Common use of Adverse Change, etc Clause in Contracts

Adverse Change, etc. (a) On the Effective Date, nothing shall have occurred since March 31, 2000 (and the Lenders shall not have become aware of any facts or conditions not previously known) which the Administrative Agent or the Required Lenders shall determine has, or could reasonably be expected to have, a material adverse effect on the rights or remedies of the Administrative Agent or the Lenders, or on the ability of any Credit Party to perform its Obligations to the Administrative Agent and the Lenders or which has, or could reasonably be expected to have, a materially adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of Holdings and its Subsidiaries taken as a whole. (b) On or prior to the Effective Date, all necessary governmental (domestic and foreign) and material third party approvals in connection with the Holdings IPO, the Repurchase, the Synthetic Lease Financing and the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes materially adverse conditions upon the consummation of the Holdings IPO, the Repurchase, the Synthetic Lease Financing or the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein. Additionally, there shall not exist any judgment, order, injunction or other restraint of any governmental authority issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the consummation of the Holdings IPO, the Repurchase, the Synthetic Lease Financing, the other transactions contemplated by the Credit Documents or the making of the Loans. (c) On the Effective Date, there shall not have occurred and be continuing any material adverse change to the syndication market for credit facilities similar in nature to this Agreement and there shall not have occurred and be continuing a material disruption or a material adverse change in financial, banking or capital markets that would have a material adverse effect on the syndication, in each case as determined by the Administrative Agent in its reasonable discretion.

Adverse Change, etc. (a) On or prior to the Effective Initial Borrowing Date, nothing shall have occurred since March 31, 2000 (and (x) neither the Lenders Agents nor the Banks shall not have become aware of any facts or conditions not previously knowndisclosed to them and (y) no information previously submitted by or on behalf of the Borrower to the Agents (including, without limitation, financial, accounting and tax information) shall be inaccurate, incomplete or misleading) which the Administrative Agent or the Required Lenders shall determine has(in any such case) has had, or could reasonably be expected to have, a material adverse effect on the rights or remedies of the Administrative Agent or the Lenders, Transaction or on the ability of any Credit Party to perform its Obligations to the Administrative Agent and the Lenders or which has, or could reasonably be expected to have, a materially adverse effect on the business, operations, property, assets, liabilitiesoperations, liabilities or financial condition (financial or otherwise) or prospects of Holdings the Borrower, Red Lion and its their respective Subsidiaries taken as a whole. (b) On or prior All necessary governmental approvals and/or consents (other than approvals and/or consents required to effect the Effective Datetransfer of liquor licenses), all necessary governmental shareholder and board of director approvals and/or consents and the approval of the lenders to Red Lion Inns Operating, L.P. (domestic or the written acknowledgment by such lenders that such approval is not necessary or the issuance of an opinion of counsel of the Borrower, satisfactory in form and foreign) and material third party approvals substance to the Agents, that no such approval is necessary), in each case in connection with the Holdings IPO, the Repurchase, the Synthetic Lease Financing Transaction and the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes materially adverse conditions upon upon, the consummation of the Holdings IPO, the Repurchase, the Synthetic Lease Financing Transaction or the other transactions contemplated by the Credit Documents and or otherwise referred to herein or therein. Additionally, there shall not exist any judgment, order, injunction or other restraint of any governmental authority issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the consummation of the Holdings IPO, the Repurchase, the Synthetic Lease Financing, Transaction or the other transactions contemplated by the Credit Documents or the making of the LoansDocuments. (c) On or prior to the Effective Initial Borrowing Date, there shall not have occurred and be continuing any material adverse change to the syndication market for credit facilities similar in nature to this Agreement and there shall not have occurred and be continuing a material disruption of or a material adverse change in financial, banking or capital markets that would have a material adverse effect on the syndication, in each case successful syndication of the Commitments as determined by the Administrative Agent Agents in its their reasonable discretion. The Borrower and Red Lion shall have fully cooperated in the Agents' syndication efforts, including, without limitation, by promptly providing the Agents with all information deemed necessary by the Agents to successfully complete such syndication.

