Common use of Foreign Subsidiaries Security Clause in Contracts

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 modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US Borrowers, in each case to the extent that the entering into of the US Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 to be in form and substance reasonably satisfactory to the Administrative Agent.

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 the U.S. Borrower 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 evidencelegal opinion, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary directly owned by Silgan or another US Credit Party that is not a Look-Through Subsidiary 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 and Security 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 Partyvote, including, for this purpose, any guaranty of such Obligations by a US Credit Party), and (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 BorrowersGuaranty, in any such case could reasonably be expected to cause (A) 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 purposespurposes or (B) other material adverse Federal income tax consequences to the Credit Parties, thenthen (in each case, except during a Collateral Release Period, (Asubject to any restrictions described in Section 10.15) 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 (and to the US extent required by) the Pledge and Security 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 Agreementand Security Agreement (or another pledge agreement in substantially similar form, (B) if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the US Pledge Agreement (or another pledge agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersU.S. Borrower under the Credit Documents and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries Guaranty, in each case to the extent that the entering into of the US such Pledge and Security Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 8.10 10.14 to be in form and substance reasonably satisfactory to the Administrative Agent.

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 the U.S. Borrower reasonably acceptable to the Administrative Agent and the Required Lenders 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 AgentAgent and the Required Lenders, 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 Equity Interests entitled to vote of any Foreign Unrestricted Subsidiary owned by a U.S. Credit Party which has not already had all of its Equity Interests pledged pursuant to the U.S. Pledge Agreement or a Local Law Pledge Agreement, as applicable, to secure all of the Obligations of the US Credit Parties (as opposed to defined in the Obligations of a Foreign Credit Party, including, for this purpose, any guaranty of respective such Obligations by a US Credit PartySecurity Document), (ii) the entering into by such a Foreign Subsidiary Guarantor of a pledge agreement in substantially in the form of the US U.S. Pledge Agreement to secure the Obligations of the US Borrowers and of such Foreign Subsidiary under the US Borrowers/Subsidiaries Guaranty and Agreement, (iii) the entering into by such a Foreign Subsidiary Guarantor of a security agreement in substantially the form of the U.S. Security Agreement and (iv) the entering into by a Foreign Subsidiary Guarantor of a guaranty in substantially the form of the US Borrowers/U.S. Subsidiaries Guaranty guaranteeing the Obligations of the US BorrowersGuaranty, in any such case could reasonably be expected to would 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 or a deemed disposition of the shares of stock of such Foreign Subsidiary for Federal income tax purposes, then, except during a Collateral Release Period, then (AI) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Unrestricted Subsidiary’s outstanding capital stock so issued Equity Interests owned or held by such Foreign Subsidiary a U.S. Credit Party and not theretofore pledged pursuant to the US U.S. Pledge Agreement or a Local Law Pledge Agreement, as applicable, to secure all of the Obligations of (as defined in the US Credit Parties respective such Security Document) shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the US U.S. Pledge AgreementAgreement or the relevant Local Law Pledge Agreement (or another pledge agreement in substantially similar form, if needed), (BII) in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary Guarantor shall execute and deliver the US U.S. Pledge Agreement (or another pledge agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly stock, other Equity Interests and promissory notes owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, (other than Excluded Collateral) and securing the Obligations of the US Borrowers U.S. Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/U.S. Subsidiaries Guaranty shall have been executed by such Foreign SubsidiarySubsidiary Guarantor, the obligations of such Foreign Subsidiary Guarantor thereunder, and (CIII) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary Guarantor shall execute and deliver the US Borrowers/U.S. Security Agreement (or another security agreement in substantially similar form, if needed) granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary Guarantor’s assets (other than the capital stock, other Equity Interests and promissory notes owned by such Foreign Subsidiary and such assets which constitute Excluded Collateral) and securing the obligations of the U.S. Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the U.S. Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary Guarantor, the obligations of such Foreign Subsidiary Guarantor thereunder and (IV) in the case of a failure to deliver the evidence described in clause (iv) above, such Foreign Subsidiary Guarantor shall execute and deliver the U.S. Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersU.S. Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of the US U.S. Pledge Agreement, the U.S. Security Agreement or the US Borrowers/U.S. Subsidiaries Guaranty (or substantially similar documentssuch agreement or guaranty) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 8.12 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and/or the Required Lenders. Notwithstanding anything to the contrary contained in this Section 8.12, no Foreign Subsidiary shall be required to comply with the provisions of this Section 8.12 if the tax advisors for the U.S. Borrower or such Subsidiary determine that there is a reasonable likelihood that such Foreign Subsidiary is, or has ever been, a passive foreign investment company within the meaning of Section 1297 of the Code.

