Common use of Buyer Guarantee Clause in Contracts

Buyer Guarantee. (a) Silgan hereby guarantees to the Seller Indemnitees the payment in full of all amounts: (i) when due and owing by Buyers under this Agreement and any amendments thereto, including Buyers’ obligations to indemnify the Seller Indemnitees in accordance with ARTICLE 8; (ii) the Buyer Termination Fee if such fee becomes payable pursuant to Section 7.3, subject to the other terms and conditions of this Agreement; and (iii) incurred by any Seller Indemnitee in connection with any Litigation initiated to enforce the provisions of this Section 9.1 to the extent that such Seller Indemnitee is the prevailing party (collectively, the “Buyer Obligations” and each, individually, a “Buyer Obligation”). (b) Silgan covenants and agrees that if at any time any Buyer defaults in the payment of any Buyer Obligation, Silgan shall promptly, upon notice from Seller, pay, or cause the payment of, such Buyer Obligation. (c) The obligations of Silgan under this Section 9.1 are absolute and unconditional, present and continuing, and shall not be affected, modified, impaired or prejudiced upon the happening from time to time of any one or more of the following events: (i) the extension of time for payment of any amounts due or of the time for performance of any of the Buyer Obligations; (ii) the modification or amendment (whether material or otherwise) of any of the Buyer Obligations; (iii) the failure, omission, delay or lack on the part of Seller to enforce, ascertain or exercise any right, power or remedy under or pursuant to the terms of this Agreement or any other document contemplated by this Agreement (iv) the fact that Silgan may at any time in the future dispose of all or any part of its interest in any Buyer; or (v) the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization or other similar or dissimilar failure or financial disability of any Buyer. (d) Silgan irrevocably and absolutely waives any and all right of subrogation, contribution, indemnification, reimbursement or similar rights against each Buyer with respect to the guaranty provided in this Section 9.1, whether such rights arise under an express or implied Contract or by operation of Law, it being the intention of Silgan and Seller that Silgan shall not be deemed to be a “creditor” (as defined in Section 101 of the U.S. Bankruptcy Code or any other applicable Law) of any Buyer by reason of the existence of this Agreement in the event that such Buyer becomes a debtor in any proceeding under the U.S. Bankruptcy Code or any other applicable Law. In addition, Silgan will not exercise any rights which it may acquire by way of subrogation under this guaranty by any payment made hereunder or otherwise, until all of the Buyer Obligations shall have indefeasibly been paid or performed in full. If any amount shall be paid to Silgan on account of such subrogation rights at any time when all the Buyer Obligations shall not have been indefeasibly paid or performed in full, such amount shall be held in trust for the benefit of Seller and shall forthwith be paid to Seller and applied to such liabilities and obligations, whether matured or unmatured.

Buyer Guarantee. (a) Silgan Buyer Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Seller and the Seller Indemnitees Company the due, full and punctual payment in full and performance of all amounts: covenants, obligations, liabilities and agreements of Buyer hereunder (i) when due and owing by Buyers under this Agreement and any amendments thereto, including Buyers’ obligations to indemnify the Seller Indemnitees in accordance with ARTICLE 8; (ii) the Buyer Termination Fee if such fee becomes payable pursuant to Section 7.3“Guaranteed Obligations”), subject to the other terms and conditions hereunder. If, for any reason whatsoever, Buyer fails or is unable to duly, punctually and fully pay or perform the Guaranteed Obligations, Buyer Guarantor will forthwith pay in lawful currency of the United States, or perform or cause to be performed, the Guaranteed Obligations. The foregoing obligation of Buyer Guarantor constitutes a continuing guarantee of payment and performance (not of collection), and is and shall be absolute and unconditional under any and all circumstances, including circumstances which might otherwise constitute a legal or equitable discharge of a guarantor or surety and including any amendment, extension, modification or waiver of any of the Guaranteed Obligations or any insolvency, bankruptcy, liquidation or dissolution of Buyer or any assignment thereby. Buyer Guarantor hereby irrevocably waives (to the fullest extent permitted by applicable Law) notice of acceptance of this Agreement; guaranty and notice of any liability to which it may apply, and waives promptness, diligence, presentment, demand or payment, protest, notice of dishonor or nonpayment, suit, filing objections with a court, any right to require proceeding first against Buyer (iii) incurred including initiating a Proceeding against Buyer), any right to require the prior disposition of the assets of Buyer to meet any of its obligations hereunder or the taking of any other action by any Seller Indemnitee and the Group Companies and all demands whatsoever. The guaranty set forth in connection with any Litigation initiated to enforce the provisions of this Section 9.1 to 10.20(a) will remain in full force and effect, and will be binding upon Buyer Guarantor, until all of the extent that such Seller Indemnitee is the prevailing party (collectively, the “Buyer Obligations” and each, individually, a “Buyer Obligation”)Guaranteed Obligations have been satisfied. (b) Silgan covenants Buyer Guarantor hereby represents and agrees that if at any time any Buyer defaults in the payment of any Buyer Obligation, Silgan shall promptly, upon notice from Seller, pay, or cause the payment of, such Buyer Obligation. (c) The obligations of Silgan under this Section 9.1 are absolute and unconditional, present and continuing, and shall not be affected, modified, impaired or prejudiced upon the happening from time warrants to time of any one or more of the following eventsSeller that: (i) Buyer Guarantor is a legal entity duly organized, validly existing and in good standing under the extension Laws of time for payment its jurisdiction of any amounts due or of the time for performance of any of the Buyer Obligationsorganization; (ii) the modification or amendment (whether material or otherwise) of any of the Buyer ObligationsGuarantor has all requisite power and authority and has taken all limited partnership action necessary in order to execute, deliver and perform its obligations under this Agreement; (iii) No material notices to, filings with, or authorizations, consents or approvals of any Governmental Entity are necessary for the failureexecution, omissiondelivery or performance of this Agreement. Neither the execution, delay or lack on the part of Seller to enforce, ascertain or exercise any right, power or remedy under or pursuant to the terms delivery and performance by Buyer Guarantor of this Agreement nor the consummation by Buyer Guarantor of the transactions contemplated thereby will (A) conflict with or result in any breach of any provision of Buyer Guarantor’s Governing Documents, (B) result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any material Contract to which Buyer Guarantor is a party, other than violations, breaches, accelerations or defaults which would not, or would not be reasonably likely to, have a material effect on Buyer’s ability to execute, deliver and perform its obligations under this Agreement or (C) violate any material Law or Order of any Governmental Entity applicable to Buyer Guarantor or any other document contemplated by this Agreementof its properties or assets; (iv) This Agreement has been duly executed and delivered by Buyer Guarantor and is a valid and binding agreement of Buyer Guarantor, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the fact that Silgan may at any time in the future dispose enforcement of all or any part creditors’ rights and subject to general principles of its interest in any Buyerequity; orand (v) Buyer Guarantor has, and will cause Buyer to have at the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization or other similar or dissimilar failure or financial disability of any Buyer. (d) Silgan irrevocably and absolutely waives any Closing and all right other relevant subsequent times thereafter, sufficient funds to consummate the transactions contemplated by this Agreement and pay and perform all obligations of subrogationBuyer hereunder, contribution, indemnification, reimbursement or similar rights against each including to pay the fees and expenses of Buyer with respect related to the guaranty provided in this Section 9.1, whether such rights arise under an express or implied Contract or by operation of Law, it being the intention of Silgan and Seller that Silgan shall not be deemed to be a “creditor” (as defined in Section 101 of the U.S. Bankruptcy Code or any other applicable Law) of any Buyer by reason of the existence of this Agreement in the event that such Buyer becomes a debtor in any proceeding under the U.S. Bankruptcy Code or any other applicable Law. In addition, Silgan will not exercise any rights which it may acquire by way of subrogation under this guaranty by any payment made hereunder or otherwise, until all of the Buyer Obligations shall have indefeasibly been paid or performed in full. If any amount shall be paid to Silgan on account of such subrogation rights at any time when all the Buyer Obligations shall not have been indefeasibly paid or performed in full, such amount shall be held in trust for the benefit of Seller and shall forthwith be paid to Seller and applied to such liabilities and obligations, whether matured or unmaturedtransactions contemplated hereby.

Buyer Guarantee. (a) Silgan Buyer hereby irrevocably, absolutely and unconditionally guarantees (as the primary obligor and not merely as surety) to the Seller Indemnitees Sellers the payment in prompt and full discharge by the Merger Sub of all amounts: (i) when due each of the Merger Sub’s covenants, agreements, obligations and owing by Buyers liabilities under this Agreement and any amendments thereto, including Buyers’ obligations to indemnify the Seller Indemnitees in accordance with ARTICLE 8; (ii) the Buyer Termination Fee if such fee becomes payable pursuant to Section 7.3, subject to the other terms and conditions of this Agreement; and (iii) incurred by any Seller Indemnitee in connection with any Litigation initiated to enforce the provisions of this Section 9.1 to the extent that such Seller Indemnitee is the prevailing party (collectively, the “Buyer Merger Sub Obligations” and each, individually, a “Buyer Obligation”), in accordance with the terms hereof. The Buyer acknowledges and agrees that, with respect to all the Merger Sub Obligations to pay money pursuant to this Agreement, such guaranty shall be a guaranty of payment and performance and not of collection and shall not be conditioned or contingent upon the pursuit of any remedies against Merger Sub. For the avoidance of doubt, the Merger Sub Obligations that are guaranteed by Buyer under this Agreement do not include any of Merger Sub’s covenants, agreements, obligations or liabilities under the Promissory Notes and nothing contained in this Agreement shall be construed to expand Buyer’s limited recourse guarantee of Merger Sub’s covenants, agreements, obligations and liabilities under the Promissory Notes pursuant to the terms thereof. (b) Silgan covenants Buyer hereby irrevocably, absolutely and unconditionally guarantees (as the primary obligor and not merely as surety) to the Sellers the prompt and full discharge by the Surviving Company of its covenants, agreements, obligations and liabilities under this Agreement (collectively, the “Surviving Company Obligations”), in accordance with the terms hereof. The Buyer acknowledges and agrees that if at any time any Buyer defaults in that, with respect to all the payment of any Buyer Obligation, Silgan shall promptly, upon notice from Seller, pay, or cause the payment ofSurviving Company Obligations to pay money pursuant to this Agreement, such Buyer Obligation. (c) The obligations guaranty shall be a guaranty of Silgan under this Section 9.1 are absolute payment and unconditional, present performance and continuing, not of collection and shall not be affected, modified, impaired conditioned or prejudiced contingent upon the happening from time to time pursuit of any one or more remedies against Surviving Company. For the avoidance of doubt, the following events: (i) the extension of time for payment of any amounts due or of the time for performance of Surviving Company Obligations that are guaranteed by Buyer under this Agreement do not include any of the Buyer Obligations; (ii) Surviving Company’s covenants, agreements, obligations or liabilities under the modification or amendment (whether material or otherwise) of any Promissory Notes and nothing contained in this Agreement shall be construed to expand Buyer’s limited recourse guarantee of the Buyer Obligations; (iii) Surviving Company’s covenants, agreements, obligations and liabilities under the failure, omission, delay or lack on the part of Seller to enforce, ascertain or exercise any right, power or remedy under or Promissory Notes pursuant to the terms of this Agreement or any other document contemplated by this Agreement (iv) the fact that Silgan may at any time in the future dispose of all or any part of its interest in any Buyer; or (v) the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization or other similar or dissimilar failure or financial disability of any Buyerthereof. (d) Silgan irrevocably and absolutely waives any and all right of subrogation, contribution, indemnification, reimbursement or similar rights against each Buyer with respect to the guaranty provided in this Section 9.1, whether such rights arise under an express or implied Contract or by operation of Law, it being the intention of Silgan and Seller that Silgan shall not be deemed to be a “creditor” (as defined in Section 101 of the U.S. Bankruptcy Code or any other applicable Law) of any Buyer by reason of the existence of this Agreement in the event that such Buyer becomes a debtor in any proceeding under the U.S. Bankruptcy Code or any other applicable Law. In addition, Silgan will not exercise any rights which it may acquire by way of subrogation under this guaranty by any payment made hereunder or otherwise, until all of the Buyer Obligations shall have indefeasibly been paid or performed in full. If any amount shall be paid to Silgan on account of such subrogation rights at any time when all the Buyer Obligations shall not have been indefeasibly paid or performed in full, such amount shall be held in trust for the benefit of Seller and shall forthwith be paid to Seller and applied to such liabilities and obligations, whether matured or unmatured.