Adverse Change, etc. (a) On Except (i) as related to the Effective Datefiling of the Cases and (ii) as otherwise disclosed in reports and statements previously provided to the Administrative Agent or in any filings with the SEC, since December 31, 2000, nothing shall have occurred since March 31, 2000 (and neither the Lenders Administrative Agent nor any Lender shall not have become aware of any facts or conditions not previously known, whether as a result of their due diligence investigations or otherwise) which the Administrative Agent or the Required Lenders shall determine has(i) has had, or could reasonably be expected to have, a material adverse effect on the rights or remedies of the Administrative Agent Lenders or the LendersAdministrative Agent, or on the ability of any Credit Party to perform its Obligations obligations to the Administrative Agent and the Lenders them hereunder or which hasunder any other Credit Document or (ii) has had, or could reasonably be expected to have, a materially material adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of Holdings the Borrower or of the Borrower and its Subsidiaries taken as a whole. (b) On or prior to the Effective Closing Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents (including, without limitation, all FCC approvals and/or consents) in connection with the Holdings IPO, the Repurchase, the Synthetic Lease Financing and the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes materially adverse conditions upon the consummation of the Holdings IPO, the Repurchase, the Synthetic Lease Financing or the other transactions contemplated by the Credit Documents and or otherwise referred to herein or therein. Additionally, there shall not exist any judgment, order, injunction or other restraint of any governmental authority issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the consummation of the Holdings IPO, the Repurchase, the Synthetic Lease Financing, the other transactions contemplated by the Credit Documents or the making of the Loansotherwise referred to herein or therein. (c) On As of the Effective Closing Date, there shall not have occurred and be continuing occurred, in the judgment of the Administrative Agent, any material adverse change to the syndication market for credit facilities similar in nature to this Agreement and there shall not have occurred and be continuing a material disruption or a material adverse change in the financial, banking or capital markets that would have a material adverse effect on the syndication, in each case as determined by the Administrative Agent in its reasonable discretionmarket conditions generally.

Adverse Change, etc. (ai) On the Effective DateSince December 31, 2009, nothing shall have occurred since March 31, 2000 (and neither any Agent nor the Lenders shall not have become aware of any facts or conditions not previously known) which the Administrative any Agent or the Required Lenders shall determine hashas had, or could reasonably be expected to have, (i) a material adverse effect on (x) the rights or remedies of the Administrative Agent or the Lenders, Lenders hereunder or on under the other Credit Documents or (y) the ability of any Credit Party to perform its Obligations obligations to the Administrative Agent and or the Lenders hereunder or which has, under the other Credit Documents or could reasonably be expected to have, (ii) a materially adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of Holdings and its Subsidiaries taken as a wholeMaterial Adverse Effect. (bii) On or prior to the Effective Initial Borrowing Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with the Holdings IPO, the Repurchase, the Synthetic Lease Financing and the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes materially adverse conditions upon the consummation of the Holdings IPO, the Repurchase, the Synthetic Lease Financing or the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein. Additionally, there shall not exist any judgment, order, injunction or other restraint of any governmental authority issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the consummation of the Holdings IPO, the Repurchase, the Synthetic Lease Financing, the other transactions contemplated by the Credit Documents or Documents, the making of the LoansLoans or issuance of any Letters of Credit. (ciii) On No consents or approvals shall be required to be obtained by Silgan from the Effective Date, there shall not have occurred and be continuing any material adverse change to holders of the syndication market for credit facilities similar 6-3/4% Senior Subordinated Debentures or the Senior Notes in nature to connection with the entering into of this Agreement or any of the other documents referred herein (including, without limitation, any of the Security Documents) and there shall not have occurred the incurrence of all Loans hereunder. The full amount of the Loans may be incurred under the 6-3/4% Senior Subordinated Debenture Indenture and be continuing a material disruption or a material adverse change in financial, banking or capital markets that would have a material adverse effect on the syndication, in each case as determined by Senior Notes Indenture and all Obligations incurred hereunder and under the other Credit Documents constitute “Senior Indebtedness” and “Designated Senior Indebtedness” for purposes of the 6-3/4% Senior Subordinated Debenture Indenture. The Administrative Agent shall have received evidence (including appropriate legal opinions and a certificate of the chief financial officer or treasurer of Silgan) in its reasonable discretionform, scope and substance reasonably satisfactory to it that the matters set forth in this clause (iii) have been satisfied.