Foreign Subsidiaries Security. If If, following a change that is reasonably determined to be relevant by the Administrative Agent 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 the Borrower reasonably acceptable to the Administrative Collateral Agent does not and the Required Lenders fails within 30 90 days after a reasonable request from the Administrative Collateral Agent or and the Required Lenders to deliver a written opinion or other evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentCollateral Agent and the Borrower, with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party of Holdings which has not already had all of its stock the Equity Interests issued by it pledged pursuant to the US Pledge Agreement (other than of any Excluded Entity (as defined in the US Pledge Agreement)) that (i) a pledge (A) of 66two-2/3% thirds 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 vote, and (B) of the US Credit Parties (as opposed any promissory note issued by such Foreign Subsidiary to the Obligations Borrower or any of a Foreign Credit Party, including, for this purpose, any guaranty of such Obligations by a US Credit Party)its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a pledge agreement guaranty in form and substance substantially in similar to 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 Guaranty, (iii) the entering into by such Foreign Subsidiary of a guaranty security agreement in form and substance substantially similar to the form Security Agreement, and (iv) the entering into by such Foreign Subsidiary of a pledge agreement substantially similar to the US Borrowers/Subsidiaries Guaranty guaranteeing the Obligations of the US BorrowersPledge Agreement, in any such case could would reasonably be expected to be restricted by applicable Law of the jurisdiction of organization of such Foreign Subsidiary or would reasonably be expected to cause the undistributed earnings or future earnings, if any, of such Foreign Subsidiary as determined for US Federal United States federal income tax purposes to be treated included as a deemed dividend to gross income of such Foreign Subsidiary’s United States parent (or other domestic Affiliate) for Federal United States 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 or any promissory notes so issued by such Foreign Subsidiary Subsidiary, in each case not theretofore pledged pursuant to the US Pledge Agreement to secure the Obligations of the US Credit Parties Agreement, shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Finance Parties pursuant to the US Pledge AgreementAgreement (or another pledge agreement in substantially similar form, if needed), in each case only to the extent that such pledge would not reasonably be expected to cause the undistributed earnings or future earnings, if any, of such Foreign Subsidiary as determined for United States federal income tax purposes to be included in gross income of such Foreign Subsidiary’s United States parent (or other domestic Affiliate) for United States federal income tax purposes or would not reasonably be expected to be restricted by Applicable Law of the jurisdiction of organization of such Foreign Subsidiary; (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 Guaranty (or another pledge agreement guaranty in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to guaranteeing the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and Finance Obligations; (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty Security Agreement (or another guaranty security agreement in substantially similar form, if needed), guaranteeing granting to the Obligations Collateral Agent, for the benefit of the US BorrowersFinance Parties, a security interest in all of such Foreign Subsidiary’s assets and securing the Finance Obligations; and (D) in the case of a failure to deliver the evidence described in clause (iv) above, such Foreign Subsidiary shall execute and deliver the Pledge Agreement (or another pledge agreement in substantially similar form, if needed), pledging to the Collateral Agent, for the benefit of the Finance Parties, all of the capital stock and promissory notes owned by such Foreign Subsidiary, in each case to the extent that the entering into of the US Guaranty, Security Agreement or Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws Laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 6.10(d) to be in form form, scope and substance reasonably satisfactory to the Administrative AgentCollateral Agent and the Required Lenders.

Foreign Subsidiaries Security. If following 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 of Borrower which has not already had all of its stock pledged pursuant to the US Pledge Agreement (other than of any Excluded Entity (as defined Security Agreement, Lender may request in the US Pledge Agreement)) writing that Borrower deliver to Lender within 60 days after such request evidence reasonably satisfactory to Lender 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)vote, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of the US Pledge Security 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 BorrowersGuaranty, in any such case could would not reasonably be expected to cause the (x) any 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(y) other materially adverse income tax or other consequences to the Credit Parties or (z) violate or conflict with the laws applicable to such Foreign Subsidiary, except during a Collateral Release Periodand, to the extent such evidence is so delivered (Aor no evidence to the contrary is delivered within such 60-day period) Borrower will, at the written request of Lender, take one or more of the actions described in the case of a failure to deliver immediately succeeding sentence. Provided that the evidence described actions set forth in clause clauses (i) abovethrough (iii) above would not cause the conditions set forth in either clause (x) or (y) above to be met, then within 45 days after Lender’s request, (I) Borrower will, or will cause its applicable Subsidiary to, pledge that portion of each such Foreign Subsidiary’s outstanding capital stock so issued by such Foreign Subsidiary not theretofore pledged pursuant to the US Pledge Security Agreement to secure the Obligations of the US Credit Parties shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Lender 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 Security Agreement (or another pledge agreement in substantially similar form, if needed), including by amending (II) Borrower will cause each such Foreign Subsidiary (to the extent that it is a Wholly-Owned Subsidiary) to execute and deliver the Security Agreement (or otherwise modifying the comparable Foreign Security Documentanother security agreement or pledge agreement in substantially similar form, if needed), granting to the Collateral Agent for the benefit of the Secured Creditors Lender a security interest in all of each such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, assets and securing the Obligations of Borrower under the US Borrowers Credit Documents, under any Interest Rate Protection Agreement or Other Hedging Agreement and under any secured cash management arrangement and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (CIII) in the case of a failure to deliver the evidence described in clause (iii) above, Borrower will cause each such Foreign Subsidiary shall (to the extent it is a Wholly-Owned Subsidiary) to execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of Borrower under the US BorrowersCredit Documents, under any Interest Rate Protection Agreement or Other Hedging Agreement and under any secured cash management arrangement, in each case to the extent that the entering into of the US Pledge Security Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other contractual obligations applicable proceedings) to such Foreign Subsidiary and with all documents delivered pursuant to this Section 8.10 8.13 to be in form and substance reasonably satisfactory to the Administrative AgentLender.

Foreign Subsidiaries Security. If If, following a change that is reasonably determined to be material by the Administrative Agent in the relevant sections Sections of the Code or the regulations, rules, revenue rulings, notices or other official pronouncements issued or promulgated thereunder, the Borrower or its counsel for Silgan or advisors reasonably acceptable to the Administrative Agent does not within 30 45 days after a request from the Administrative Agent or the Required Lenders deliver a written opinion or other evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and the Borrower, with respect to any Foreign Excluded Subsidiary directly owned by Silgan or another US Credit Party of the Borrower which has not already had all of its stock the Equity Interests issued by it pledged pursuant to the US Pledge Agreement as a result of meeting the conditions set forth in clauses (other than d), (f) or (g) of any the definition of “Excluded Entity (as defined in the US Pledge Agreement)) Subsidiary” that (i) a pledge (A) of 66-2/365.0% or more of the total combined voting power of all classes of capital stock of such Foreign Excluded Subsidiary entitled to vote to secure the Obligations vote, and (B) of the US Credit Parties (as opposed any promissory note issued by such Excluded Subsidiary to the Obligations Borrower or any of a Foreign Credit Party, including, for this purpose, any guaranty of such Obligations by a US Credit Party)its Domestic Subsidiaries, (ii) the entering into by such Foreign Excluded Subsidiary of a pledge agreement guaranty in form and substance substantially in identical to 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 Guaranty, (iii) the entering into by such Foreign Excluded Subsidiary of a guaranty security agreement in form and substance substantially identical to the form Security Agreement, and (iv) the entering into by such Excluded Subsidiary of a pledge agreement substantially identical to the US Borrowers/Subsidiaries Guaranty guaranteeing the Obligations of the US BorrowersPledge Agreement, in any such case could reasonably be expected to would cause all or any portion of the undistributed earnings of such Foreign Excluded Subsidiary as determined for US Federal U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Excluded Subsidiary’s United States U.S. parent (or other domestic Affiliate) for Federal U.S. federal income tax purposespurposes under Code Section 956 or any similar provision of federal, state or local tax Law, 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 Excluded Subsidiary’s outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary Excluded Subsidiary, in each case not theretofore pledged pursuant to the US Pledge Agreement to secure the Obligations of the US Credit Parties Agreement, shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Finance Parties pursuant to the US Pledge AgreementAgreement (or another pledge agreement in substantially identical form, if needed); (B) in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Excluded Subsidiary shall execute and deliver the US Pledge Agreement Guaranty (or another pledge agreement guaranty in substantially similar identical form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to guaranteeing the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and Senior Credit Obligations; (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Excluded Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty Security Agreement (or another guaranty security agreement in substantially similar identical form, if needed), guaranteeing granting to the Obligations Collateral Agent, for the benefit of the US BorrowersFinance Parties, a security interest in all of such Excluded Subsidiary’s assets and securing the Finance Obligations; and (D) in the case of a failure to deliver the evidence described in clause (iv) above, such Excluded Subsidiary shall execute and deliver the Pledge Agreement (or another pledge agreement in substantially identical form, if needed), pledging to the Collateral Agent, for the benefit of the Finance Parties, all of the capital stock and promissory notes owned by such Excluded Subsidiary, in each case to the extent that the entering into of the US Guaranty, Security Agreement or Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws Laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 6.12(d) to be in form form, scope and substance reasonably satisfactory to the Administrative Collateral Agent.