Buyer Guarantee. (a) Silgan hereby 13.1 In consideration of the Seller entering into this Agreement, the Buyer Guarantor irrevocably and unconditionally guarantees to the Seller Indemnitees (and to each of its Affiliates) as a continuing and primary obligation (and not a mere surety), the payment in full due and punctual payment, performance and observance by the Buyer of all amounts: (i) when due and owing by Buyers of the obligations, undertakings and/or liabilities of the Buyer under or in connection with this Agreement and or any amendments thereto, including Buyers’ obligations other Transaction Document to indemnify the Seller Indemnitees which it is a party in accordance with ARTICLE 8; (ii) the Buyer Termination Fee if such fee becomes payable pursuant to Section 7.3, subject to the other terms and conditions of this Agreement; and (iii) incurred by any Seller Indemnitee in connection with any Litigation initiated to enforce the provisions of this Section 9.1 to the extent that such Seller Indemnitee is the prevailing party thereof (collectively, the “Buyer Guaranteed Obligations” and each, individually, a “Buyer Obligation”). (b) Silgan covenants and agrees that if at any time any . The Buyer defaults in Guarantor shall pay to the payment of any Buyer Obligation, Silgan shall promptly, upon notice from Seller, pay, or cause the payment of, such Buyer Obligation. (c) The obligations of Silgan under this Section 9.1 are absolute and unconditional, present and continuing, and shall not be affected, modified, impaired or prejudiced upon the happening Seller from time to time on demand in writing any sum of any one money which is at that time due and payable by the Buyer to the Seller pursuant to the Guaranteed Obligations and which has not been paid at the time the demand is made. 13.2 The Buyer Guarantor’s liability under Clause 13.1 shall not be discharged or more of the following eventsimpaired by: (ia) the extension of time for payment of any amounts due amendment, variation or of the time for performance of any of the Buyer Obligations; (ii) the modification or amendment (whether material or otherwise) of any of the Buyer Obligations; (iii) the failure, omission, delay or lack on the part of Seller to enforce, ascertain or exercise any right, power or remedy under or pursuant to the terms assignment of this Agreement or any other document contemplated by this AgreementTransaction Document or any waiver of their respective terms; (ivb) time or other indulgence being granted to the fact that Silgan may at any time in the future dispose of all Buyer or any part of its interest in any Buyer; orthird party; (vc) the bankruptcy, insolvency, any winding up, dissolution, liquidationreconstruction, administrationlegal limitation, reorganization incapacity or lack of corporate power or authority or other similar circumstances affecting the Buyer (or dissimilar failure or financial disability of any Buyer.act taken by the Seller in relation to any such event); or (d) Silgan irrevocably and absolutely waives any and all right of subrogationother act, contributionomission, indemnification, reimbursement event or similar rights against each Buyer with respect circumstance (whether or not known to the guaranty provided in Buyer, the Seller or the Buyer Guarantor) which but for this Section 9.1Clause might prejudice or otherwise affect the liability of the Buyer Guarantor under this Clause 13 or any of the rights, whether such rights arise under an express powers or implied Contract remedies conferred upon the Buyer or the Seller or by operation of Law, it being the intention of Silgan and Seller that Silgan shall not be deemed to be a “creditor” (as defined in Section 101 law. 13.3 In consideration of the U.S. Bankruptcy Code Seller entering into this Agreement, as a separate, additional continuing and primary obligation, the Buyer Guarantor undertakes to indemnify the Seller and its Affiliates against any costs or losses suffered or incurred by any of them as a result of any failure by the Buyer to properly and punctually perform and observe the Guaranteed Obligations or by the Buyer Guarantor to properly and punctually perform and observe its obligations, undertakings and/or liabilities under this Agreement and any other applicable LawTransaction Document to which it is a party. 13.4 The Seller’s Affiliates shall be entitled to enforce this Clause 13 under the Contracts (Rights of Third Parties) of any Xxx 0000. 13.5 The Buyer by reason of Guarantor warrants to the existence Seller on the date of this Agreement in and on the event that such Buyer becomes Closing Date that: (a) it is a debtor in any proceeding company incorporated and validly existing under the U.S. Bankruptcy Code or any other applicable Law. In addition, Silgan will not exercise any rights laws of its jurisdiction of incorporation; (b) the execution and delivery of each Transaction Document to which it may acquire is a party and the completion of the transactions contemplated thereby have, where required, been duly and validly authorised by way of subrogation under this guaranty by any payment made hereunder the Buyer Guarantor and no other proceedings or otherwise, until all actions on the part of the Buyer Obligations shall have indefeasibly been paid or performed in full. If any amount shall be paid Guarantor are required to Silgan on account authorise its execution and performance of each such subrogation rights at any time when all Transaction Document; (c) the obligations of the Buyer Obligations shall not Guarantor in each Transaction Document to which it is a party are enforceable in accordance with their terms; and (d) no order has been made, petition presented or resolution passed for its winding up, and no administrator or any receiver or manager has been appointed by any person in respect of it or all or any of its assets, and, so far as it is aware, no steps have been indefeasibly paid taken to initiate any such appointment and no voluntary arrangement has been proposed, and it has not become subject to any analogous proceedings, appointments or performed in full, such amount shall be held in trust for arrangements under the benefit laws of Seller and shall forthwith be paid to Seller and applied to such liabilities and obligations, whether matured or unmaturedany applicable jurisdiction.

Buyer Guarantee. 15.1 In consideration of the Sellers entering into this Agreement, the Guarantor irrevocably and unconditionally: (a) Silgan hereby guarantees to each Seller the Seller Indemnitees due and punctual performance and discharge by the payment in full Buyer of all amounts: obligations and liabilities (iincluding without limitation the obligation to pay the Consideration) when due and owing by Buyers under this Agreement and any amendments thereto, including Buyers’ obligations to indemnify the Seller Indemnitees in accordance with ARTICLE 8; (ii) the Buyer Termination Fee if such fee becomes payable pursuant to Section 7.3, subject to the other terms and conditions of this Agreement; and (iii) incurred by any Seller Indemnitee in connection with any Litigation initiated to enforce the provisions of this Section 9.1 to the extent that such Seller Indemnitee is the prevailing party (collectivelytogether, the “Buyer "Guaranteed Obligations” and each, individually, a “Buyer Obligation”").; (b) Silgan covenants and agrees that undertakes to each Seller that, if at any time any the Buyer defaults for any reason in the payment performance of any Buyer Guaranteed Obligation, Silgan the Guarantor shall promptlyimmediately on demand perform (or procure the performance of) and satisfy (or procure the satisfaction of) such Guaranteed Obligation in the manner set out in this Agreement as if it were the principal obligor, upon notice from Seller, pay, or cause so that the payment of, same benefits shall be conferred on each Seller as would have been conferred on such Buyer Obligation.Seller had such Guaranteed Obligation been duly performed and satisfied by the Buyer; and (c) The obligations agrees, as an independent and primary obligation, to indemnify and keep indemnified each Seller against all direct losses (of Silgan under this Section 9.1 are absolute whatever nature), costs, claims, demands, expenses and unconditional, present and continuing, and shall not be affected, modified, impaired other liabilities which such Seller incurs or prejudiced upon the happening suffers from time to time arising out of any one or more of the following eventsin connection with: (i) the extension of time for payment of any amounts due or of the time for performance of any failure of the Buyer Obligations;to perform or discharge any Guaranteed Obligation; or (ii) any Guaranteed Obligation being or becoming illegal, invalid or unenforceable on any grounds, including all reasonable and documented legal and other costs and expenses incurred as a consequence of or which would not have arisen but for any such failure or circumstance. 15.2 The guarantee and indemnity in this clause 15 shall be a continuing security until the modification performance and discharge in full of the Guaranteed Obligations and shall extend to all of the Guaranteed Obligations, regardless of any intermediate payment or amendment discharge. 15.3 The Guarantor’s obligations to the Sellers under this clause 15 shall not be affected by any act, omission, matter or circumstance which, but for this clause 15, would reduce, release or prejudice any such obligations (whether material or otherwisenot known to the Buyer or any Seller). 15.4 Without prejudice to the generality of clause 15.3, the Guarantor expressly confirms that the Guarantor's obligations to the Sellers under this clause 15 shall not be reduced, discharged, impaired or adversely affected by reason of: (a) of any time, indulgence, waiver or concession which the Sellers may grant to the Buyer or any other person; (b) the insolvency, liquidation or winding up of the Buyer Obligations;or the Guarantor or any compromise or arrangement with creditors affecting the Buyer or the Guarantor; ACTIVE/110746680.7 (iiic) the failureany termination, omissionamendment, delay variation, release, novation, supplement, restatement or lack on the part replacement (however fundamental) of Seller or to enforcethis Agreement, ascertain or exercise any right, power or remedy under or pursuant to the terms of this Agreement or any other document contemplated by this Agreement (iv) the fact that Silgan may at any time in the future dispose of all or any part of its interest in terms or of any BuyerGuaranteed Obligation; or (va) any claim or enforcement of payment from the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization or other similar or dissimilar failure or financial disability of any Buyer. (d) Silgan irrevocably and absolutely waives any and all right of subrogation, contribution, indemnification, reimbursement or similar rights against each Buyer with respect to the guaranty provided in this Section 9.1, whether such rights arise under an express or implied Contract or by operation of Law, it being the intention of Silgan and Seller that Silgan shall not be deemed to be a “creditor” (as defined in Section 101 of the U.S. Bankruptcy Code or any other applicable Law) person. 15.5 The Guarantor waives any right it may have of first requiring the Sellers (or any person acting on behalf of any of them) to proceed against, enforce or make a demand in respect of any other rights or security or claim payment from any other person before claiming from the Guarantor under this clause 15. 15.6 Until all sums owing to the Sellers by the Buyer by reason under the Transaction Documents have been paid in full, the Guarantor shall not, and shall procure that no other member of the existence Buyer's Group shall, take, exercise or receive the benefit of this Agreement any security or other right or benefit (whether by set-off, counterclaim, subrogation, indemnity, proof in liquidation or otherwise and whether from contribution or otherwise) from or against the event that such Buyer becomes a debtor in any proceeding under the U.S. Bankruptcy Code or any other applicable Law. In addition, Silgan will not exercise person in respect of any rights which it may acquire liability of or payment by way of subrogation the Guarantor under or in connection with this clause 15. 15.7 The total amount recoverable by the Sellers from the Guarantor under this guaranty by any payment made hereunder or otherwise, until all clause 15 shall not exceed the aggregate amount of the Buyer Obligations Consideration together with a further sum for reasonable and documented legal and other costs and expenses pursuant to clause 15.1(c) as shall have indefeasibly been paid accrued or performed in full. If any amount shall be paid accrue to Silgan on account of such subrogation rights the Sellers at any time when all before or after the Buyer Obligations shall not have been indefeasibly paid or performed in full, such amount shall be held in trust for the benefit date of Seller and shall forthwith be paid to Seller and applied to such liabilities and obligations, whether matured or unmatureda demand.