Adverse Change, etc. (a) On the Effective DateSince February 28, 1997, nothing shall have occurred since March 31, 2000 (and neither the Lenders Agent nor the Banks shall not have become aware of any facts or conditions not previously known, whether as a result of their due diligence investigations or otherwise) which the Administrative Agent or the Required Lenders Banks shall reasonably determine has(a) has had, or could reasonably be expected to have, a material adverse effect on the rights or remedies of the Administrative Agent Banks or the LendersAgent, or on the ability of any Credit Party to perform its Obligations obligations to the Administrative Agent and the Lenders them hereunder or which hasunder any other Credit Document or (b) has had, or could reasonably be expected to have, a materially material adverse effect on the Transaction or on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of Holdings and its Subsidiaries taken as a whole. (b) On or prior to the Effective Initial Borrowing Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with the Holdings IPO, the Repurchase, the Synthetic Lease Financing Transaction and the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein shall have been obtained and remain in effecteffect (other than certain third party approvals and consents with respect to the Acquisition the failure to obtain could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Acquisition or on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of Holdings and its Subsidiaries taken as a whole) and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes materially adverse conditions upon upon, the consummation of the Holdings IPO, the Repurchase, the Synthetic Lease Financing Transaction or the other transactions contemplated by the Credit Documents and or otherwise referred to herein or therein. Additionally, there shall not exist any judgment, order, injunction or other restraint of any governmental authority issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon upon, or materially delaying, or making economically unfeasible, the consummation of the Holdings IPO, the Repurchase, the Synthetic Lease Financing, Transaction or the other transactions contemplated by the Credit Documents or the making of the Loansotherwise required to be consummated herein or therein. (c) On the Effective Date, there shall not have occurred and be continuing any material adverse change to the syndication market for credit facilities similar in nature to this Agreement and there shall not have occurred and be continuing a material disruption or a material adverse change in financial, banking or capital markets that would have a material adverse effect on the syndication, in each case as determined by the Administrative Agent in its reasonable discretion.

Adverse Change, etc. (a) On the Effective Initial Borrowing Date, nothing shall have occurred since March 31September 30, 2000 1997 (and the Lenders Banks shall not have become aware of any facts or conditions not previously known) which the Administrative Agent or the Required Lenders Banks shall determine has, or could reasonably be expected to have, a material adverse effect on the rights or remedies of the Administrative Agent or the LendersBanks, or on the ability of any Credit Party to perform its Obligations to the Administrative Agent and the Lenders Banks or which has, or could reasonably be expected to have, a materially adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of Holdings and its Subsidiaries taken as a whole. (b) On or prior to the Effective Initial Borrowing Date, all necessary governmental (domestic and foreign) and material third party approvals in connection with the Holdings IPO, the Repurchase, the Synthetic Lease Financing Transaction and the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes materially adverse conditions upon the consummation of the Holdings IPO, the Repurchase, the Synthetic Lease Financing Transaction or the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein. Additionally, there shall not exist any judgment, order, injunction or other restraint of any governmental authority issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the consummation of the Holdings IPO, the Repurchase, the Synthetic Lease FinancingTransaction, the other transactions contemplated by the Credit Documents or the making of the Loans. (c) On the Effective Initial Borrowing Date, there shall not have occurred and be continuing any material adverse change to the syndication market for credit facilities similar in nature to this Agreement and there shall not have occurred and be continuing a material disruption or a material adverse change in financial, banking or capital markets that would have a material adverse effect on the syndication, in each case as determined by the Administrative Agent in its reasonable discretion.