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 Holdings reasonably acceptable to the Administrative Agent and the Required Lenders 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 AgentAgent and the Required Lenders, 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 Equity Interests entitled to vote of any Foreign Unrestricted Subsidiary owned by a U.S. Credit Party which has not already had all of its Equity Interests pledged pursuant to the U.S. Pledge Agreement or a Local Law Pledge Agreement, as applicable, to secure all of the Obligations of the US Credit Parties (as opposed to defined in the Obligations of a Foreign Credit Party, including, for this purpose, any guaranty of respective such Obligations by a US Credit PartySecurity Document), (ii) the entering into by such a Foreign Subsidiary Guarantor of a pledge agreement in substantially in the form of the US U.S. Pledge Agreement to secure the Obligations of the US Borrowers and of such Foreign Subsidiary under the US Borrowers/Subsidiaries Guaranty and Agreement, (iii) the entering into by such a Foreign Subsidiary Guarantor of a security agreement in substantially the form of the U.S. Security Agreement and (iv) the entering into by a Foreign Subsidiary Guarantor of a guaranty in substantially the form of the US Borrowers/U.S. Subsidiaries Guaranty guaranteeing the Obligations of the US BorrowersGuaranty, in any such case could reasonably be expected to would 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 's United States parent or a deemed disposition of the shares of stock of such Foreign Subsidiary for Federal income tax purposes, then, except during a Collateral Release Period, then (AI) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Unrestricted Subsidiary’s 's outstanding capital stock so issued Equity Interests owned or held by such Foreign Subsidiary a U.S. Credit Party and not theretofore pledged pursuant to the US U.S. Pledge Agreement or a Local Law Pledge Agreement, as applicable, to secure all of the Obligations of (as defined in the US Credit Parties respective such Security Document) shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the US U.S. Pledge AgreementAgreement or the relevant Local Law Pledge Agreement (or another pledge agreement in substantially similar form, if needed), (BII) in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary Guarantor shall execute and deliver the US U.S. Pledge Agreement (or another pledge agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly stock, other Equity Interests and promissory notes owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, (other than Excluded Collateral) and securing the Obligations of the US Borrowers U.S. Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/U.S. Subsidiaries Guaranty shall have been executed by such Foreign SubsidiarySubsidiary Guarantor, the obligations of such Foreign Subsidiary Guarantor thereunder, and (CIII) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary Guarantor shall execute and deliver the US Borrowers/U.S. Security Agreement (or another security agreement in substantially similar form, if needed) granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary Guarantor's assets (other than the capital stock, other Equity Interests and promissory notes owned by such Foreign Subsidiary and such assets which constitute Excluded Collateral) and securing the obligations of the U.S. Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the U.S. Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary Guarantor, the obligations of such Foreign Subsidiary Guarantor thereunder, and (IV) in the case of a failure to deliver the evidence described in clause (iv) above, such Foreign Subsidiary Guarantor shall execute and deliver the U.S. Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersU.S. Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of the US U.S. Pledge Agreement, the U.S. Security Agreement or the US Borrowers/U.S. Subsidiaries Guaranty (or substantially similar documentssuch agreement or guaranty) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 8.12 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and/or the Required Lenders. Notwithstanding anything to the contrary contained in this Section 8.12, no Foreign Subsidiary shall be required to comply with the provisions of this Section 8.12 if the tax advisors for Holdings or such Subsidiary determine that there is a reasonable likelihood that such Foreign Subsidiary is, or has ever been, a passive foreign investment company within the meaning of Section 1297 of the Code.

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 Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Majority Lenders deliver a written opinion or other evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and Borrower, 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 Security Agreement (other than of any Excluded Entity (as defined in the US Pledge Agreement)) that (i) a pledge of 66-2/3more than 65% 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), and (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 BorrowersJoinder Agreement, 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 's United States parent for Federal income tax purposes, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock so issued by such Foreign Subsidiary and not theretofore pledged pursuant to the US Pledge Security 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 AgreementSecurity Agreement (or another security agreement in substantially similar form, (B) if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall execute and deliver a Joinder Agreement, guaranteeing the US Pledge Agreement (or another pledge agreement in substantially similar form, if needed, including by amending or otherwise modifying Obligations of Borrower under the comparable Foreign Security Document), Credit Documents and granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or 's assets securing the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries Obligations of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US Borrowersunder its Guarantee, in each case to the extent that the entering into of the US Pledge such Joinder Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 9.22 to be in form and substance reasonably satisfactory to the Administrative Agent.

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 the Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders Banks deliver a written opinion or other evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and the Borrower, with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party of the Borrower 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)vote, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of the US Pledge Security 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 BorrowersGuaranty, in any such case could reasonably be expected to cause (I) 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 's United States parent for Federal income tax purposespurposes or (II) other material adverse Federal income tax consequences to the Credit Parties, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock so issued by such Foreign Subsidiary Subsidiary, in each case 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 AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and 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 Security Agreement (or another pledge security agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, 's assets and securing the Obligations of the US Borrowers Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of the US Pledge such Security Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 8.12 to be in form and substance reasonably satisfactory to the Administrative Agent and/or the Collateral Agent.