Buyer Guarantee. (a) Silgan hereby guarantees Subject to the Seller Indemnitees limitations on the payment Buyer’s liability set forth in full of all amounts: (i) when due and owing by Buyers under this Agreement and any amendments theretoAgreement, including Buyers’ obligations to indemnify the Seller Indemnitees in accordance with ARTICLE 8; (ii) the Buyer Termination Fee if such fee becomes payable pursuant to Section 7.3each case, subject to extension for any then-pending claims, Granite Holdings hereby guarantees irrevocably, unconditionally and as a primary obligation, for the other terms benefit of Seller Parties, the prompt and conditions full discharge of all of the Seller Parties’ payment obligations under this Agreement; , including under Section 2.4, Section 2.5, and Section 7.5 (iii) incurred by any Seller Indemnitee in connection with any Litigation initiated to enforce the provisions of this Section 9.1 to the extent that such Seller Indemnitee is the prevailing party (collectively, the “Buyer Guaranteed Obligations” and each, individually, a “Buyer Obligation”). (b) Silgan covenants and agrees that if at any time any Buyer defaults in the payment of any Buyer Obligation, Silgan shall promptly, upon notice from Seller, pay, or cause the payment of, such Buyer Obligation. (c) . The obligations of Silgan Granite Holdings under this Section 9.1 are 11.20 shall be absolute and unconditional, present and continuing. If the Buyer fails to perform the Guaranteed Obligations, then Granite Holdings, upon written request of Seller Representative, shall, or shall cause the Buyer to, perform such Guaranteed Obligations promptly following receipt of such written request. Granite Holdings shall maintain sufficient assets or otherwise make adequate provision to satisfy the obligations and shall not be affected, modified, impaired or prejudiced upon the happening from time to time of any one or more liabilities of the following events:Buyer under this Section 11.20. (b) Granite Holdings agrees that the guarantee in this Section 11.20 is a primary guarantee of performance and not just of collection. Granite Holdings hereby waives (i) the extension notice of time for payment of any amounts due or acceptance of the time for performance of any of the Buyer Obligations; guarantee in this Section 11.20, (ii) the modification or amendment (whether material or otherwise) of any presentment and demand of the Buyer Obligations; Guaranteed Obligations and (iii) any right to require that any action be brought against the failure, omission, delay or lack on the part of Seller Buyer prior to enforce, ascertain or exercise any right, power or remedy under or action against Granite Holdings pursuant to the terms of guarantee in this Agreement or any other document contemplated by this Agreement (iv) Section 11.20. To the fact extent that Silgan may at any time in the future dispose of Buyer is relieved from all or any part portion of its interest in obligations under this Agreement, including under Section 2.4, Section 2.5, and Section 7.5, Granite Holdings shall be similarly relieved, to such extent, from its obligations and liabilities pursuant to this Section 11.20. The provisions of this Section 11.20 are subject to Granite Holdings’ right to assert any Buyer; or (v) defense that could be asserted by the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization or other similar or dissimilar failure or financial disability of any Buyer. (d) Silgan irrevocably and absolutely waives any and all right of subrogation, contribution, indemnification, reimbursement or similar rights against each Buyer under this Agreement with respect to the guaranty provided in this Section 9.1, whether such rights arise under an express or implied Contract or by operation of Law, it being the intention of Silgan and Seller that Silgan shall not be deemed to be a “creditor” (as defined in Section 101 of the U.S. Bankruptcy Code or any other applicable Law) of any Buyer by reason of the existence of this Agreement in the event that such Buyer becomes a debtor in any proceeding under the U.S. Bankruptcy Code or any other applicable Law. In addition, Silgan will not exercise any rights which it may acquire by way of subrogation under this guaranty by any payment made hereunder or otherwise, until all of the Buyer Obligations shall have indefeasibly been paid or performed in full. If any amount shall be paid to Silgan on account of such subrogation rights at any time when all the Buyer Obligations shall not have been indefeasibly paid or performed in full, such amount shall be held in trust for the benefit of Seller and shall forthwith be paid to Seller and applied to such liabilities and obligations, whether matured or unmaturedGuaranteed Obligations.

Buyer Guarantee. (a) Silgan hereby 14.1 In consideration of the Sellers entering into this agreement and at the request of the Buyer, the Buyer Guarantor irrevocably and unconditionally; guarantees to the Seller Indemnitees Sellers due and punctual performance by the payment in full Buyer of all amounts: of its obligations under this agreement and all related documents (i) the Purchase Documents); undertakes with the Sellers that whenever the Buyer does not pay any amount or comply with any other material obligation when due and owing by Buyers under this Agreement and any amendments thereto, including Buyers’ obligations to indemnify the Seller Indemnitees in accordance with ARTICLE 8; (ii) the Buyer Termination Fee if such fee becomes payable pursuant to Section 7.3, subject to the other terms and conditions of this Agreement; and (iii) incurred by any Seller Indemnitee or in connection with any Litigation initiated Purchase Document, the Buyer Guarantor will immediately on demand pay that amount or satisfy such material obligation as if it was the principal obligor; and agrees with the Sellers that if any obligation guaranteed by the Buyer Guarantor is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Sellers immediately on demand against any cost, loss or liability they incurs as a result of the Buyer not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Purchase Document on the date when it would have been due. The amount payable by the Buyer Guarantor under this indemnity will not exceed the amount it would have had to enforce pay under this clause 14 if the provisions amount claimed had been recoverable on the basis of this Section 9.1 a guarantee. 14.2 This guarantee is a continuing guarantee and will extend to the extent that such Seller Indemnitee is ultimate balance of sums payable by or other obligation of the prevailing party (collectivelyBuyer under the Purchase Documents, the “Buyer Obligations” and each, individually, a “Buyer Obligation”)regardless of any intermediate payment or discharge in whole or in part. (b) Silgan covenants and agrees that if at any time any Buyer defaults in the payment of any Buyer Obligation, Silgan shall promptly, upon notice from Seller, pay, or cause the payment of, such Buyer Obligation. (c) 14.3 The obligations of Silgan the Buyer Guarantor will not be affected by any act, omission, matter or thing which, but for this clause, would reduce, release or prejudice any of its obligations under this Section 9.1 are absolute clause (without limitation and unconditionalwhether or not known to it, present and continuingthe Buyer or the Sellers) including any time, and shall not be affectedwaiver, modifiedrelease or consent granted to, impaired or prejudiced upon composition with, the happening from time to time Buyer or any other person; any legal limitations, incapacity or lack of any one power, authority or more legal personality of or dissolution or change in the following events: (i) the extension of time for payment of any amounts due or of the time for performance of any status of the Buyer Obligations; (ii) the modification or amendment (whether material or otherwise) of any of the Buyer Obligations; (iii) the failure, omission, delay or lack on the part of Seller to enforce, ascertain or exercise any right, power or remedy under or pursuant to the terms of this Agreement or any other document contemplated by this Agreement person; any amendment, novation, supplement, extension, restatement (ivhowever fundamental and whether or not more onerous) the fact that Silgan may at any time in the future dispose or replacement of all or any part of its interest in any Buyer; or (v) the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization or other similar or dissimilar failure or financial disability of any Buyer. (d) Silgan irrevocably and absolutely waives any and all right of subrogation, contribution, indemnification, reimbursement or similar rights against each Buyer with respect to the guaranty provided in this Section 9.1, whether such rights arise under an express or implied Contract or by operation of Law, it being the intention of Silgan and Seller that Silgan shall not be deemed to be a “creditor” (as defined in Section 101 of the U.S. Bankruptcy Code Purchase Document or any other applicable Law) document; any unenforceability, illegality or invalidity of any Buyer by reason obligation of the existence of this Agreement in the event that such Buyer becomes a debtor in any proceeding person under the U.S. Bankruptcy Code any Purchase Document; or any other applicable Law. In additioninsolvency or similar proceedings. 14.4 If an amount becomes payable by the Buyer to the Sellers or the Buyer is obliged to fulfil any obligation in each case under or in connection with the Purchase Documents, Silgan until such amount or obligation has been irrevocably paid in full or satisfied in full and unless otherwise directed by the Sellers, the Buyer Guarantor will not exercise any rights which it may acquire have by reason of performance by it of its obligations under the Purchase Documents or by reason of any amount being payable, or liability arising under this clause 14: 14.4.1 to be indemnified by the Buyer; 14.4.2 to take the benefit (in whole or in part and whether by way of subrogation under this guaranty by any payment made hereunder or otherwise, until all ) of any rights of the Sellers under the Purchase Documents; 14.4.3 to exercise any right of set-off against the Buyer; 14.4.4 to claim or prove as a creditor of the Buyer Obligations shall have indefeasibly been paid or performed in fullcompetition with the Sellers. If any amount shall be paid to Silgan on account of such subrogation rights at any time when all the Buyer Obligations shall not have been indefeasibly paid Guarantor receives any benefit, payment or performed distribution in fullrelation to those rights it will hold that benefit, such amount shall payment or distribution to the extent necessary to enable all amounts which may be held or become payable to the Sellers by the Buyer under or in connection with the Purchase Documents on trust for the benefit Sellers and will promptly pay or transfer them to the Sellers on demand. 14.5 The Buyer Guarantor warrants to the Sellers that: 14.5.1 the Buyer Guarantor has taken all action necessary (including by obtaining all necessary consents, waivers and licences) and has all necessary power and authority to enter into and perform the Purchase Documents which will, when executed, constitute binding and enforceable obligations on the Buyer Guarantor in accordance with their terms; 14.5.2 the execution and delivery of Seller and shall forthwith be paid the performance by the Buyer Guarantor of its obligations under the Purchase Documents will not: (a) result in a breach of, or constitute a default under, its constitution or under any agreement, instrument or arrangement to Seller which the Buyer Guarantor is a party or by which the Buyer Guarantor is bound; or (b) result in a breach of any applicable law, rule, regulation or order, judgement or decree of any court or governmental agency to which the Buyer Guarantor is a party or by which it is bound. 14.5.3 the Buyer Guarantor is not insolvent, is able to pay its debts as they fall due and applied has not stopped or suspended payment of its debts; 14.5.4 no Insolvency Proceedings have been commenced against the Buyer Guarantor or (if applicable) any part of its assets, chattels, property or undertaking and there are no circumstances which would entitle any person to such liabilities commence any Insolvency Proceedings in relation to the Buyer Guarantor or (if applicable) any part of its assets, chattels, property or undertaking; and 14.5.5 no other process has been initiated which could lead to the Buyer Guarantor being dissolved and obligationsits assets being distributed among its creditors, whether matured shareholders or unmaturedother contributors or being struck off.

Buyer Guarantee. (a) Silgan Buyer Guarantor hereby guarantees absolutely, unconditionally and irrevocably guarantee to Seller (i) the full, complete and timely payment, subject to the terms and conditions hereof, by Buyer of each and every payment obligation of Buyer, without any set off, restriction, condition or deduction for or on account of any counterclaim; and (ii) the due and punctual performance and observance by Buyer of all of Buyer’s obligations, commitments and undertakings hereunder. If Buyer shall default for any reason whatsoever on any such payment or performance obligations, then Buyer Guarantor shall unconditionally perform or cause to be performed and satisfy or cause to be satisfied the performance or payment obligations immediately upon notice from Seller Indemnitees specifying the default so that the same benefits shall be conferred on Seller as would have been received if such performance or payment obligations had been duly performed and satisfied by Buyer. Seller shall not be required to initiate legal proceedings against Buyer or any other Person prior to or contemporaneously with proceeding against Buyer Guarantor. Subject to the terms and conditions hereof, Buyer Guarantor waives (i) any and all legal and equitable defenses available to a guarantor (other than payment in full by Buyer) and (ii) promptness, diligence, presentment, demand of payment, protest, order and any notices hereunder, including any notice of any amendment of this Agreement or waiver or other similar action granted pursuant to this Agreement and any notice of acceptance. The guarantee set forth in this Section 9.16 shall be deemed a continuing guarantee and shall remain in full force and effect until the satisfaction in full of all amounts: (i) when due payment and owing by Buyers under this Agreement and performance obligations of Buyer hereunder, notwithstanding the winding-up, liquidation, dissolution, merger or other incapacity or other restructuring of Buyer or any amendments theretochange in the status, including Buyers’ obligations to indemnify the Seller Indemnitees control or ownership of Buyer. The guarantee set forth in accordance with ARTICLE 8; (ii) the Buyer Termination Fee if such fee becomes payable pursuant to Section 7.3, subject to the other terms and conditions of this Agreement; and (iii) incurred by any Seller Indemnitee in connection with any Litigation initiated to enforce the provisions of this Section 9.1 to the extent that such Seller Indemnitee 9.16 is the prevailing party (collectively, the “Buyer Obligations” a primary guarantee of payment and each, individually, a “Buyer Obligation”)not just of collection. (b) Silgan covenants and Buyer Guarantor agrees that if at any time any performance or payment obligations expressed to be undertaken by Buyer defaults in the payment of any Buyer Obligation, Silgan shall promptly, upon notice from Seller, pay, or cause the payment of, such Buyer Obligation. (c) The obligations of Silgan under this Section 9.1 are absolute and unconditional, present and continuing, and shall that may not be affected, modified, impaired enforceable against or prejudiced upon the happening recoverable from time to time of any one or more of the following events: (i) the extension of time for payment of any amounts due or of the time for performance of any of the Buyer Obligations; (ii) the modification or amendment (whether material or otherwise) of any of the Buyer Obligations; (iii) the failure, omission, delay or lack on the part of Seller to enforce, ascertain or exercise any right, power or remedy under or pursuant to the terms of this Agreement or any other document contemplated by this Agreement (iv) the fact that Silgan may at any time in the future dispose of all or any part of its interest in any Buyer; or (v) the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization or other similar or dissimilar failure or financial disability of any Buyer. (d) Silgan irrevocably and absolutely waives any and all right of subrogation, contribution, indemnification, reimbursement or similar rights against each Buyer with respect to the guaranty provided in this Section 9.1, whether such rights arise under an express or implied Contract or by operation of Law, it being the intention of Silgan and Seller that Silgan shall not be deemed to be a “creditor” (as defined in Section 101 of the U.S. Bankruptcy Code or any other applicable Law) of any Buyer by reason of the existence any legal disability or incapacity on or of this Agreement in the event that such Buyer becomes a debtor in any proceeding under the U.S. Bankruptcy Code Seller or any fact or circumstance (other applicable Law. In addition, Silgan will not exercise than any rights which it may acquire limitation imposed hereunder) shall nevertheless be enforceable against and recoverable from Buyer Guarantor as though the same had been incurred by way of subrogation under this guaranty by any payment made hereunder Buyer Guarantor and Buyer Guarantor were the sole or otherwise, until all of the Buyer Obligations shall have indefeasibly been paid or performed principal obligor in full. If any amount respect thereof and shall be performed or paid to Silgan by Buyer Guarantor on account of such subrogation rights at any time when all the Buyer Obligations shall not have been indefeasibly paid or performed in full, such amount shall be held in trust for the benefit of Seller and shall forthwith be paid to Seller and applied to such liabilities and obligations, whether matured or unmatureddemand.