Adverse Change, etc. (ai) On the Effective DateSince December 31, 2001, nothing shall have occurred since March 31, 2000 (and neither any Agent nor the Lenders shall not have become aware of any facts or conditions not previously known) which the Administrative any Agent or the Required Lenders shall determine hashas had, or could reasonably be expected to have, (i) a material adverse effect on (x) the rights or remedies of the Administrative Agent or the Lenders, Lenders hereunder or on under the other Credit Documents or (y) the ability of any Credit Party to perform its Obligations obligations to the Administrative Agent and or the Lenders hereunder or which has, under the other Credit Documents or could reasonably be expected to have, (ii) a materially adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of Holdings and its Subsidiaries taken as a wholeMaterial Adverse Effect. (bii) On or prior to the Effective Initial Borrowing Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with the Holdings IPO, the Repurchase, the Synthetic Lease Financing and the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes materially adverse conditions upon the consummation of the Holdings IPO, the Repurchase, the Synthetic Lease Financing or the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein. Additionally, there shall not exist any judgment, order, injunction or other restraint of any governmental authority issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the consummation of the Holdings IPO, the Repurchase, the Synthetic Lease Financing, the other transactions contemplated by the Credit Documents or Documents, the making of the LoansLoans or issuance of any Letters of Credit. (ciii) On No consents or approvals shall be required to be obtained by Silgan from the Effective Date, there shall not have occurred and be continuing any material adverse change to holders of the syndication market for credit facilities similar 9% Senior Subordinated Debentures in nature to connection with the entering into of this Agreement or any of the other documents referred herein (including, without limitation, any of the Security Documents) and there the incurrence of all Loans hereunder. The full amount of the Loans may be incurred under the 9% Senior Subordinated Debenture Indenture and all Obligations incurred hereunder and under the other Credit Documents constitute "Senior Indebtedness" and "Designated Senior Indebtedness" for purposes of the 9% Senior Subordinated Debenture Indenture. The Agents shall not have occurred received evidence (including appropriate legal opinions and be continuing a material disruption certificate of the chief financial officer or a material adverse change treasurer of Silgan) in financialform, banking or capital markets scope and substance reasonably satisfactory to them that would the matters set forth in this clause (iii) have a material adverse effect on the syndication, in each case as determined by the Administrative Agent in its reasonable discretionbeen satisfied.

Adverse Change, etc. (a) On Since March 28, 1998 (or, in the case of Power Ten and its Subsidiaries, since September 30, 1997) and except as (and to the extent) disclosed in writing to the Agent and the Banks prior to the Restatement Effective Date, nothing shall have occurred since March 31, 2000 (and neither the Lenders Agent nor the Banks shall not have become aware of any facts or conditions not previously known) which the Administrative Agent or the Required Lenders Banks shall reasonably determine has(a) has had, or could reasonably be expected to have, a material adverse effect on the rights or remedies of the Administrative Agent Banks or the LendersAgent, or on the ability of any Credit Party to perform its Obligations obligations to the Administrative Agent and the Lenders them hereunder or which hasunder any other Credit Document or (b) has had, or could reasonably be expected to have, a materially material adverse effect on the Transaction or on the business, operations, property, assets, liabilities, liabilities or condition (financial or otherwise) or prospects of Holdings and its Subsidiaries taken as a whole or Power Ten and its Subsidiaries taken as a whole. (b) On or prior to the Restatement Effective Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with the Holdings IPO, the Repurchase, the Synthetic Lease Financing Transaction and the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes materially adverse conditions upon upon, the consummation of the Holdings IPO, the Repurchase, the Synthetic Lease Financing Transaction or the other transactions contemplated by the Credit Documents and or otherwise referred to herein or therein. Additionally, there shall not exist any judgment, order, injunction or other restraint of any governmental authority issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon upon, or materially delaying, or making economically unfeasible, the consummation of the Holdings IPO, the Repurchase, the Synthetic Lease Financing, Transaction or the other transactions contemplated by the Credit Documents or the making of the Loansotherwise required to herein or therein. (c) On the Effective Date, there shall not have occurred and be continuing any material adverse change to the syndication market for credit facilities similar in nature to this Agreement and there shall not have occurred and be continuing a material disruption or a material adverse change in financial, banking or capital markets that would have a material adverse effect on the syndication, in each case as determined by the Administrative Agent in its reasonable discretion.