Foreign Subsidiaries Security. If If, following a change in the relevant sections of the Internal Revenue Code or the regulations, rules, revenue rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for Silgan reasonably the Company and the Permitted Borrowers acceptable to the Administrative Agent does not within 30 90 days after a request from the Administrative Agent (given with the concurrence or at the Required Lenders direction of a Supermajority of the Banks) deliver a written opinion or other evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and the Company, that, with respect to any each Significant Foreign Subsidiary whose entire share capital, to the extent owned, directly owned or indirectly, by Silgan or another US Credit Party which the Company has not already had all been encumbered in favor of its stock pledged pursuant to the US Pledge Agreement Lenders (other than of any Excluded Entity (as defined in the US Pledge Agreement)) that (ia) a pledge of 66-2/32/3 % 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 and (as opposed to the Obligations of a Foreign Credit Party, including, for this purpose, any guaranty of such Obligations by a US Credit Party), (iib) 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 Domestic Guaranty guaranteeing the Obligations of the US Borrowersby such Significant Foreign Subsidiary, in any either such case could reasonably be expected to would cause the undistributed earnings of such Significant Foreign Subsidiary as determined for US Federal income tax purposes to be treated as a deemed dividend to such Significant Foreign Subsidiary’s 's United States parent for Federal income tax purposes, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (ia) above, that portion of such Significant Foreign Subsidiary’s 's outstanding capital stock so issued by such Significant Foreign Subsidiary not theretofore pledged pursuant to the US Pledge Agreement to secure the Obligations of the US Credit Parties Collateral Documents hereunder shall be promptly pledged to the Collateral Agent for the benefit of the Secured Creditors Lenders 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 Security Agreement (or another pledge agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers ) and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iiib) above, such Significant Foreign Subsidiary shall promptly execute and deliver the US Borrowers/Subsidiaries Domestic Guaranty (or another guaranty in substantially similar the same form, if needed), guaranteeing the Obligations of the US Borrowers, in each case to the extent that the entering into of the US Pledge Agreement a pledge agreement or the US Borrowers/Subsidiaries such Guaranty (or substantially similar documents) is permitted by under the laws of the respective foreign jurisdiction and all such documents (after complying with any “whitewash” or other applicable proceedingsincluding supporting documentation comparable to that required under Sections 7.19 and 7.20 hereof) and with all documents delivered pursuant to this Section 8.10 to 7.21 shall be in form and substance reasonably satisfactory to the Administrative AgentMajority Banks.

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 security agreement in substantially the form of the US Security Agreement to secure the Obligations of the US Borrowers and of such Foreign Subsidiary under the US Borrowers/Subsidiaries Guaranty, (iii) 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 (iiiiv) 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, then (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) or (iii) above, such Foreign Subsidiary (only to the extent that same is a Canadian Subsidiary or a Material Foreign Subsidiary that is a Foreign Credit Party) shall execute and deliver the US Security Agreement (or another security agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document) and the US Pledge Agreement (or another pledge agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), as the case may be, granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock assets or the capital stock directly and promissory notes owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iiiiv) above, such Foreign Subsidiary (only to the extent that same is a Canadian Subsidiary or a Material Foreign Subsidiary that is a Foreign Credit Party) shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US Borrowers, in each case to the extent that the entering into of the US Security Agreement, the US Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 7.10 to be in form and substance reasonably satisfactory to the Administrative Agent.

Foreign Subsidiaries Security. If following the Administrative Agent or the Required Lenders provide written notice to the Borrower Representative that there has been a change in the relevant sections of the Code or the regulations, rulespublished rulings or notices, revenue rulings, notices or other official pronouncements issued or promulgated thereunderthereunder (and the Borrowers agree in its reasonable judgment that such change has occurred), seek an opinion from counsel for Silgan reasonably acceptable to (which shall be chosen by 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 Borrowers and substance reasonably satisfactory to the Administrative Agent), with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party of Holdings 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 (A) of 66-2/365% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote vote, or (B) of any promissory note issued by such Foreign Subsidiary to secure the Obligations Holdings or any 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)its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a pledge agreement guaranty in form and substance substantially in identical to 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 Guarantee Agreement, (iii) the entering into by such Foreign Subsidiary of a guaranty security agreement in form and substance substantially identical to the Security Agreement, or (iv) the entering into by such Foreign Subsidiary of a pledge agreement in form of and substance substantially identical to the US Borrowers/Subsidiaries Guaranty guaranteeing the Obligations of the US BorrowersPledge Agreement, in any such case could reasonably be expected to would not cause the undistributed earnings of such Foreign Subsidiary as determined for US Federal United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal United States federal income tax purposes, then, except during a Collateral Release Period, and would not have any other materially adverse United States federal income tax consequences to Holdings or any of its Affiliates. If the Borrowers receive an opinion of counsel (A) in to the case of a failure to deliver the evidence effect described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary Subsidiary, in each case not theretofore pledged pursuant to the US Pledge Agreement to secure the Obligations of the US Credit Parties Agreement, shall be pledged to the Collateral Administrative Agent for the benefit of the Secured Creditors Parties pursuant to the US Pledge AgreementAgreement (or another pledge agreement in substantially identical form, if needed); (B) in to the case of a failure to deliver the evidence effect described in clause (ii) above, such Foreign Subsidiary shall execute and deliver the US Pledge Subsidiary Guarantee Agreement (or another pledge agreement guaranty in substantially similar identical form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to guaranteeing the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and Obligations; (C) in to the case of a failure to deliver the evidence effect described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty Security Agreement (or another guaranty security agreement in substantially similar identical form, if needed), guaranteeing granting to the Obligations Administrative Agent, for the benefit of the US BorrowersSecured Parties, a security interest in all of such Foreign Subsidiary’s assets and securing the Secured Obligations; or (D) to the effect described in clause (iv) above, such Foreign Subsidiary shall execute and deliver the Pledge Agreement (or another pledge agreement in substantially identical form, if needed), pledging to the Administrative Agent, for the benefit of the Secured Parties, all of the Capital Stock and promissory notes owned by such Foreign Subsidiary, in each case to the extent that the entering into of the US such Subsidiary Guarantee Agreement, Security Agreement or Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) jurisdiction, and with all documents delivered pursuant to this Section 8.10 to 5.11(c) shall be in form form, scope and substance reasonably satisfactory to the Administrative AgentAgent and the Required Lenders.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code Code, the regulations and rules promulgated thereunder and any rulings issued thereunder and at the request of the Agent or the regulations, rules, revenue rulings, notices or other official pronouncements issued or promulgated thereunderMajority Banks, counsel for Silgan reasonably the Company acceptable to the Administrative Agent and the Majority Banks does not within 30 days after a such request from the Administrative Agent or the Required Lenders deliver a written opinion or other evidence, in form and substance reasonably evidence 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 is a Wholly-Owned Subsidiary of its stock pledged pursuant to the US Pledge Agreement (other than of any Excluded Entity (as defined in the US Pledge Agreement)) Company, 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)vote, (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 or (iii) the Obligations entering into by such Foreign Subsidiary of a security agreement in substantially the form of the US BorrowersSecurity Agreement, in any such either case could reasonably be expected to would 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 's United States parent for Federal income tax purposesor would otherwise violate a material applicable law, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s '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 Banks pursuant to the US Pledge AgreementAgreement (or another pledge agreement in substantially similar form, if needed), (Bii) 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 modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit a guaranty of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in Company under the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, Loan Documents and (Ciii) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver a security agreement granting the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing Collateral Agent for the Obligations benefit of the US BorrowersBanks a security interest in all of such Foreign Subsidiary's assets, in each case to the extent that the entering into of the US Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 7.15 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Majority Banks.