Buyer Guarantee. Buyer Guarantor hereby absolutely and unconditionally guarantees (aexcept for any conditions contained in this Section 11.19) Silgan hereby guarantees to the Seller Indemnitees the payment in full and performance when due of all amounts: (i) when due obligations, liabilities and owing by Buyers indebtedness of any kind, nature and description of Buyer under this Agreement and any amendments thereto, including Buyers’ obligations to indemnify the Seller Indemnitees in accordance with ARTICLE 8; other agreements contemplated hereby (ii) the Buyer Termination Fee if such fee becomes payable pursuant to Section 7.3, subject to the other terms and conditions of this Agreement; and (iii) incurred by any Seller Indemnitee in connection with any Litigation initiated to enforce the provisions of this Section 9.1 to the extent that such Seller Indemnitee is the prevailing party (collectively, the “Buyer Obligations” and each, individually, a “Buyer Obligation”). (b) Silgan covenants . The Buyer Obligations may be enforced by Parent and/or Company against Buyer Guarantor without any requirement that Parent and/or Company first exercise their rights against Buyer. In determining when payment, performance or discharge of obligation by Buyer Guarantor is due, and agrees the amount thereof, Buyer Guarantor may assert any defenses or limitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that if at any time any Buyer defaults in the payment of any Guarantor or Buyer Obligation, Silgan shall promptly, upon notice from Seller, pay, or cause the payment of, such may have under this Agreement. Buyer Obligation. (c) The Guarantor’s obligations of Silgan under this Section 9.1 are absolute 11.19 shall remain in full force and unconditional, present and continuingeffect without regard to, and shall not be affectedreleased, modifieddischarged, impaired or prejudiced upon the happening from time to time of in any one way affected by, any circumstance or more condition whatsoever (whether or not Buyer Guarantor shall have any knowledge thereof) except as may be expressly set forth herein. Buyer Guarantor hereby waives each of the following events: following: (i) notice of acceptance of the extension of time for payment of any amounts due Buyer Obligations or of the time for performance existence or creation of all or any of the Buyer Obligations; ; (ii) the modification presentment, demand, protest or amendment (whether material notice of dishonor, nonpayment or otherwise) of other default with respect to any of the Buyer Obligations; Obligations and all other notices whatsoever (except for notices to be provided to Buyer, Buyer Guarantor and its counsel in accordance with this Agreement or applicable Law); (iii) the failure, omission, delay any requirement that Parent and/or Company institute suit or lack on the part of Seller to enforce, ascertain otherwise exhaust its rights or exercise any right, power remedies against Buyer or remedy under or pursuant to the terms of this Agreement or against any other document contemplated by this Agreement Person prior to enforcing any rights they have hereunder or otherwise against Buyer Guarantor; and (iv) the fact that Silgan may at any time in the future dispose of all or any part of its interest in any Buyer; or suretyship defenses generally (v) the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization or other similar or dissimilar failure or financial disability of any Buyer. (d) Silgan irrevocably and absolutely waives any and all right of subrogation, contribution, indemnification, reimbursement or similar rights against each Buyer with respect than defenses to the guaranty provided payment of the obligations that are available to Buyer Guarantor or Buyer under this Agreement). Nothing contained in this Section 9.111.19 shall limit Buyer Guarantor’s ability to assert as a defense to any claim any defense that would be available to Buyer if the claim were asserted directly against Buyer. This Agreement has been duly executed and delivered by Buyer Guarantor, whether such rights arise under an express or implied Contract or by operation of Lawand, it being assuming this Agreement constitutes the intention of Silgan valid and Seller that Silgan shall not be deemed to be a “creditor” (as defined in Section 101 binding obligation of the U.S. other parties hereto, this Section 11.19 constitutes the valid and binding obligation of Buyer Guarantor, enforceable against Buyer Guarantor in accordance with its terms, subject, as to enforcement, to the Bankruptcy Code or any other applicable Law) of any Buyer by reason of the existence of this Agreement in the event that such Buyer becomes a debtor in any proceeding under the U.S. Bankruptcy Code or any other applicable Law. In addition, Silgan will not exercise any rights which it may acquire by way of subrogation under this guaranty by any payment made hereunder or otherwise, until all of the Buyer Obligations shall have indefeasibly been paid or performed in full. If any amount shall be paid to Silgan on account of such subrogation rights at any time when all the Buyer Obligations shall not have been indefeasibly paid or performed in full, such amount shall be held in trust for the benefit of Seller and shall forthwith be paid to Seller and applied to such liabilities and obligations, whether matured or unmaturedEquity Exception.

Buyer Guarantee. (a) Silgan hereby 9.1 In consideration of the Seller entering into this Agreement, and subject to clause 9.6, the Buyer Guarantor unconditionally and irrevocably guarantees to the Seller Indemnitees the payment in full due and punctual performance of all amounts: (i) when due the obligations and owing by Buyers under this Agreement and any amendments thereto, including Buyers’ obligations to indemnify the Seller Indemnitees in accordance with ARTICLE 8; (ii) liabilities of the Buyer Termination Fee if such fee becomes payable pursuant to Section 7.3, subject to the other terms and conditions under or otherwise arising out of this Agreement; and (iii) incurred by any Seller Indemnitee or in connection with this Agreement (as any Litigation initiated of such obligations and liabilities may from time to enforce time be varied, extended, increased or replaced). 9.2 If any obligation or liability of the provisions Buyer expressed to be the subject of the guarantee contained in this Section 9.1 clause 9 is not or ceases to be valid or enforceable against the Buyer (in whole or in part) on any ground whatsoever (including, but not limited to, any defect in or want of powers of the Buyer or irregular exercise of such powers, or any lack of authority on the part of any person purporting to act on behalf of the Buyer, or any legal or other limitation, disability or incapacity, or any change in the constitution of, or any amalgamation or reconstruction of the Buyer, or the Buyer taking steps to enter into or entering into bankruptcy, liquidation, administration or insolvency, or any other step being taken by any person with a view to any of those things), the Buyer Guarantor shall nevertheless be liable to the extent Seller in respect of that such Seller Indemnitee is purported obligation or liability as if the prevailing party same were fully valid and enforceable and the Buyer Guarantor were the principal debtor in respect thereof. 9.3 The liability of the Buyer Guarantor under this clause 9 shall not be discharged or affected in any way by: (collectivelya) any variation, extension, increase, renewal, determination, release or replacement of any of the “Share Purchase Documents, whether or not made with the consent or knowledge of the Buyer Obligations” and each, individually, a “Buyer Obligation”).Guarantor; or (b) Silgan covenants and agrees that if at the Seller granting any time time, indulgence, concession, relief, discharge or release to the Buyer or any Buyer defaults in the payment of any Buyer Obligation, Silgan shall promptly, upon notice from Seller, pay, or cause the payment of, such Buyer Obligationother person. (c) The obligations of Silgan under this Section 9.1 are absolute and unconditional9.4 Subject to clause 9.6, present and continuing, and the Seller shall not be affectedobliged to take any steps to enforce any rights or remedy against the Buyer or any other person before enforcing the guarantee contained in this clause 9. 9.5 Until the full and final discharge of all obligations and liabilities (both actual and contingent) which are the subject of this guarantee, modified, impaired or prejudiced upon the happening from time to time of any one or more of the following eventsBuyer Guarantor: (ia) waives all of its rights of subrogation, reimbursement and indemnity against the extension of time for payment Buyer and agrees not to demand or accept any security from the Buyer in respect of any amounts due such rights and not to prove in competition with the Seller in the bankruptcy, liquidation or insolvency of the time for performance of any of the Buyer Obligations;Buyer; and (iib) the modification agrees that it will not claim or amendment enforce payment (whether material directly or by set-off, counterclaim or otherwise) of any amount which may be or has become due to the Buyer Guarantor by the Buyer in respect of the obligations hereby guaranteed if and so long as the Buyer Obligations;is in default under this Agreement. (iii) 9.6 Notwithstanding any other provisions of this clause 9, the failure, omission, delay Seller may not make any claim against the Buyer Guarantor in respect of any obligation or lack on liability the part subject of the guarantee contained in this clause 9 unless the Seller has first requested the Buyer to enforce, ascertain perform or exercise any discharge the relevant obligation or liability and the Buyer has failed to do so by second Business Day following such a request. 9.7 The Buyer Guarantor warrants that it has the right, power or remedy under or pursuant and authority and has taken all action necessary to the terms of execute and deliver, and to exercise its rights and perform its obligations under, this Agreement or any other document contemplated by this Agreement (iv) and the fact that Silgan may at any time Agreement constitutes legal, valid and binding obligations of it enforceable in the future dispose of all or any part of accordance with its interest in any Buyer; or (v) the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization or other similar or dissimilar failure or financial disability of any Buyer. (d) Silgan irrevocably and absolutely waives any and all right of subrogation, contribution, indemnification, reimbursement or similar rights against each Buyer with respect to the guaranty provided in this Section 9.1, whether such rights arise under an express or implied Contract or by operation of Law, it being the intention of Silgan and Seller that Silgan shall not be deemed to be a “creditor” (as defined in Section 101 of the U.S. Bankruptcy Code or any other applicable Law) of any Buyer by reason of the existence of this Agreement in the event that such Buyer becomes a debtor in any proceeding under the U.S. Bankruptcy Code or any other applicable Law. In addition, Silgan will not exercise any rights which it may acquire by way of subrogation under this guaranty by any payment made hereunder or otherwise, until all of the Buyer Obligations shall have indefeasibly been paid or performed in full. If any amount shall be paid to Silgan on account of such subrogation rights at any time when all the Buyer Obligations shall not have been indefeasibly paid or performed in full, such amount shall be held in trust for the benefit of Seller and shall forthwith be paid to Seller and applied to such liabilities and obligations, whether matured or unmatured.terms;