Adverse Change, etc. (a) On or prior to the Effective REIT Conversion -------------------- Date, nothing shall have occurred since March 31, 2000 (and neither the Lenders Administrative Agent nor the Banks shall not have become aware of any facts or conditions not previously known) which the Administrative Agent or the Required Lenders Banks shall reasonably determine has(a) has had, or could reasonably be expected to have, a material adverse effect on the rights or remedies of the Administrative Agent Banks or the LendersAdministrative Agent, or on the ability of any Credit Party to perform its Obligations obligations to the Administrative Agent and the Lenders them hereunder or which hasunder any other Credit Document or (b) has had, or could reasonably be expected to have, a materially material adverse effect on the REIT Transaction or on the business, operations, property, assets, liabilities, condition (financial xxxxx- cial or otherwise) or prospects of Holdings, the Borrower, Holdings and its Subsidiaries taken as a whole or the Borrower and its Subsidiaries taken as a whole. (b) On or prior to the Effective REIT Conversion Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents (including shareholder and board of director consents) in connection with the Holdings IPO, the Repurchase, the Synthetic Lease Financing REIT Transaction and the other transactions contemplated by the Credit REIT Transaction Documents and otherwise referred to herein or therein shall have been obtained and remain in effect, effect and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes materially adverse conditions upon upon, the consummation of the Holdings IPO, the Repurchase, the Synthetic Lease Financing REIT Transaction or the other transactions contemplated by the Credit REIT Transaction Documents and or otherwise referred to herein or thereintherein (other than any immaterial approvals and/or consents relating to the REIT Transaction and the other transactions contemplated by the REIT Transaction Documents). Additionally, there shall not exist any judgment, order, injunction or other restraint of any governmental authority issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon upon, or materially delaying, or making economically unfeasible, the consummation of the Holdings IPO, the Repurchase, the Synthetic Lease Financing, REIT Transaction or the other transactions contemplated by the Credit REIT Transaction Documents or the making of the Loansotherwise required to be consummated herein or therein. (c) On the Effective Date, there shall not have occurred and be continuing any material adverse change to the syndication market for credit facilities similar in nature to this Agreement and there shall not have occurred and be continuing a material disruption or a material adverse change in financial, banking or capital markets that would have a material adverse effect on the syndication, in each case as determined by the Administrative Agent in its reasonable discretion.

Adverse Change, etc. (a) On the Effective DateSince October 31, 1998, nothing shall have occurred since March 31, 2000 (and neither the Lenders Administrative Agent nor the Banks shall not have become aware of any facts or conditions not previously known) which the Administrative Agent or the Required Lenders Banks shall reasonably determine has(a) has had, or could reasonably be expected to have, a material adverse effect on the rights or remedies of the Administrative Agent Banks or the LendersAdministrative Agent, or on the ability of any Credit Party to perform its Obligations obligations to the Administrative Agent and the Lenders them hereunder or which hasunder any other Credit Document or (b) has had, or could reasonably be expected to have, a materially material adverse effect on the Transaction or on the business, operations, property, assets, liabilities, liabilities or condition (financial or otherwise) or prospects of Holdings the Borrower and its Subsidiaries taken as a whole. (b) On or prior to the Effective Initial Borrowing Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with the Holdings IPO, the Repurchase, the Synthetic Lease Financing Transaction and the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein shall have been obtained and remain in effecteffect (other than any novations or consents that may be required as a result of the Recapitalization in connection with any of the Borrower's government contracts or subcontracts thereunder), and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes materially adverse conditions upon upon, the consummation of the Holdings IPO, the Repurchase, the Synthetic Lease Financing Transaction or the other transactions contemplated by the Credit Documents and or otherwise referred to herein or therein. Additionally, there shall not exist any judgment, order, injunction or other restraint of any governmental authority issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon upon, or materially delaying, or making economically unfeasible, the consummation of the Holdings IPO, the Repurchase, the Synthetic Lease Financing, Transaction or the other transactions contemplated by the Credit Documents or the making of the Loansotherwise required to herein or therein. (c) On the Effective Date, there shall not have occurred and be continuing any material adverse change to the syndication market for credit facilities similar in nature to this Agreement and there shall not have occurred and be continuing a material disruption or a material adverse change in financial, banking or capital markets that would have a material adverse effect on the syndication, in each case as determined by the Administrative Agent in its reasonable discretion.