Foreign Subsidiaries Security. If (i) Upon the written request of the Administrative Agent following a change Change in Law, which Change in Law is reasonably determined to be relevant by the relevant sections of the Code or the regulationsAdministrative Agent, rules, revenue rulings, notices or other official pronouncements issued or promulgated thereunder, unless (x) counsel for Silgan the Company reasonably acceptable to the Administrative Agent does not provides, within 30 60 days after a such written request from of the Administrative Agent or the Required Lenders deliver Agent, a written opinion or other evidenceaddressed to the Company and the Administrative Agent, in form and substance reasonably mutually satisfactory to the Company and the Administrative Agent, to the effect that, with respect to any direct Foreign Subsidiary directly owned by Silgan or another US of any Credit Party which that has not already had all of its stock the Equity Interests issued by it pledged pursuant to the US Pledge Agreement (other than of any Excluded Entity (as defined in the US Pledge Agreement)) that (i) Agreements, a pledge of 66-2/3more than 65.0% 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 United States federal income tax purposes purposes) to be treated as a deemed dividend to such Foreign Subsidiary’s the Company or any other domestic Affiliate of the Company for U.S. federal income Tax purposes or otherwise could reasonably be expected to subject the Company or any other domestic Affiliate of the Company to liability for any additional United States parent for Federal income tax purposesTaxes by virtue of Section 956 of the Code or any other applicable provision of the Code, then, except during a Collateral Release Period, then (Ay) 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 Subsidiary, not theretofore pledged pursuant to the US Pledge Agreement to secure the Obligations of the US Credit Parties Agreements, shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Parties pursuant to an accession agreement 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 relevant Pledge Agreement (or another pledge agreement in substantially similar identical form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US Borrowers, in each case to the extent that the entering into of the US Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws Laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 8.10(e) to be in form form, scope and substance reasonably satisfactory to the Collateral Agent and the Required Lenders. (ii) Notwithstanding anything to the contrary in the Credit Documents, the Credit Parties shall not be required to enter into foreign law Pledge Agreements after the Restatement 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 Restatement 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 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.

Foreign Subsidiaries Security. If Upon the written request of the Administrative Agent following a change Change in Law, which Change in Law is reasonably determined to be relevant by the relevant sections of the Code or the regulationsAdministrative Agent, rules, revenue rulings, notices or other official pronouncements issued or promulgated thereunder, unless (x) counsel for Silgan the Company reasonably acceptable to the Administrative Agent does not provides, within 30 60 days after a such written request from of the Administrative Agent or the Required Lenders deliver Agent, a written opinion or other evidenceaddressed to the Company and the Administrative Agent, in form and substance reasonably mutually satisfactory to the Company and the Administrative Agent, to the effect that, with respect to any direct Foreign Subsidiary directly owned by Silgan or another US of any Credit Party which that has not already had all of its stock the Equity Interests issued by it pledged pursuant to the US Pledge Agreement (other than of any Excluded Entity (as defined in the US Pledge Agreement)) that (i) Agreements, a pledge of 66-2/3more than 65.0% 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 United States federal income tax purposes purposes) to be treated as a deemed dividend to such Foreign Subsidiary’s the Company or any other domestic Affiliate of the Company for U.S. federal income Tax purposes or otherwise could reasonably be expected to subject the Company or any other domestic Affiliate of the Company to liability for any additional United States parent for Federal income tax purposesTaxes by virtue of Section 956 of the Code or any other applicable provision of the Code, then, except during a Collateral Release Period, then (Ay) 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 Subsidiary, not theretofore pledged pursuant to the US Pledge Agreement to secure the Obligations of the US Credit Parties Agreements, shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Parties pursuant to an accession agreement 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 relevant Pledge Agreement (or another pledge agreement in substantially similar identical form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US Borrowers, in each case to the extent that the entering into of the US Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws Laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 8.10(e) to be in form form, scope and substance reasonably satisfactory to the Administrative AgentCollateral Agent and the Required Lenders.

