Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, revenue rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for Silgan reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a written opinion or other evidence, in form and substance reasonably satisfactory to the Administrative Agent, with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party which has not already had all of its stock pledged pursuant to the US Pledge Agreement (other than of any Excluded Entity (as defined in the US Pledge Agreement)) that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote to secure the Obligations of the US Credit Parties (as opposed to the Obligations of a Foreign Credit Party, including, for this purpose, any guaranty of such Obligations by a US Credit Party), (ii) the entering into by such Foreign Subsidiary of a pledge agreement substantially in the form of the US Pledge Agreement to secure the Obligations of the US Borrowers and of such Foreign Subsidiary under the US Borrowers/Subsidiaries Guaranty and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the US Borrowers/Subsidiaries Guaranty guaranteeing the Obligations of the US Borrowers, in any such case could reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for US Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal income tax purposes, then, except during a Collateral Release Period, (A) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock so issued by such Foreign Subsidiary not theretofore pledged pursuant to the US Pledge Agreement to secure the Obligations of the US Credit Parties shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the US Pledge Agreement, (B) in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall execute and deliver the US Pledge Agreement (or another pledge agreement in substantially similar form, if needed, including by amending or otherwise ...
Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the Borrower acceptable to the Administrative Agent and the Required Banks does not within 30 days after a request from the Administrative Agent or the Required Banks deliver to the Administrative Agent evidence, in form and substance satisfactory to the Administrative Agent and the Required Banks, with respect to any Foreign Subsidiary which has not already had all of its stock pledged pursuant to the Pledge Agreement that a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, would cause the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent for Federal income tax purposes, then that portion of such Foreign Subsidiary's outstanding capital stock not theretofore pledged pursuant to the Pledge Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge Agreement (or another pledge agreement in substantially similar form, if needed), to the extent that the entering into such Pledge Agreement is permitted by the laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 8.14 to be in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks.
Foreign Subsidiaries Security. 53 8.14 Permitted Acquisitions.....................................................................54 8.15
Foreign Subsidiaries Security. 59 7.17 Contributions; Payments.............................................. 60 7.18 Accounts Receivable Facility Transaction............................. 60
Foreign Subsidiaries Security. 46 SECTION 8.
Foreign Subsidiaries Security. 64 8.14 Hotel Property Management...................................... 65 8.15 Maintenance of Corporate Separateness.......................... 65 SECTION 9.
Foreign Subsidiaries Security. Notwithstanding anything to the contrary in the Credit Documents, the Credit Parties shall not be required to enter into foreign law Pledge and Security Agreements after the Effective Date with respect to capital stock of Foreign Subsidiaries which are otherwise required to be pledged under the Credit Documents to the extent the fair market value of the assets of a Foreign Subsidiary and its direct and indirect Subsidiaries is less than $25,000,000 at the time such Foreign Subsidiary is acquired or created; provided that if the Company shall reasonably determine that the fair market value of the assets of any Foreign Subsidiary and its direct and indirect Subsidiaries acquired or created after the Effective Date exceeds $40,000,000 as of the end of any fiscal year of the Company, then the relevant Credit Party shall be required to enter into a foreign law Pledge and Security Agreement with respect to the capital stock of such Foreign Subsidiary (to the extent otherwise required to be pledged pursuant to the Credit Documents) within 60 days following the date of delivery to the Administrative Agent of the compliance certificate delivered concurrently with the financial statements for such fiscal year delivered pursuant to Section 8.1(a), or such longer period as may be agreed by the Administrative Agent (and without any requirement for Lender consent).
Foreign Subsidiaries Security. 83 8.13 Use of Proceeds................................................................ 84 8.14 Permitted Acquisitions......................................................... 84 8.15 Maintenance of Company Separateness............................................ 85 8.16
Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for Holdings or the Borrower, as applicable, reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver to the Administrative Agent evidence, in form and substance reasonably satisfactory to the Administrative Agent, with respect to any Foreign Subsidiary which has not already had all of its stock pledged pursuant to either Pledge Agreement that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote or, in the case of a Foreign Subsidiary whose capital stock is held by another Foreign Subsidiary, a pledge of any of the capital stock of such Foreign Subsidiary, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement, (iii) the entering into by such Foreign Subsidiary of a pledge agreement in substantially the form of the Borrower/Sub Pledge Agreement and (iv) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case would cause (A) the undistributed earnings of such Foreign Subsidiary (or such Foreign Subsidiary’s parent or indirect parent to the extent that such parent is also a Foreign Subsidiary) as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for federal income tax purposes or (B) other material adverse U.S. federal income tax consequences to the Credit Parties, then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock not theretofore pledged pursuant to the applicable Pledge Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to such Pledge Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) or (iii) above, such Foreign Subsidiary shall execute and deliver the Security Agreement (or another security agreement in substantially similar form, if needed) or the Borrower/Sub Pledge Agreement (or another pledge agreement in substan...
Foreign Subsidiaries Security. 85 7.14 Use of Proceeds; Margin Regulations..................................................................... 85 7.15 Holdings Preferred Stock................................................................................ 86 ARTICLE VIII.