Adverse Change, etc. (ai) On the Effective DateSince December 31, 1996, nothing shall have occurred since March 31, 2000 (and neither the Lenders Co-Arrangers nor the Banks shall not have become aware of any facts or conditions not previously known) which the Administrative Agent Co-Arrangers or the Required Lenders Banks shall determine has, or could reasonably be expected to have, a material adverse effect on the rights or remedies of the Administrative Agent Agent, the Co-Arrangers or the LendersBanks, or on the ability of any Credit Party to perform its Obligations obligations to the Administrative Agent Agent, the Co-Arrangers and the Lenders Banks or which has, or could reasonably be expected to have, a materially adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of Holdings Silgan and its Subsidiaries taken as a whole. (bii) On or prior to the Effective Initial Borrowing Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with the Holdings IPO, the Repurchase, the Synthetic Lease Financing and the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes materially adverse conditions upon the consummation of the Holdings IPO, the Repurchase, the Synthetic Lease Financing or the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein. Additionally, there shall not exist any judgment, order, injunction or other restraint of any governmental authority issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the consummation of the Holdings IPO, the Repurchase, the Synthetic Lease Financing, the other transactions contemplated by the Credit Documents or Documents, the making of the LoansLoans or issuance of any Letters of Credit. (ciii) On No consents or approvals shall be required to be obtained by Silgan from the Effective Date, there shall not have occurred and be continuing any material adverse change to holders of the syndication market for credit facilities similar Subordinated Exchange Debentures or the 9% Senior Subordinated Debentures in nature to connection with the entering into of this Agreement or any of the other documents referred herein (including, without limitation, any of the Security Documents) and there the incurrence of all Loans hereunder. The full amount of the Loans may be incurred under the Subordinated Exchange Debentures and the 9% Senior Subordinated Debentures, and all Obligations incurred hereunder and under the other Credit Documents constitute "senior indebtedness" for purposes of the Subordinated Exchange Debentures and the 9% Senior Subordinated Debentures. The Co-Arrangers shall not have occurred received evidence (including appropriate legal opinions and be continuing a material disruption or a material adverse change certificate of the chief financial officer of Silgan) in financialform, banking or capital markets scope and substance reasonably satisfactory to them that would the matters set forth in this clause (iii) have a material adverse effect on the syndication, in each case as determined by the Administrative Agent in its reasonable discretionbeen satisfied.