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, as determined by Holdings in form and substance reasonably satisfactory to the Administrative Agentgood faith acting reasonably, 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 (ia) a pledge of 66-2/3more than 65% or more of the total combined voting power of all classes of capital stock Equity Interests of such Foreign Subsidiary entitled to vote to secure the Obligations all of the US Credit Parties Obligations, (as opposed b) the entering into by such Foreign Subsidiary of a security agreement and pledging its assets (to the Obligations extent constituting Collateral) to secure all of a Foreign Credit Party, including, for this purpose, any guaranty of such Obligations by a US Credit Party)the Obligations, (iic) the entering into by such Foreign Subsidiary of a pledge agreement substantially in and pledging its Equity Interests (to the form extent constituting Collateral) to secure all 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 (iiid) the entering into by such Foreign Subsidiary of a guaranty in substantially the form guaranteeing all of the US Borrowers/Subsidiaries Guaranty guaranteeing the Obligations of the US BorrowersObligations, in any such case could case, is no longer reasonably be expected to cause (i) result in a material adverse tax consequence to any Credit Party, (ii) result in a risk of personal or criminal liability on the undistributed earnings part of, or a conflict with the fiduciary duties of, any officer, director or manager of such Foreign Subsidiary and (iii) be limited by financial assistance, corporate benefit, capital maintenance rules, fraudulent preference, “thin capitalization” rules, other statutory limitations, retention of title claims and similar principles, in each case as reasonably 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 purposesby Holdings and the Agents, then, except during a Collateral Release Period, (Ax) 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 Equity Interests so issued by such Foreign Subsidiary not theretofore pledged pursuant to the US Pledge Agreement to secure the Obligations all of the US Credit Parties Obligations, 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 (y) such Foreign Subsidiary shall execute and deliver the Security Agreement (or otherwise modifying another security agreement in substantially similar form, if needed) or the comparable Foreign Security DocumentPledge Agreement (or another pledge agreement in substantially similar form, if needed), as the case may be, granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock assets or the capital stock directly Equity Interests and promissory notes owned by such Foreign Subsidiary in (to the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiaryextent constituting Collateral), as the case may be, and securing the Obligations of the US Borrowers andunder the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, and (z) in the event the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form) shall not have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersBorrowers under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case case, to the extent that the entering into of such Security Agreement, the US Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documentsdocument) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 10.18 to be in form and substance reasonably satisfactory to the Administrative Agent and/or the Collateral Agent. Notwithstanding anything to contrary herein or in any Credit Document, this Section 10.18 and all other obligations of the Credit Parties to deliver Collateral with respect to Foreign Subsidiaries or assets in foreign jurisdictions shall be subject to the terms of Section 14.17.

Foreign Subsidiaries Security. If Upon the written request of the Administrative Agent following a change Change in Law, which Change in Law is reasonably determined to be relevant by the relevant sections of the Code or the regulationsAdministrative Agent, rules, revenue rulings, notices or other official pronouncements issued or promulgated thereunder, unless (x) counsel for Silgan the Company reasonably acceptable to the Administrative Agent does not provides, within 30 60 days after a such written request from of the Administrative Agent or the Required Lenders deliver Agent, a written opinion or other evidenceaddressed to the Company and the Administrative Agent, in form and substance reasonably mutually satisfactory to the Company and the Administrative Agent, to the effect that, with respect to any direct Foreign Subsidiary directly owned by Silgan or another US of any Credit Party which that has not already had all of its stock the Equity Interests issued by it pledged pursuant to the US Pledge Agreement (other than of any Excluded Entity (as defined in the US Pledge Agreement)) that (i) Agreements, a pledge of 66-2/3more than 65.0% 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 United States federal income tax purposes purposes) to be treated as a deemed dividend to such Foreign Subsidiary’s the Company or any other domestic Affiliate of the Company for U.S. federal income Tax purposes or otherwise could reasonably be expected to subject the Company or any other domestic Affiliate of the Company to liability for any additional United States parent for Federal income tax purposesTaxes by virtue of Section 956 of the Code or any other applicable provision of the Code, then, except during a Collateral Release Period, then (Ay) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock so issued by such Foreign Subsidiary Subsidiary, not theretofore pledged pursuant to the US Pledge Agreement to secure the Obligations of the US Credit Parties Agreements, shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Parties pursuant to an accession agreement 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 relevant Pledge Agreement (or another pledge agreement in substantially similar identical form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US Borrowers, in each case to the extent that the entering into of the US Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws Laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 8.10(e) to be in form form, scope and substance reasonably satisfactory to the Administrative AgentCollateral Agent and the Required Lenders.

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 the Borrower reasonably acceptable to the Administrative Agent and the Required Banks does not within 30 days after a request from the Administrative Agent or the Required Lenders Banks deliver a written opinion or other evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and the Borrower, 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 (x) 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 vote, and (y) of any promissory note issued by such Foreign Subsidiary to secure the Obligations Holdings or any 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)its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of the US Pledge Security 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 BorrowersSubsidiary Guaranty, in any such case could reasonably be expected to cause (I) 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 's United States parent for Federal income tax purposespurposes or (II) other material adverse federal income tax consequences to the Credit Parties, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary Subsidiary, in each case 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 AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and 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 Security Agreement (or another pledge security agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, 's assets and securing the Obligations of the US Borrowers Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/Subsidiaries Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of the US Pledge such Security Agreement or the US Borrowers/Subsidiaries Subsidiary Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 7.14 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Banks.

Foreign Subsidiaries Security. If If, following a change in the relevant sections Sections of the Code or the regulations, rules, revenue rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for Silgan reasonably the Borrower acceptable to the Administrative Collateral Agent and the Required Lenders does not within 30 days after a request from the Administrative Collateral Agent or the Required Lenders deliver a written opinion or other evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentCollateral Agent and the Borrower, with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party of Holdings which has not already had all of its stock the Equity Interests issued by it pledged pursuant to the US Pledge Agreement (other than of any Excluded Entity (as defined in the US Pledge Agreement)) that (i) a pledge (A) of 66-2/365.0% 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 vote, and (B) of the US Credit Parties (as opposed any promissory note issued by such Foreign Subsidiary to the Obligations Borrower or any of a Foreign Credit Party, including, for this purpose, any guaranty of such Obligations by a US Credit Party)its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a pledge agreement guaranty in form and substance substantially in identical to 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 Guaranty, (iii) the entering into by such Foreign Subsidiary of a guaranty security agreement in form and substance substantially identical to the form Security Agreement, and (iv) the entering into by such Foreign Subsidiary of a pledge agreement substantially identical to the US Borrowers/Subsidiaries Guaranty guaranteeing the Obligations of the US BorrowersPledge Agreement, in any such case could reasonably be expected to would cause the undistributed earnings of such Foreign Subsidiary as determined for US Federal United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal United States 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 or any promissory notes so issued by such Foreign Subsidiary Subsidiary, in each case not theretofore pledged pursuant to the US Pledge Agreement to secure the Obligations of the US Credit Parties Agreement, shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Finance Parties pursuant to the US Pledge AgreementAgreement (or another pledge agreement in substantially identical form, if needed); (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 Guaranty (or another pledge agreement guaranty in substantially similar identical form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to guaranteeing the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and Senior Obligations; (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty Security Agreement (or another guaranty security agreement in substantially similar identical form, if needed), guaranteeing granting to the Obligations Collateral Agent, for the benefit of the US BorrowersFinance Parties, a security interest in all of such Foreign Subsidiary’s assets and securing the Senior Obligations; and (D) in the case of a failure to deliver the evidence described in clause (iv) above, such Foreign Subsidiary shall execute and deliver the Pledge Agreement (or another pledge agreement in substantially identical form, if needed), pledging to the Collateral Agent, for the benefit of the Finance Parties, all of the capital stock and promissory notes owned by such Foreign Subsidiary, in each case to the extent that the entering into of the US such Guaranty, Security Agreement or Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 6.12(d) to be in form form, scope and substance reasonably satisfactory to the Administrative AgentCollateral Agent and the Required Lenders.

