loan Document (i1) upon termination of the all Commitments and payment and satisfaction in full of all of the Obligations (other than inchoate contingent indemnification obligations) at any time arising under and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and LC Issuer shall have been made), (2) that is Disposed of or to be Disposed of as part of or in respect of this Agreement connection with any sale 113 CREDIT AGREEMENT or other Disposition permitted under the Credit Documents or the transactions contemplated hereby or therebyLoan Documents, (ii) constituting property being sold or otherwise disposed of (to Persons other than Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii3) subject to a Permitted Lien pursuant to Sections 9.01(viii)Section 10.1, (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders Majority Lenders, or (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v4) in connection with the release any foreclosure sale or other disposition of Collateral provided in Section 8.15 after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or (vi) as otherwise may be expressly provided in held by Administrative Agent under any Loan Document to the relevant Security Documentsholder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, the Lenders each Secured Party will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 11.109.12, provided that the absence of any such confirmation for whatever reason shall not affect Administrative Agent’s rights under this Section 9.12. (c) The Collateral Subject to subsection (b) above, Administrative Agent shall (and is hereby irrevocably authorized by each Secured Party to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Administrative Agent for the benefit of Administrative Agent and Secured Parties herein or pursuant hereto upon the applicable Collateral; provided that (i) Administrative Agent shall not be required to execute any such document on terms that, in Administrative Agent’s opinion, would expose Administrative Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Restricted Person in respect of) all interests retained by Borrower or any other Restricted Person, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) Administrative Agent shall have no obligation whatsoever to the Lenders any Secured Party or to any other Person to assure that the Collateral exists or is owned by Borrower or any Credit Party other Restricted Person or is cared for, protected or insured or that the Liens granted to the Collateral Administrative Agent herein or in any of the Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Administrative Agent in this Section 11.10 9.12 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Administrative Agent shall have no duty or liability whatsoever to Secured Parties. (e) Each Secured Party hereby appoints each other Lender as agent for the Lenderspurpose of perfecting such Secured Party’s security interest in assets that, except for its gross negligence in accordance with Article 9 of the UCC, can be perfected only by possession. Should any Secured Party (other than Administrative Agent) obtain possession of any such Collateral, such Secured Party shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request therefor shall deliver such Collateral to Administrative Agent or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)accordance with Administrative Agent’s instructions.