Adverse Change, etc. (a) On the Effective Initial Borrowing Date, -------------------- nothing shall have occurred since March 311, 2000 1997 (and the Lenders Banks shall not have become aware of any facts no facts, conditions or conditions other information not previously known) ), which the Administrative an Agent or the Required Lenders shall determine has, or Banks reasonably believe could reasonably be expected to have, have a material adverse effect on the rights or remedies of the Administrative any Agent or the LendersBanks, or on the ability of the Parent, the Borrower or any Credit Party of their respective Subsidiaries to perform its Obligations their respective obligations to the Administrative Agent Agents and the Lenders Banks or which has, the Agents or could the Required Banks reasonably be expected to have, believe would have a materially material adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of Holdings the Parent, the Borrower or any such Person and its Subsidiaries taken as a whole, in each case after giving effect to the consummation of the Transaction. (b) On or prior to the Effective Initial Borrowing Date, all necessary governmental (domestic and foreign) ), regulatory and material third party approvals and/or consents in connection with the Holdings IPOTransaction, the Repurchase, the Synthetic Lease Financing and the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein shall have been obtained and remain in effect, full force and all applicable waiting periods effect and evidence thereof shall have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes materially adverse conditions upon been provided to the consummation of the Holdings IPO, the Repurchase, the Synthetic Lease Financing or the other transactions contemplated by the Credit Documents and otherwise referred to herein or thereinAdministrative Agent. Additionally, there shall not exist any judgment, order, injunction or other restraint of any governmental authority issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon upon, or materially delaying, or making economically unfeasible, the consummation of the Holdings IPO, Transaction or the Repurchase, the Synthetic Lease Financing, the other transactions contemplated by the Credit Documents or the making of the Loansthis Agreement. (c) On the Effective Date, there There shall not have occurred and be continuing any been no material adverse change change, after March 19, 1998 and prior to the completion as determined by the Agents of the primary syndication of the Loans, to the syndication market for credit facilities similar in nature to this Agreement the credit facilities contemplated herein, and there shall not have occurred and be continuing during such period a material disruption of or a material adverse change in financial, banking or capital markets that would have a material adverse effect on the primary syndication, in each case as determined by the Administrative Agent Agents in its their reasonable discretion. The Parent and the Borrower shall have fully cooperated in the syndication efforts, including, without limitation, by promptly providing the Agents with all information deemed reasonably necessary by them to successfully complete the syndication.

Adverse Change, etc. (ai) On the Effective DateSince December 31, 2004, nothing shall have occurred since March 31, 2000 (and neither any Agent nor the Lenders shall not have become aware of any facts or conditions not previously known) which the Administrative any Agent or the Required Lenders shall determine hashas had, or could reasonably be expected to have, (i) a material adverse effect on (x) the rights or remedies of the Administrative Agent or the Lenders, Lenders hereunder or on under the other Credit Documents or (y) the ability of any Credit Party to perform its Obligations obligations to the Administrative Agent and or the Lenders hereunder or which has, under the other Credit Documents or could reasonably be expected to have, (ii) a materially adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of Holdings and its Subsidiaries taken as a wholeMaterial Adverse Effect. (bii) On or prior to the Effective Initial Borrowing Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with the Holdings IPO, the Repurchase, the Synthetic Lease Financing and the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes materially adverse conditions upon the consummation of the Holdings IPO, the Repurchase, the Synthetic Lease Financing or the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein. Additionally, there shall not exist any judgment, order, injunction or other restraint of any governmental authority issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the consummation of the Holdings IPO, the Repurchase, the Synthetic Lease Financing, the other transactions contemplated by the Credit Documents or Documents, the making of the LoansLoans or issuance of any Letters of Credit. (ciii) On No consents or approvals shall be required to be obtained by Silgan from the Effective Date, there shall not have occurred and be continuing any material adverse change to holders of the syndication market for credit facilities similar 6-3/4% Senior Subordinated Debentures in nature to connection with the entering into of this Agreement or any of the other documents referred herein (including, without limitation, any of the Security Documents) and there shall not have occurred the incurrence of all Loans hereunder. The full amount of the Loans may be incurred under the 6-3/4% Senior Subordinated Debenture Indenture and be continuing a material disruption or a material adverse change in financial, banking or capital markets that would have a material adverse effect on all Obligations incurred hereunder and under the syndication, in each case as determined by other Credit Documents constitute "Senior Indebtedness" and "Designated Senior Indebtedness" for purposes of the 6-3/4% Senior Subordinated Debenture Indenture. The Administrative Agent shall have received evidence (including appropriate legal opinions and a certificate of the chief financial officer or treasurer of Silgan) in its reasonable discretionform, scope and substance reasonably satisfactory to it that the matters set forth in this clause (iii) have been satisfied.