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 the Borrower 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 mutually satisfactory to the Administrative AgentAgent and the Borrower, 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 66-2/365% 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)vote, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of the US Pledge Security 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 BorrowersSubsidiary Guaranty, 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 's United States parent for Federal income tax purposes, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock so issued by such Foreign Subsidiary and 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 Lenders pursuant to the US Pledge AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and 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 Security Agreement (or another pledge security agreement in substantially similar form, if needed) and the Pledge Agreement (or another pledge in substantially similar form, including by amending or otherwise modifying the comparable Foreign Security Documentif needed), granting to the Collateral Agent for the benefit of the Secured Creditors Lenders a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, 's assets and securing the Obligations of the US Borrowers Borrower under the Loan Documents and, in the event the US Borrowers/Subsidiaries Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersBorrower under the Loan Documents, in each case to the extent that the entering into of the US Pledge such Security Agreement or the US Borrowers/Subsidiaries Subsidiary Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 7.13 to be in form and substance reasonably satisfactory to the Administrative Agent.

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 the Borrower 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 mutually satisfactory to the Administrative AgentAgent and the Borrower, with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party of the Borrower which has not already had all of its stock Equity Interests pledged pursuant to the US Pledge Agreement (other than to secure all of any Excluded Entity the Obligations (as defined in the US Pledge Agreement)) that (i) a pledge of more than 66-2/3% or more of the total combined voting power of all classes of capital stock Equity Interests 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)vote, (ii) the entering into by such Foreign Subsidiary of a pledge agreement in 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 BorrowersGuaranty, 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) 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 Equity Interests so issued by such Foreign Subsidiary Subsidiary, in each case not theretofore pledged pursuant to the US Pledge Agreement to secure all of the Obligations of (as defined in the US Credit Parties shall Pledge Agreement), shall, if prior to the Security Release Date, be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the US Pledge AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall shall, if prior to the Security Release Date, execute and deliver the US Pledge Agreement (or another pledge agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), ) granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly Equity Interests owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations obligations of the US Borrowers Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall shall, if prior to the Guaranty Release Date, execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of the US Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documentsdocument) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 9.16 to be in form and substance reasonably satisfactory to the Administrative Agent and/or the Collateral Agent.

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 the Borrower 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 mutually satisfactory to the Administrative AgentAgent and the Borrower, with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party of Holdings 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)vote, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of the US Pledge Security 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 BorrowersGuaranty, in any such case could reasonably be expected to cause the (I) any 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 's United States parent for Federal income tax purposespurposes or (II) other Federal income tax consequences to the Credit Parties having a Material Adverse Effect, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s '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 AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall execute and deliver the US Security Agreement and Pledge Agreement (or another security agreement or pledge agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, 's assets and securing the Obligations of the US Borrowers Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of the US Pledge such Security Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 8.12 to be in form and substance reasonably satisfactory to the Administrative Agent.

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 Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Majority Lenders deliver a written opinion or other evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and Borrower, 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 Security Agreement (other than of any Excluded Entity (as defined in the US Pledge Agreement)) that (i) a pledge of 66-2/365% 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), and (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 BorrowersJoinder Agreement, 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 's United States parent for Federal income tax purposes, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock so issued by such Foreign Subsidiary and not theretofore pledged pursuant to the US Pledge Security Agreement to secure the Obligations of the US Credit Parties shall be pledged to the Collateral Administrative Agent for the benefit of the Secured Creditors Lenders pursuant to the US Pledge AgreementSecurity Agreement (or another security agreement in substantially similar form, (B) if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall execute and deliver a Joinder Agreement, guaranteeing the US Pledge Agreement (or another pledge agreement in substantially similar form, if needed, including by amending or otherwise modifying Obligations of Borrower under the comparable Foreign Security Document), Loan Documents and granting to the Collateral Administrative Agent for the benefit of the Secured Creditors Lenders a security interest in all of such Foreign Subsidiary’s capital stock or 's assets securing the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries Obligations of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US Borrowersunder its Guarantee, in each case to the extent that the entering into of the US Pledge such Joinder Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 9.22 to be in form and substance reasonably satisfactory to the Administrative Agent.