Buyer Guarantee. (a) Silgan Buyer Guarantor hereby irrevocably and unconditionally guarantees to Sellers the Seller Indemnitees the payment in prompt and full discharge by Buyer of all amounts: (i) when due of Buyer’s covenants, agreements, obligations and owing by Buyers liabilities under this Agreement and any amendments theretothe other Transaction Agreements, including Buyers’ obligations to indemnify the Seller Indemnitees in accordance with ARTICLE 8; (ii) due and punctual payment of all amounts which are or may become due and payable by Buyer hereunder and thereunder when and as the Buyer Termination Fee if such fee becomes same shall become due and payable pursuant to Section 7.3, subject to the other terms and conditions of this Agreement; and (iii) incurred by any Seller Indemnitee in connection with any Litigation initiated to enforce the provisions of this Section 9.1 to the extent that such Seller Indemnitee is the prevailing party (collectively, the “Buyer Obligations” ”), in accordance with the terms hereof and eachthereof. Buyer Guarantor acknowledges and agrees that, individuallywith respect to all Buyer Obligations to pay money, such guaranty shall be a “guaranty of payment and performance and not of collection and shall not be conditioned or contingent upon the pursuit of any remedies against Buyer. If Buyer shall default in the due and punctual performance of any Buyer Obligation”), including the full and timely payment of any amount due and payable pursuant to any Buyer Obligation, Buyer Guarantor will forthwith perform or cause to be performed such Buyer Obligation and will forthwith make full payment of any amount due with respect thereto at its sole cost and expense. (b) Silgan covenants and agrees that if at any time any Buyer defaults in the payment of any Buyer Obligation, Silgan shall promptly, upon notice from Seller, pay, or cause the payment of, such Buyer Obligation. (c) The obligations of Silgan under this Section 9.1 are Buyer Guarantor hereunder shall be absolute and unconditional, present and continuingcontinuing and, and without limiting the generality of the foregoing, shall not be affectedreleased, modified, impaired discharged or prejudiced upon the happening from time to time of any one or more of the following eventsotherwise affected by: (i) any bankruptcy proceeding involving Buyer or Buyer’s Affiliates or any voluntary or involuntary liquidation, dissolution or winding up the extension of time for payment of any amounts due affairs of, or termination of the time for performance of existence of, Buyer or any of the Buyer Obligationsits other Affiliates or any circumstance which might constitute a legal or equitable discharge of a guarantor; (ii) any modification, amendment, restatement, waiver or rescission of, or any consent to the modification or amendment (whether material or otherwise) of departure from, any of the terms of any Transaction Agreement (provided that, for the avoidance of doubt, Buyer ObligationsGuarantor’s obligations shall be with respect to the Buyer Obligations as so modified, amended, restated, waived or rescinded); (iii) any change in the failure, omission, delay corporate structure or lack on the part ownership of Seller to enforce, ascertain or exercise any right, power or remedy under or pursuant to the terms of this Agreement or any other document contemplated by this AgreementBuyer; (iv) the fact existence of any defense, set-off or other rights that Silgan Buyer Guarantor may have at any time in the future dispose of all against Buyer or Sellers (or their respective Affiliates) or any part of its interest other Person, whether in connection herewith or any Buyerunrelated transactions; or (v) the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization any other act or other similar failure to act or dissimilar failure or financial disability delay of any Buyerkind by Buyer or any of its Affiliates. (c) Buyer Guarantor hereby waives any right, whether legal or equitable, statutory or non-statutory, to require Sellers to proceed against or take any action against or pursue any remedy with respect to Buyer or any other Person or make presentment, protest or demand for performance or give any notice of nonperformance before Sellers may enforce their rights hereunder against Buyer Guarantor, and no such act or omission of any kind shall in any way affect or impair this guarantee. (d) Silgan irrevocably and absolutely waives The guarantee provided by the Buyer Guarantor hereunder shall continue to be effective, or be automatically reinstated, as the case may be, if at any and all right time payment or performance or any part thereof, of subrogationany of the obligations guaranteed hereunder, contributionis rescinded or must otherwise be restored, indemnificationreturned or rejected upon the insolvency, reimbursement bankruptcy, dissolution, liquidation or reorganization of Buyer or any Affiliate thereof, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar rights against each officer for, Buyer or any of its Affiliates, all as though such payment or performance had not been made. (e) Buyer Guarantor hereby makes the representations and warranties in Sections ‎4.1 ‎4.2, ‎4.3 and ‎4.4, mutatis mutandis, with respect to its obligations under this ‎Section 9.18. (f) The guarantee provided by the guaranty provided in this Section 9.1, whether such rights arise under an express or implied Contract or by operation of Law, it being the intention of Silgan and Seller that Silgan shall Buyer Guarantor hereunder may not be deemed to be a “creditor” (as defined assigned or transferred, in Section 101 whole or in part, without the prior written consent of the U.S. Bankruptcy Code Sellers, and any purported assignment or any other applicable Law) of any Buyer by reason of the existence transfer in contravention of this Agreement in the event that such Buyer becomes a debtor in any proceeding under the U.S. Bankruptcy Code or any other applicable Law. In addition, Silgan will not exercise any rights which it may acquire by way of subrogation under this guaranty by any payment made hereunder or otherwise, until all of the Buyer Obligations shall have indefeasibly been paid or performed in full. If any amount ‎Section 9.18 shall be paid to Silgan on account null and void and of such subrogation rights at any time when all the Buyer Obligations shall not have been indefeasibly paid or performed in full, such amount shall be held in trust for the benefit of Seller no force and shall forthwith be paid to Seller and applied to such liabilities and obligations, whether matured or unmaturedeffect.

Buyer Guarantee. (a) Silgan The Buyer Guarantor hereby irrevocably and unconditionally guarantees to the Seller Indemnitees WM Parent and the payment in ADS Parent the punctual and full payment, performance and discharge by the Buyer or its assignees of all amounts: (i) of the covenants, obligations and liabilities of the Buyer or its assignees under this Agreement, including due and punctual payment of all amounts if and when due and owing payable by Buyers under this Agreement and any amendments thereto, including Buyers’ obligations to indemnify the Seller Indemnitees in accordance with ARTICLE 8; (ii) the Buyer Termination Fee if such fee becomes or its assignees hereunder when and as the same shall become due and payable pursuant to Section 7.3, subject to the other terms and conditions of this Agreement; and (iii) incurred by any Seller Indemnitee in connection with any Litigation initiated to enforce the provisions of this Section 9.1 to the extent that such Seller Indemnitee is the prevailing party (collectively, the “Buyer Obligations” ”), in accordance with the terms hereof. The Buyer Guarantor acknowledges and eachagrees that, individuallywith respect to all Buyer Obligations to pay money, such guaranty shall be a “guaranty of payment and performance and not of collection. If the Buyer or its assignees shall default in the due and punctual performance of any Buyer Obligation”), including the full and punctual payment of any amount due and payable pursuant to any Buyer Obligation, the Buyer Guarantor will immediately perform or cause to be performed such Buyer Obligation and will immediately make full payment of any amount due with respect thereto at its sole cost and expense. (b) Silgan covenants To the fullest extent permitted by applicable Law, the Buyer Guarantor hereby expressly waives any right or defense, whether legal or equitable, statutory or non-statutory, to require the WM Parent and agrees that if at the ADS Parent to proceed against or take any time action against or pursue any remedy with respect to the Buyer, its assignees or any other Person or make presentment, protest or demand for performance or give any notice of nonperformance before the WM Parent and the ADS Parent may enforce their rights hereunder against the Buyer defaults in the payment Guarantor, and no such act or omission of any Buyer Obligation, Silgan kind shall promptly, upon notice from Seller, pay, in any way affect or cause the payment of, such Buyer Obligationimpair this guarantee. (c) The obligations Buyer Guarantor agrees that the Buyer Obligations of Silgan under this Section 9.1 are absolute and unconditional, present and continuing, and the Buyer Guarantor hereunder shall not be affectedreleased or discharged, modifiedin whole or in part, impaired or prejudiced upon the happening from time to time of any one or more of the following events: otherwise affected by (i) any action or inaction on the extension of time for payment of any amounts due or part of the time for Buyer or its assignees or any of their respective Affiliates, (ii) any change in the time, place or manner of payment or performance of any of the Buyer Obligations; (ii) the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification or amendment (whether material or otherwise) of any of the terms or provisions of this Agreement made in accordance with the terms hereof (provided that, for the avoidance of doubt, the Buyer Obligations; Guarantor’s obligations shall be with respect to the Buyer Obligations as so modified, amended, consolidated, compromised, waived or rescinded); (iii) any change in the failurecorporate existence, omissionstructure or ownership of the Buyer or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Buyer or its assignees; (iv) the sufficiency of any other method of obtaining payment of the Buyer Obligations that the WM Parent and the ADS Parent may have; (v) the failure or delay or lack on the part of Seller the WM Parent or the ADS Parent to enforce, ascertain assert any claim or exercise demand or to enforce any right, power right or remedy under against the Buyer Guarantor; or pursuant to (vi) the terms value, genuineness, validity, regularity, illegality or enforceability of this Agreement or any other document agreement or instrument related thereto, in each case in accordance with its terms. Notwithstanding the foregoing, all defenses available to the Buyer pursuant to this Agreement with respect to the payment or performance of any obligation hereunder shall be available as defenses to the Buyer Guarantor. The Buyer Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement (iv) Agreement and that this guarantee, including specifically the fact that Silgan may at any time waivers set forth in the future dispose this Section 10.21, are knowingly made in contemplation of all or any part of its interest in any Buyer; or (v) the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization or other similar or dissimilar failure or financial disability of any Buyersuch benefits. (d) Silgan irrevocably The Buyer Guarantor hereby (i) makes the representations and absolutely waives any warranties in Section 4.1(a), Section 4.2(a), Section 4.2(c) and all right of subrogationSection 4.3, contributionmutatis mutandis, indemnification, reimbursement or similar rights against each Buyer with respect to the guaranty provided in its obligations under this Section 9.110.21 and (ii) represents and warrants to WM Parent and the ADS Parent that it has (through cash on hand and available credit), whether such rights arise under an express or implied Contract or by operation of Law, it being the intention of Silgan and Seller that Silgan shall not be deemed to be a “creditor” (as defined in Section 101 of the U.S. Bankruptcy Code Execution Date, and will have at the Time of Closing, sufficient cash on hand to enable it to perform its obligations under this Section 10.21 and will continue to have such funds available to the Buyer or any other applicable Law) of its assignees for so long as the Buyer or its assignees shall remain liable for any Buyer by reason of Obligations in accordance with the existence terms of this Agreement in the event that such Buyer becomes a debtor in any proceeding under the U.S. Bankruptcy Code or any other applicable LawAgreement. (e) Sections 10.2 through 10.12, 10.15 through 10.17 and 10.20 shall apply mutatis mutandis to this Section 10.21. In addition, Silgan will not exercise any rights which it may acquire by way of subrogation under this guaranty by any payment made hereunder or otherwise, until all of the Buyer Obligations shall have indefeasibly been paid or performed in full. If any amount shall be paid to Silgan on account of such subrogation rights at any time when all the Buyer Obligations shall not have been indefeasibly paid or performed in full, such amount shall be held in trust for the benefit of Seller and shall forthwith be paid to Seller and applied to such liabilities and obligations, whether matured or unmatured.[Signature Page Follows]

Buyer Guarantee. 9.1 In consideration of the Minority Sellers entering into this Agreement, the Guarantor irrevocably and unconditionally: (a) Silgan hereby guarantees to each Minority Seller the Seller Indemnitees due and punctual performance and discharge by the payment in full Buyer of all amounts: obligations and liabilities (iincluding without limitation the obligation to pay the Consideration) when due and owing by Buyers under this Agreement and any amendments thereto, including Buyers’ obligations to indemnify the Seller Indemnitees in accordance with ARTICLE 8; (ii) the Buyer Termination Fee if such fee becomes payable pursuant to Section 7.3, subject to the other terms and conditions of this Agreement; and (iii) incurred by any Seller Indemnitee in connection with any Litigation initiated to enforce the provisions of this Section 9.1 to the extent that such Seller Indemnitee is the prevailing party (collectivelytogether, the “Buyer "Guaranteed Obligations” and each, individually, a “Buyer Obligation”").; (b) Silgan covenants and agrees that undertakes to each Minority Seller that, if at any time any the Buyer defaults for any reason in the payment performance of any Buyer Guaranteed Obligation, Silgan the Guarantor shall promptlyimmediately on demand perform (or procure the performance of) and satisfy (or procure the satisfaction of) such Guaranteed Obligation in the manner set out in this Agreement as if it were the principal obligor, upon notice from Seller, pay, or cause so that the payment of, same benefits shall be conferred on each Minority Seller as would have been conferred on such Buyer Obligation.Minority Seller had such Guaranteed Obligation been duly performed and satisfied by the Buyer; and (c) The obligations agrees, as an independent and primary obligation, to indemnify and keep indemnified each Minority Seller against all direct losses (of Silgan under this Section 9.1 are absolute whatever nature), costs, claims, demands, expenses and unconditional, present and continuing, and shall not be affected, modified, impaired other liabilities which such Minority Seller incurs or prejudiced upon the happening suffers from time to time arising out of any one or more of the following eventsin connection with: (i) the extension of time for payment of any amounts due or of the time for performance of any failure of the Buyer Obligations;to perform or discharge any Guaranteed Obligation; or (ii) any Guaranteed Obligation being or becoming illegal, invalid or unenforceable on any grounds, including all reasonable and documented legal and other costs and expenses incurred as a consequence of or which would not have arisen but for any such failure or circumstance. 9.2 The guarantee and indemnity in this clause 9 shall be a continuing security until the modification performance and discharge in full of the Guaranteed Obligations and shall extend to all of the Guaranteed Obligations, regardless of any intermediate payment or amendment discharge. 9.3 The Guarantor’s obligations to the Minority Sellers under this clause 9 shall not be affected by any act, omission, matter or circumstance which, but for this clause 9, would reduce, release or prejudice any such obligations (whether material or otherwisenot known to the Buyer or any Minority Seller). 9.4 Without prejudice to the generality of clause 9.3, the Guarantor expressly confirms that the Guarantor's obligations to the Minority Sellers under this clause 9 shall not be reduced, discharged, impaired or adversely affected by reason of: (a) of any time, indulgence, waiver or concession which the Minority Sellers may grant to the Buyer or any other person; (b) the insolvency, liquidation or winding up of the Buyer Obligationsor the Guarantor or any compromise or arrangement with creditors affecting the Buyer or the Guarantor; (iiic) the failureany termination, omissionamendment, delay variation, release, novation, supplement, restatement or lack on the part replacement (however fundamental) of Seller or to enforcethis Agreement, ascertain or exercise any right, power or remedy under or pursuant to the terms of this Agreement or any other document contemplated by this Agreement (iv) the fact that Silgan may at any time in the future dispose of all or any part of its interest in terms or of any BuyerGuaranteed Obligation; or (v) the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization or other similar or dissimilar failure or financial disability of any Buyer. (d) Silgan irrevocably and absolutely waives any and all right claim or enforcement of subrogation, contribution, indemnification, reimbursement or similar rights against each payment from the Buyer with respect to the guaranty provided in this Section 9.1, whether such rights arise under an express or implied Contract or by operation of Law, it being the intention of Silgan and Seller that Silgan shall not be deemed to be a “creditor” (as defined in Section 101 of the U.S. Bankruptcy Code or any other applicable Law) person. 9.5 The Guarantor waives any right it may have of first requiring the Minority Sellers (or any person acting on behalf of any of them) to proceed against, enforce or make a demand in respect of any other rights or security or claim payment from any other person before claiming from the Guarantor under this clause 9. 9.6 Until all sums owing to the Minority Sellers by the Buyer by reason under the Transaction Documents have been paid in full, the Guarantor shall not, and shall procure that no other member of the existence Buyer's Group shall, take, exercise or receive the benefit of this Agreement any security or other right or benefit (whether by set-off, counterclaim, subrogation, indemnity, proof in liquidation or otherwise and whether from contribution or otherwise) from or against the event that such Buyer becomes a debtor in any proceeding under the U.S. Bankruptcy Code or any other applicable Law. In addition, Silgan will not exercise person in respect of any rights which it may acquire liability of or payment by way of subrogation the Guarantor under or in connection with this clause 9. 9.7 The total amount recoverable by the Minority Sellers from the Guarantor under this guaranty by any payment made hereunder or otherwise, until all clause 9 shall not exceed the aggregate amount of the Buyer Obligations Consideration together with a further sum for reasonable and documented legal and other costs and expenses pursuant to clause 9.1(c) as shall have indefeasibly been paid accrued or performed in full. If any amount shall be paid accrue to Silgan on account of such subrogation rights the Minority Sellers at any time when all before or after the Buyer Obligations shall not have been indefeasibly paid or performed in full, such amount shall be held in trust for the benefit date of Seller and shall forthwith be paid to Seller and applied to such liabilities and obligations, whether matured or unmatureda demand.

Buyer Guarantee. (a) Silgan hereby 11.1 In consideration of the Sellers entering into this agreement, the Buyer Guarantor unconditionally and irrevocably guarantees to the Seller Indemnitees Sellers the payment in full due and punctual performance, observance and discharge by the Buyer of all amounts: (i) when due and owing by Buyers under this Agreement and any amendments thereto, including Buyers’ obligations to indemnify the Seller Indemnitees in accordance with ARTICLE 8; (ii) the Buyer Termination Fee if such fee becomes payable pursuant to Section 7.3, subject to the other terms and conditions of this Agreement; and (iii) incurred by any Seller Indemnitee in connection with any Litigation initiated to enforce the provisions of this Section 9.1 to the extent that such Seller Indemnitee is the prevailing party (collectively, the “Buyer Obligations” and each, individually, a “Buyer Obligation”). (b) Silgan covenants and agrees that if at any time any 11.2 If the Buyer defaults in the payment performance of any Buyer Obligation, Silgan shall promptlythe Buyer Guarantor shall, upon notice immediately (and without the need for any demand by the Sellers) perform and discharge the Buyer Obligation in the manner prescribed by a Transaction Document as if it were the Buyer. 11.3 The Buyer Guarantor as a separate and independent obligation and liability from Sellerits obligations and liabilities under clauses 11.1 and 11.2, payagrees to indemnify and keep indemnified the Sellers in full and on demand from and against all and any losses, costs, claims, liabilities, damages, demands and expenses directly or indirectly suffered or incurred by the Sellers arising out of, or cause in connection with, any failure by the payment of, such Buyer Obligationto perform or discharge any of the Buyer Obligations. (c) 11.4 The obligations guarantee in this clause 11 shall remain in full force and effect so long as any of Silgan the Buyer Obligations has yet to be fully performed or discharged. 11.5 The liability of the Buyer Guarantor under the guarantee in this Section 9.1 are absolute and unconditional, present and continuing, and clause 11 shall not be affectedreduced, modifieddischarged or otherwise adversely affected by reason of any act, impaired omission, matter or prejudiced upon thing which, but for this clause, would reduce, release or prejudice such obligations, and the Buyer Guarantor waives its right to prior notice of or granting consent to the happening from time to time of any one such act, omission, matter or more thing, including any of the following eventsfollowing: (ia) any act, omission, matter or thing which would have discharged or affected the extension of time for payment of any amounts due or of the time for performance of any liability of the Buyer Obligations; (ii) the modification Guarantor had it been a principal debtor instead of a Buyer Guarantor or amendment (whether material or otherwise) of any of the Buyer Obligations; (iii) the failure, omission, delay or lack on the part of Seller to enforce, ascertain or exercise any right, power or remedy under or pursuant to the terms of this Agreement or any other document contemplated by this Agreement (iv) the fact that Silgan may at any time in the future dispose of all or any part of its interest in any Buyerindemnifier; or (vb) anything done or omitted by any person which, but for this provision, might operate or exonerate or discharge the bankruptcyBuyer Guarantor or otherwise reduce or extinguish its liability under the guarantee. 11.6 The Buyer Guarantor waives any right it may have to require the Sellers to proceed against or enforce any other right or claim for payment against any person before claiming from the Buyer Guarantor under this clause 11. 11.7 Until the payment of the Consideration pursuant to clause 4 has been made in full by the Buyer, insolvencyand unless the Sellers otherwise direct in writing, winding up, dissolution, liquidation, administration, reorganization the Buyer Guarantor shall not exercise any security or other similar or dissimilar failure or financial disability rights it may have by reason of any Buyer. (d) Silgan irrevocably and absolutely waives any and all right of subrogation, contribution, indemnification, reimbursement or similar rights against each Buyer with respect to the guaranty provided in performing its obligations under this Section 9.1clause 11, whether such rights arise under an express or implied Contract or by operation of Law, it being the intention of Silgan and Seller that Silgan shall not be deemed to be a “creditor” (as defined in Section 101 of the U.S. Bankruptcy Code or any other applicable Law) of any Buyer by reason of the existence of this Agreement in the event that such Buyer becomes a debtor in any proceeding under the U.S. Bankruptcy Code or any other applicable Law. In addition, Silgan will not exercise any rights which it may acquire by way of subrogation under this guaranty by any payment made hereunder set-off, counterclaim, subrogation, indemnity or otherwise, until all of the Buyer Obligations shall have indefeasibly been paid or performed in full. If any amount shall be paid to Silgan on account of such subrogation rights at any time when all the Buyer Obligations shall not have been indefeasibly paid or performed in full, such amount shall be held in trust for the benefit of Seller and shall forthwith be paid to Seller and applied to such liabilities and obligations, whether matured or unmatured.

Buyer Guarantee. (a) Silgan Buyer Guarantor hereby irrevocably and unconditionally guarantees to Seller the Seller Indemnitees the payment in prompt and full discharge by Buyer of all amounts: (i) when due of its covenants, agreements, obligations and owing by Buyers liabilities under this Agreement and any amendments theretothe other Transaction Documents, including Buyers’ obligations to indemnify the Seller Indemnitees in accordance with ARTICLE 8; (ii) due and punctual payment of all amounts which are or may become due and payable by Buyer hereunder when and as the Buyer Termination Fee if such fee becomes same shall become due and payable pursuant to Section 7.3, subject to the other terms and conditions of this Agreement; and (iii) incurred by any Seller Indemnitee in connection with any Litigation initiated to enforce the provisions of this Section 9.1 to the extent that such Seller Indemnitee is the prevailing party (collectively, the “Buyer Obligations” ”), in accordance with the terms thereof. Buyer Guarantor acknowledges and eachagrees that, individuallywith respect to all Buyer Obligations to pay money, such guaranty shall be a “guaranty of payment and performance and not of collection and shall not be conditioned or contingent upon the pursuit of any claim or remedies against Buyer. If Buyer shall default in the due and punctual performance of any Buyer Obligation”), including the full and timely payment of any amount due and payable pursuant to any Buyer Obligation, Buyer Guarantor will forthwith perform or cause to be performed such Buyer Obligation and will forthwith make full payment of any amount due with respect thereto at its sole cost and expense. (b) Silgan covenants Buyer Guarantor’s obligations hereunder shall remain in full force and agrees that if effect until the Buyer Obligations shall have been performed in full. If at any time any Buyer defaults in the performance or payment by any Person of any Buyer ObligationObligation is rescinded or must be otherwise restored or returned, Silgan shall promptlywhether upon the insolvency, upon notice from Sellerbankruptcy or reorganization of Buyer or otherwise, pay, or cause the payment of, Buyer Guarantor’s obligations hereunder with respect to such Buyer Obligation. (c) The Obligation shall be reinstated at such time as though such Buyer Obligation had become due and had not been performed. Buyer Guarantor acknowledges and agrees that its obligations of Silgan under this Section 9.1 are absolute 9.16 shall continue and unconditional, present and continuing, and shall not be affectedreduced, modifieddischarged, impaired in whole or prejudiced upon the happening from time to time of any one in part, or more of the following events: otherwise affected by (i) the extension failure or delay on the part of time for Buyer to assert any claim or demand or to enforce any right or remedy against Seller; (ii) any change in the time, place or manner of payment of any amounts due or of the time for performance of any of the Buyer Obligations; (ii) the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification or amendment (whether material or otherwise) of any of the Buyer Obligations; terms or provisions of this Agreement (other than this Section 9.16, as applicable); (iii) any change in the failurecorporate existence, omissionstructure or ownership of Buyer; (iv) the existence of any claim, delay set-off or lack on other right which Buyer Guarantor may have at any time against Buyer or any of its subsidiaries, whether in connection with the part Buyer Obligations or otherwise; (v) the adequacy of Seller to enforce, ascertain any means Buyer may have of obtaining payment or exercise any right, power or remedy under or pursuant performance related to the terms Buyer Obligations; (vi) the value, genuineness, regularity, illegality or enforceability of this Agreement or any other document contemplated by Transaction Document; (vii) any waiver, amendment or modification of this Agreement Agreement or any Transaction Document, in each case, in accordance with the terms hereof or thereof; (ivviii) the fact that Silgan may at any time in the future dispose of all addition, substitution or any part of its interest in any Buyer; or (v) the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization or other similar or dissimilar failure or financial disability release of any Buyer. (d) Silgan irrevocably and absolutely waives any and all right of subrogation, contribution, indemnification, reimbursement Person now or similar rights against each Buyer hereafter liable with respect to the guaranty provided Buyer Obligations or otherwise interested in the transactions contemplated by this Agreement or any Transaction Document; (ix) the lack of authority of any officer, director or any other person acting or purporting to act on behalf of Buyer, or any defect in the formation of Buyer; (x) any change in the applicable Law of any jurisdiction; (xi) any present or future action of any Governmental Entity amending, varying, reducing or otherwise affecting or purporting to amend, vary, reduce or otherwise affect, any portion of the Buyer Obligations; (xii) any of the administration, insolvency, bankruptcy, liquidation or cessation of business of Buyer or Seller; (xiii) any invalidity, illegality, unenforceability, irregularity or frustration in any respect of any of the liabilities or obligations referred to in this Section 9.1, whether such rights arise under an express 9.16; or implied Contract or by operation of Law, it being the intention of Silgan and Seller that Silgan shall not be deemed to be a “creditor” (as defined in Section 101 of the U.S. Bankruptcy Code or xiv) any other applicable Lawact, omission, event or circumstances which, but for this provision, might operate to prejudice, affect or otherwise affect the liability of Buyer Guarantor under this Section 9.16. (c) With respect to its obligations hereunder, Buyer Guarantor expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, all defenses which may be available by virtue of any Buyer by reason valuation, stay, moratorium law or other similar applicable Law now or hereafter in effect, any right to require the marshalling of the existence assets of this Agreement in the event that such Buyer becomes a debtor in any proceeding under the U.S. Bankruptcy Code or any other applicable Law. In additionBuyer, Silgan will not exercise any rights which it may acquire by way of subrogation under this guaranty by any payment made hereunder or otherwise, until and all of the Buyer Obligations shall have indefeasibly been paid or performed in full. If any amount shall be paid to Silgan on account of such subrogation rights at any time when all the Buyer Obligations shall not have been indefeasibly paid or performed in full, such amount shall be held in trust for the benefit of Seller and shall forthwith be paid to Seller and applied to such liabilities and obligations, whether matured or unmaturedsuretyship defenses generally.

Buyer Guarantee. (a) Silgan 10.1 The Guarantor hereby guarantees unconditionally and irrevocably undertakes to the Seller Indemnitees as primary obligor and not merely as surety: 10.1.1 to procure that the payment in full Buyer duly performs and discharges all of all amounts: its obligations (ithe “Obligations”) when under this Agreement; 10.1.2 to guarantee the due and owing punctual payment of any and all sums payable (the “Sums Payable”) by Buyers under the Buyer arising out of or in connection with this Agreement when the same shall become due and any amendments theretothe Guarantor shall pay such sums within five Business Days of a demand; and 10.1.3 as a continuing obligation, including Buyers’ obligations to indemnify the Seller Indemnitees against, and to pay within five Business Days of a demand an amount equal to, any Loss which the Seller may incur at any time or from time to time in accordance with ARTICLE 8; respect of or as a result of: (iia) any failure by the Buyer Termination Fee if such fee becomes payable pursuant to Section 7.3, subject perform and discharge any of the Obligations or to pay the other terms and conditions of this AgreementSums Payable; and (iii) incurred by any Seller Indemnitee in connection with any Litigation initiated to enforce the provisions of this Section 9.1 to the extent that such Seller Indemnitee is the prevailing party (collectively, the “Buyer Obligations” and each, individually, a “Buyer Obligation”).and (b) Silgan covenants any of the Obligations becoming invalid, illegal, void, voidable or unenforceable for any reason whatsoever, provided that the aggregate maximum amount payable by the Guarantor under this Agreement shall not exceed the aggregate maximum amount payable by the Buyer under this Agreement, subject to any adjustments set out herein. 10.2 The obligations assumed by the Guarantor in clause 10.1 constitute a continuing security which shall not be capable of being determined by notice and agrees that subject always to the proviso in clause 10.1 shall remain in force until all of the Obligations have been fully performed and discharged and all the Sums Payable have been fully paid. Where any discharge (whether in respect of the Obligations or any security for those obligations) is made in whole or in part, or any arrangement is made on the faith of any payment, security or other disposition, which is avoided, or must be restored, on insolvency or liquidation, the liability of the Guarantor under this clause 10 shall continue as if at the discharge or arrangement had not occurred. 10.3 Neither the obligations of the Guarantor nor the rights and remedies of the Seller under clause 10.1 or otherwise conferred by law shall be discharged, prejudiced or impaired by reason of: 10.3.1 any amendment to this Agreement or any variation of any of the Obligations; 10.3.2 any incapacity or lack of powers, authority or legal personality of, or dissolution or change in the members or status or constitution of, the Buyer, the Guarantor or any other person or the acquisition of all or part of the undertaking of the Buyer; 10.3.3 any of the Obligations being or becoming invalid, illegal, void or unenforceable for any reason; 10.3.4 any time or indulgence given or agreed to be given, or any Buyer defaults composition or arrangement made or accepted in the payment respect of any of the Obligations; 10.3.5 any waiver or release of the Obligations; 10.3.6 any postponement, discharge, reduction, non-provability or other similar circumstance affecting any of the Obligations and/or the Sums Payable resulting from: (a) the making of any composition or arrangement by the Buyer Obligationwith its creditors; or (b) any insolvency, Silgan shall promptly, upon notice from Seller, pay, liquidation or cause the payment of, such Buyer Obligation.dissolution proceedings; or (c) any law, regulation or order. 10.4 The Seller may enforce the obligations of Silgan the Guarantor under this Section 9.1 are absolute and unconditional, present and continuing, and shall not be affected, modified, impaired clauses 10.1.1 to 10.1.3 without first taking any steps or prejudiced upon the happening from time to time of any one or more of the following events: (i) the extension of time for payment of any amounts due or of the time for performance of any of proceedings against the Buyer Obligations; (ii) the modification or amendment (whether material or otherwise) of any of the Buyer Obligations; (iii) the failure, omission, delay or lack on the part of Seller to enforce, ascertain or exercise any right, power or remedy under or pursuant to the terms of this Agreement or any other document contemplated by this Agreement (iv) the fact that Silgan may at any time in the future dispose of all or any part of its interest in any Buyer; or (v) the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization or other similar or dissimilar failure or financial disability of any Buyer. (d) Silgan irrevocably and absolutely waives any and all right of subrogation, contribution, indemnification, reimbursement or similar rights against each Buyer with respect to the guaranty provided in this Section 9.1, whether such rights arise under an express or implied Contract or by operation of Law, it being the intention of Silgan and Seller that Silgan shall not be deemed to be a “creditor” (as defined in Section 101 of the U.S. Bankruptcy Code or any other applicable Law) of any Buyer by reason of the existence of this Agreement in the event that such Buyer becomes a debtor the circumstances described in any proceeding under the U.S. Bankruptcy Code clause 10.3.2 or any other applicable Law. In addition, Silgan will not exercise any rights which it may acquire by way of subrogation under this guaranty by any payment made hereunder or otherwise, until all of the Buyer Obligations shall have indefeasibly been paid or performed in full. If any amount shall be paid to Silgan on account of such subrogation rights at any time when all the Buyer Obligations shall not have been indefeasibly paid or performed in full, such amount shall be held in trust for the benefit of Seller and shall forthwith be paid to Seller and applied to such liabilities and obligations, whether matured or unmatured10.3.6 apply.

Buyer Guarantee. LDC hereby absolutely and unconditionally guarantees (aexcept for any conditions contained in this Section 12.18) Silgan hereby guarantees to the Seller Indemnitees the payment in full and performance when due of all amounts: (i) when due obligations, liabilities and owing by Buyers under this Agreement indebtedness of any kind, nature and any amendments thereto, including Buyers’ obligations to indemnify the Seller Indemnitees in accordance with ARTICLE 8; (ii) the description of Buyer Termination Fee if such fee becomes payable pursuant to Section 7.3, subject to the other terms and conditions its Affiliates arising out of this Agreement; and (iii) incurred by any Seller Indemnitee or in connection with any Litigation initiated to enforce the provisions of this Section 9.1 to the extent that such Seller Indemnitee is the prevailing party a Third-Party Claim as contemplated hereby (collectively, the “Buyer Third-Party Obligations” and each, individually, a “Buyer Obligation”). (b) Silgan covenants . The Third-Party Obligations may be enforced by Seller against LDC without any requirement that Seller first exercise its rights against Buyer. In determining when payment, performance or discharge of obligations by LDC are due, and agrees the amount thereof, LDC may assert any defenses or limitations to any such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that if at any time any LDC or Buyer defaults in the payment of any Buyer Obligation, Silgan shall promptly, upon notice from Seller, pay, or cause the payment of, such Buyer Obligation. (c) The may have under this Agreement. LDC’s obligations of Silgan under this Section 9.1 are absolute 12.18 shall remain in full force and unconditional, present and continuingeffect without regard to, and shall not be affectedreleased, modifieddischarged, impaired or prejudiced upon the happening from time to time of in any one way affected by, any circumstance or more condition whatsoever (whether or not LDC shall have any knowledge thereof) except as may be expressly set forth herein. LDC hereby waives each of the following events: following: (i) notice of acceptance of the extension of time for payment of any amounts due Third-Party Obligations or of the time for performance of any of the Buyer Obligations; (ii) the modification existence or amendment (whether material or otherwise) of any of the Buyer Obligations; (iii) the failure, omission, delay or lack on the part of Seller to enforce, ascertain or exercise any right, power or remedy under or pursuant to the terms of this Agreement or any other document contemplated by this Agreement (iv) the fact that Silgan may at any time in the future dispose creation of all or any part of the Third-Party Obligations; (ii) presentment, demand, protest or notice of dishonor, nonpayment or other default with respect to any of the Third-Party Obligations and all other notices whatsoever (except for notices to be provided to Buyer, LDC and its interest counsel in accordance with this Agreement or applicable Law); (iii) any requirement that Seller institute suit or otherwise exhaust their rights or remedies against Buyer or against any other Person prior to enforcing any rights they have hereunder or otherwise against LDC; and (iv) all suretyship defenses generally (other than defenses to the payment of the obligations that are available to LDC or Buyer under this Agreement). Nothing contained in this Section 12.18 shall limit LDC’s ability to assert as a defense to any claim any defense that would be available to Buyer if the claim were asserted directly against Buyer; or (v) . This Agreement has been duly executed and delivered by LDC, and, assuming this Agreement constitutes the valid and binding obligation of the other Parties hereto and LDC, this Section 12.18 constitutes the valid and binding obligation of LDC, enforceable against LDC in accordance with its terms, subject only, as to enforcement, to applicable bankruptcy, insolvency, winding upreorganization, dissolution, liquidation, administration, reorganization or other similar or dissimilar failure or financial disability of any Buyer. (d) Silgan irrevocably and absolutely waives any and all right of subrogation, contribution, indemnification, reimbursement moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights against each Buyer with respect generally and general principles of equity. For the avoidance of doubt, notwithstanding anything contained herein to the guaranty provided in this Section 9.1contrary, whether such rights arise under an express or implied Contract or by operation LDC is not guaranteeing the obligation of LawBuyer to pay, it being and shall have no obligation to pay, the intention Closing Payment at the Closing (other than, for the avoidance of Silgan and Seller that Silgan shall not be deemed to be a “creditor” (as defined in Section 101 doubt, its portion of the U.S. Bankruptcy Code or any other applicable Law) of any Buyer by reason of required equity contributions to Buyer, including the existence of this Agreement in the event that such Buyer becomes a debtor in any proceeding under the U.S. Bankruptcy Code or any other applicable Law. In addition, Silgan will not exercise any rights which it may acquire by way of subrogation under this guaranty by any payment made hereunder or otherwise, until all of the Buyer Obligations shall have indefeasibly been paid or performed in full. If any amount shall be paid to Silgan on account of such subrogation rights at any time when all the Buyer Obligations shall not have been indefeasibly paid or performed in full, such amount shall be held in trust for the benefit of Seller and shall forthwith be paid to Seller and applied to such liabilities and obligations, whether matured or unmaturedInitial Capital Injection).

Buyer Guarantee. (a) Silgan hereby 9.5.1 The Guarantor unconditionally and irrevocably guarantees to the Seller Indemnitees Sellers the payment in full due and punctual performance and observance by the Buyer of all amounts: (i) when due its obligations, commitments, undertakings, warranties and owing by Buyers indemnities under this Agreement and any amendments thereto, including Buyers’ obligations to indemnify the Seller Indemnitees in accordance with ARTICLE 8; (ii) the Buyer Termination Fee if such fee becomes payable or pursuant to Section 7.3, subject to the other terms and conditions of this Agreement; and (iii) incurred by any Seller Indemnitee in connection with any Litigation initiated to enforce the provisions of this Section 9.1 to the extent that such Seller Indemnitee is the prevailing party (collectively, the Management Deed and the Tax Deed (the “Buyer Buyer’s Guaranteed Obligations” and each, individually, a “Buyer Obligation”). (b) Silgan covenants ; and agrees that if at any time Buyer’s Guaranteed Obligation is or becomes unenforceable, invalid or illegal it will, as an independent and primary obligation, indemnify the Sellers immediately on demand against all Losses which the Sellers suffer through or arising from any act or omission that would be a breach by the Buyer of the Buyer’s Guaranteed Obligations if the relevant Buyer’s Guaranteed Obligations were not unenforceable, invalid or illegal, to the extent of any limit on the liability of the Buyer in this Agreement, the Management Deed or the Tax Deed. 9.5.2 If and whenever the Buyer defaults for any reason whatsoever in the payment performance of any Buyer Obligationof the Buyer’s Guaranteed Obligations, Silgan the Guarantor shall promptlyforthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the Buyer’s Guaranteed Obligations in regard to which such default has been made in the manner prescribed by this Agreement, upon notice from Seller, pay, the Management Deed or cause the payment of, such Buyer ObligationTax Deed and so that the same benefits shall be conferred on the Sellers as they would have received if the Buyer’s Guaranteed Obligations had been duly performed and satisfied by the Buyer. 9.5.3 This guarantee is to be a continuing guarantee and accordingly is to remain in force until all the Buyer’s Guaranteed Obligations shall have been performed or satisfied. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which the Sellers may now or hereafter have or hold for the performance and observance of the Buyer’s Guaranteed Obligations. 9.5.4 As a separate and independent stipulation the Guarantor agrees that any of the Buyer’s Guaranteed Obligations (cincluding any moneys payable) which may not be enforceable against or recoverable from the Buyer by reason of any legal limitation, disability or incapacity on or of the Buyer or the dissolution, amalgamation or reconstruction of the Buyer or any other fact or circumstances (other than any limitation imposed by this Agreement, the Management Deed or the Tax Deed) shall nevertheless be enforceable against and recoverable from the Guarantor as though the same had been incurred by the Guarantor and the Guarantor were the sole or principal obligor in respect thereof and shall be performed or paid by the Guarantor on demand. 9.5.5 The obligations liability of Silgan the Guarantor under this Section 9.1 are absolute and unconditional, present and continuing, and Clause 9.5 shall not be affected, modifiedimpaired, impaired reduced or prejudiced upon the happening from time to time of any one or more of the following eventsreleased by: (ia) the extension of time for payment of any amounts due or variation of the time for performance of any of the Buyer Buyer’s Guaranteed Obligations; (iib) the modification any forbearance, neglect or amendment (whether material or otherwise) of any delay in seeking performance of the Buyer ObligationsBuyer’s Guaranteed Obligations or any granting of time for such performance; (iiic) the failureillegality, omissioninvalidity, delay unenforceability of, or lack on the part of Seller to enforceany defect in, ascertain or exercise any right, power or remedy under or pursuant to the terms provision of this Agreement Agreement, the Management Deed or the Tax Deed or the Buyer’s obligations under any other document contemplated by this Agreementof them; (ivd) the fact that Silgan may at any time in the future dispose of all insolvency or any part of its interest in any Buyersimilar proceeding; or (ve) the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization or other similar or dissimilar failure or financial disability of any Buyer. (d) Silgan irrevocably and absolutely waives any and all right of subrogation, contribution, indemnification, reimbursement or similar rights against each Buyer with respect to the guaranty provided in this Section 9.1, whether such rights arise under an express or implied Contract or by operation of Law, it being the intention of Silgan and Seller that Silgan shall not be deemed to be a “creditor” (as defined in Section 101 of the U.S. Bankruptcy Code or any other applicable Law) of any Buyer by reason of fact or event which in the existence absence of this Agreement in the event that such Buyer becomes provision would or might constitute or afford a debtor in any proceeding under the U.S. Bankruptcy Code legal or any other applicable Law. In addition, Silgan will not exercise any rights which it may acquire by way of subrogation under this guaranty by any payment made hereunder equitable discharge or otherwise, until all of the Buyer Obligations shall have indefeasibly been paid release or performed in full. If any amount shall be paid a defence to Silgan on account of such subrogation rights at any time when all the Buyer Obligations shall not have been indefeasibly paid or performed in full, such amount shall be held in trust for the benefit of Seller and shall forthwith be paid to Seller and applied to such liabilities and obligations, whether matured or unmatureda guarantor.

Buyer Guarantee. (a) Silgan Buyer hereby irrevocably, absolutely and unconditionally guarantees (as the primary obligor and not merely as surety) to the Seller Indemnitees Sellers the payment in prompt and full discharge by the Merger Sub of all amounts: (i) when due each of the Merger Sub’s covenants, agreements, obligations and owing by Buyers liabilities under this Agreement and any amendments thereto, including Buyers’ obligations to indemnify the Seller Indemnitees in accordance with ARTICLE 8; (ii) the Buyer Termination Fee if such fee becomes payable pursuant to Section 7.3, subject to the other terms and conditions of this Agreement; and (iii) incurred by any Seller Indemnitee in connection with any Litigation initiated to enforce the provisions of this Section 9.1 to the extent that such Seller Indemnitee is the prevailing party (collectively, the “Buyer Merger Sub Obligations” and each, individually, a “Buyer Obligation”), in accordance with the terms hereof. The Buyer 49 acknowledges and agrees that, with respect to all the Merger Sub Obligations to pay money pursuant to this Agreement, such guaranty shall be a guaranty of payment and performance and not of collection and shall not be conditioned or contingent upon the pursuit of any remedies against Merger Sub. For the avoidance of doubt, the Merger Sub Obligations that are guaranteed by Buyer under this Agreement do not include any of Merger Sub’s covenants, agreements, obligations or liabilities under the Promissory Notes and nothing contained in this Agreement shall be construed to expand Buyer’s limited recourse guarantee of Merger Sub’s covenants, agreements, obligations and liabilities under the Promissory Notes pursuant to the terms thereof. (b) Silgan covenants Buyer hereby irrevocably, absolutely and unconditionally guarantees (as the primary obligor and not merely as surety) to the Sellers the prompt and full discharge by the Surviving Company of its covenants, agreements, obligations and liabilities under this Agreement (collectively, the “Surviving Company Obligations”), in accordance with the terms hereof. The Buyer acknowledges and agrees that if at any time any Buyer defaults in that, with respect to all the payment of any Buyer Obligation, Silgan shall promptly, upon notice from Seller, pay, or cause the payment ofSurviving Company Obligations to pay money pursuant to this Agreement, such Buyer Obligation. (c) The obligations guaranty shall be a guaranty of Silgan under this Section 9.1 are absolute payment and unconditional, present performance and continuing, not of collection and shall not be affected, modified, impaired conditioned or prejudiced contingent upon the happening from time to time pursuit of any one or more remedies against Surviving Company. For the avoidance of doubt, the following events: (i) the extension of time for payment of any amounts due or of the time for performance of Surviving Company Obligations that are guaranteed by Buyer under this Agreement do not include any of the Buyer Obligations; (ii) Surviving Company’s covenants, agreements, obligations or liabilities under the modification or amendment (whether material or otherwise) of any Promissory Notes and nothing contained in this Agreement shall be construed to expand Buyer’s limited recourse guarantee of the Buyer Obligations; (iii) Surviving Company’s covenants, agreements, obligations and liabilities under the failure, omission, delay or lack on the part of Seller to enforce, ascertain or exercise any right, power or remedy under or Promissory Notes pursuant to the terms of this Agreement or any other document contemplated by this Agreement (iv) the fact that Silgan may at any time in the future dispose of all or any part of its interest in any Buyer; or (v) the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization or other similar or dissimilar failure or financial disability of any Buyerthereof. (d) Silgan irrevocably and absolutely waives any and all right of subrogation, contribution, indemnification, reimbursement or similar rights against each Buyer with respect to the guaranty provided in this Section 9.1, whether such rights arise under an express or implied Contract or by operation of Law, it being the intention of Silgan and Seller that Silgan shall not be deemed to be a “creditor” (as defined in Section 101 of the U.S. Bankruptcy Code or any other applicable Law) of any Buyer by reason of the existence of this Agreement in the event that such Buyer becomes a debtor in any proceeding under the U.S. Bankruptcy Code or any other applicable Law. In addition, Silgan will not exercise any rights which it may acquire by way of subrogation under this guaranty by any payment made hereunder or otherwise, until all of the Buyer Obligations shall have indefeasibly been paid or performed in full. If any amount shall be paid to Silgan on account of such subrogation rights at any time when all the Buyer Obligations shall not have been indefeasibly paid or performed in full, such amount shall be held in trust for the benefit of Seller and shall forthwith be paid to Seller and applied to such liabilities and obligations, whether matured or unmatured.

Buyer Guarantee. (a) Silgan Buyer Guarantor hereby irrevocably and unconditionally guarantees to Sellers the Seller Indemnitees the payment in prompt and full discharge by Buyer of all amounts: (i) when due of Buyer’s covenants, agreements, obligations and owing by Buyers liabilities under this Agreement and any amendments theretothe other Transaction Agreements, including Buyers’ obligations to indemnify the Seller Indemnitees in accordance with ARTICLE 8; (ii) due and punctual payment of all amounts which are or may become due and payable by Buyer hereunder and thereunder when and as the Buyer Termination Fee if such fee becomes same shall become due and payable pursuant to Section 7.3, subject to the other terms and conditions of this Agreement; and (iii) incurred by any Seller Indemnitee in connection with any Litigation initiated to enforce the provisions of this Section 9.1 to the extent that such Seller Indemnitee is the prevailing party (collectively, the “Buyer Obligations” ”), in accordance with the terms hereof and eachthereof. Buyer Guarantor acknowledges and agrees that, individuallywith respect to all Buyer Obligations to pay money, such guaranty shall be a “guaranty of payment and performance and not of collection and shall not be conditioned or contingent upon the pursuit of any remedies against Buyer. If Buyer shall default in the due and punctual performance of any Buyer Obligation”), including the full and timely payment of any amount due and payable pursuant to any Buyer Obligation, Buyer Guarantor will forthwith perform or cause to be performed such Buyer Obligation and will forthwith make full payment of any amount due with respect thereto at its sole cost and expense. (b) Silgan covenants and agrees that if at any time any Buyer defaults in the payment of any Buyer Obligation, Silgan shall promptly, upon notice from Seller, pay, or cause the payment of, such Buyer Obligation. (c) The obligations of Silgan under this Section 9.1 are Buyer Guarantor hereunder shall be absolute and unconditional, present and continuingcontinuing and, and without limiting the generality of the foregoing, shall not be affectedreleased, modified, impaired discharged or prejudiced upon the happening from time to time of any one or more of the following eventsotherwise affected by: (i) any bankruptcy proceeding involving Buyer or Buyer’s Affiliates or any voluntary or involuntary liquidation, dissolution or winding up the extension of time for payment of any amounts due affairs of, or termination of the time for performance of existence of, Buyer or any of the Buyer Obligationsits other Affiliates or any circumstance which might constitute a legal or equitable discharge of a guarantor; (ii) any modification, amendment, restatement, waiver or rescission of, or any consent to the modification or amendment (whether material or otherwise) of departure from, any of the terms of any Transaction Agreement (provided that, for the avoidance of doubt, Buyer ObligationsGuarantor’s obligations shall be with respect to the Buyer Obligations as so modified, amended, restated, waived or rescinded); (iii) any change in the failure, omission, delay corporate structure or lack on the part ownership of Seller to enforce, ascertain or exercise any right, power or remedy under or pursuant to the terms of this Agreement or any other document contemplated by this AgreementBuyer; (iv) the fact existence of any defense, set-off or other rights that Silgan Buyer Guarantor may have at any time in the future dispose of all against Buyer or Sellers (or their respective Affiliates) or any part of its interest other Person, whether in connection herewith or any Buyerunrelated transactions; or (v) the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization any other act or other similar failure to act or dissimilar failure or financial disability delay of any Buyerkind by Buyer or any of its Affiliates. (c) Buyer Guarantor hereby waives any right, whether legal or equitable, statutory or non-statutory, to require Sellers to proceed against or take any action against or pursue any remedy with respect to Buyer or any other Person or make presentment, protest or demand for performance or give any notice of nonperformance before Sellers may enforce their rights hereunder against Buyer Guarantor, and no such act or omission of any kind shall in any way affect or impair this guarantee. (d) Silgan irrevocably and absolutely waives The guarantee provided by the Buyer Guarantor hereunder shall continue to be effective, or be automatically reinstated, as the case may be, if at any and all right time payment or performance or any part thereof, of subrogationany of the obligations guaranteed hereunder, contributionis rescinded or must otherwise be restored, indemnificationreturned or rejected upon the insolvency, reimbursement bankruptcy, dissolution, liquidation or reorganization of Buyer or any Affiliate thereof, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar rights against each officer for, Buyer or any of its Affiliates, all as though such payment or performance had not been made. (e) Buyer Guarantor hereby makes the representations and warranties in Sections 4.1 4.2, 4.3 and 4.4, mutatis mutandis, with respect to the guaranty provided in its obligations under this Section 9.1, whether such rights arise under an express or implied Contract or 9.18. (f) The guarantee provided by operation of Law, it being the intention of Silgan and Seller that Silgan shall Buyer Guarantor hereunder may not be deemed to be a “creditor” (as defined assigned or transferred, in Section 101 whole or in part, without the prior written consent of the U.S. Bankruptcy Code Sellers, and any purported assignment or any other applicable Law) of any Buyer by reason of the existence transfer in contravention of this Agreement in the event that such Buyer becomes a debtor in any proceeding under the U.S. Bankruptcy Code or any other applicable Law. In addition, Silgan will not exercise any rights which it may acquire by way of subrogation under this guaranty by any payment made hereunder or otherwise, until all of the Buyer Obligations shall have indefeasibly been paid or performed in full. If any amount Section 9.18 shall be paid to Silgan on account null and void and of such subrogation rights at any time when all the Buyer Obligations shall not have been indefeasibly paid or performed in full, such amount shall be held in trust for the benefit of Seller no force and shall forthwith be paid to Seller and applied to such liabilities and obligations, whether matured or unmaturedeffect.