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 the Borrowers reasonably acceptable to the Administrative Agent Arranger does not within 30 days after a request from the Administrative Agent Arranger or the Required Lenders deliver a written its opinion or other evidence, (in form and substance reasonably satisfactory acceptable to the Administrative Agent, Arranger) with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party which has not already had all of its stock owned by Holding or any of its Subsidiaries pledged pursuant to the US Pledge Agreement (other than of any Excluded Entity (as defined in the US a Securities Pledge Agreement)) , that (i) a pledge to secure the Obligations of US Borrower or the Domestic Subsidiary Guarantor which is the parent of such Foreign Subsidiary, as the case may be, (x) 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 and (y) of any promissory note issued by such Foreign Subsidiary, if wholly-owned, to secure the Obligations US Borrower or any 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)its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary Subsidiary, if wholly-owned, of a pledge security agreement in substantially in the form of the US Pledge Security Agreement executed and delivered by the Domestic Subsidiary Guarantors (with appropriate modifications to secure the Obligations of the US Borrowers and of such Foreign Subsidiary under the US Borrowers/Subsidiaries Guaranty conform to applicable law) and (iii) the entering into by such Foreign Subsidiary Subsidiary, if wholly-owned, of a guaranty in substantially the form of the US Borrowers/Subsidiaries Guaranty Domestic Subsidiary Guarantee guaranteeing the Obligations of the US BorrowersBorrower and CH Borrower, in any such case could reasonably be expected to cause (I) the undistributed earnings of such Foreign Subsidiary as determined for US U.S. Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for U.S. Federal income tax purposespurposes or (II) any other material adverse U.S. Federal income tax consequences to the Loan Parties, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence opinion with respect to the factors described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary Subsidiary, in each case not theretofore pledged pursuant to the US a Securities Pledge Agreement to secure the Obligations of the US Credit Parties Agreement, shall be pledged to the Collateral Administrative Agent for the benefit of the Secured Creditors pursuant to the US a Securities Pledge AgreementAgreement (with appropriate modifications to conform to and subject to limitations of law) (or another pledge agreement in substantially similar form, (Bif needed) and, in the case of a failure to deliver the evidence opinion with respect to the factors described in clause (ii) above, such Foreign Subsidiary shall execute and deliver a Security Agreement in substantially the US Pledge Agreement form executed and delivered by the Foreign Subsidiary Guarantors (with appropriate modifications to conform to and subject to limitations of law) (or another pledge security agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and ) securing the Obligations of the US Borrowers Borrower and CH Borrower and their obligations under any Swap Agreement with a Lender and, in the event a Guarantee guaranteeing the Obligations of US Borrowers/Subsidiaries Guaranty Borrower and/or CH Borrower shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunderthereunder and, and (C) in the case of a failure to deliver the evidence opinion with respect to the factors described in clause (iii) above, such Foreign Subsidiary shall execute and deliver a Guarantee guaranteeing the Obligations of US Borrowers/Subsidiaries Guaranty Borrower and CH Borrower (with appropriate modifications to conform to and subject to limitations of law) (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US Borrowersand their obligations under any Swap Agreement with a Lender, in each case to the extent that the entering into of the US Pledge such Security Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) Guarantee is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 7.18 to be in form and substance reasonably satisfactory to the Administrative AgentArranger; provided, however, that (1) such Foreign Subsidiary shall not be required to pledge pursuant to a Foreign Subsidiary Security Agreement any property or assets that it would not have been required to pledge had it executed a Foreign Subsidiary Security Agreement at the Original Closing Date and (2) the provisions of the foregoing shall not apply from and after the Investment Grade Date.

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 the Borrower reasonably acceptable to the Administrative Agent and the Required Banks does not within 30 days after a request from the Administrative Agent or the Required Lenders Banks deliver a written opinion or other evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and the Borrower, 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 (x) 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 vote, and (y) of the US Credit Parties (as opposed any promissory note issued by such Foreign Subsidiary to the Obligations Borrower or any of a Foreign Credit Party, including, for this purpose, any guaranty of such Obligations by a US Credit Party)its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of the US Pledge Security 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 BorrowersSubsidiary Guaranty, in any such case could reasonably be expected to cause (I) 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 's United States parent for Federal income tax purposespurposes or (II) other material adverse federal income tax consequences to the Credit Parties, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary Subsidiary, in each case 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 AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and 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 Security Agreement (or another pledge security agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, 's assets and securing the Obligations of the US Borrowers Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/Subsidiaries Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of the US Pledge such Security Agreement or the US Borrowers/Subsidiaries Subsidiary Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 7.13 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Banks.

Foreign Subsidiaries Security. If (a) following a change in the relevant sections of the Code or the regulations, rules, revenue rulings, notices or other official pronouncements issued or promulgated thereunderthereunder or (b) any Person becomes a “Material Foreign Subsidiary,” and in each case, counsel for Silgan the Borrowers reasonably acceptable to the Administrative Agent does not not, in the case of clause (a), within 30 days after a request from the Administrative Agent or the Required Lenders and in the case of clause (b), promptly after such Person becomes a “Material Foreign Subsidiary,” deliver a written opinion or other evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and the Borrowers, with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party of a Borrower which has not already had all of its stock Equity Interests pledged pursuant to the US Pledge Agreement (other than to secure all of any Excluded Entity the Obligations (as defined in the US Pledge Agreement)) that (i) a pledge of 66-2/3more than 65% or more of the total combined voting power of all classes of capital stock Equity Interests 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)vote, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of the US Pledge Agreement to secure Security Agreement, (iii) the Obligations of the US Borrowers and of entering into by such Foreign Subsidiary under of a pledge agreement in substantially the US Borrowers/Subsidiaries Guaranty form of the Pledge Agreement and (iiiiv) 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 BorrowersGuaranty, 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) 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 Equity Interests so issued by such Foreign Subsidiary Subsidiary, in each case not theretofore pledged pursuant to the US Pledge Agreement to secure all of the Obligations of (as defined in the US Credit Parties Pledge Agreement), shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the US Pledge AgreementAgreement (or another pledge agreement in substantially similar form, (B) 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 US Security Agreement (or another security agreement in substantially similar form, if needed) or the Pledge Agreement (or another pledge agreement in substantially similar form, if needed), including by amending or otherwise modifying as the comparable Foreign Security Document)case may be, granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock assets or the capital stock directly Equity Interests and promissory notes owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations obligations of the US Borrowers under the Credit Documents and under any Other Hedging Agreement and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iiiiv) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations obligations of the US BorrowersBorrowers under the Credit Documents and under any Other Hedging Agreement, in each case to the extent that the entering into of such Security Agreement, the US Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documentsdocument) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 7.16 to be in form and substance reasonably satisfactory to the Administrative Agent and/or the Collateral Agent. If any Foreign Subsidiary shall be required to provide a security interest over its assets in accordance with this Section 7.16, such Foreign Subsidiary shall only be permitted to conduct long-term operations in those jurisdictions in which it has taken steps to perfect the security interest over such assets. For the avoidance of doubt, each Intercompany Secured Obligor Subsidiary shall only conduct long-term operations in those jurisdictions in which it has filed a financing statement with respect to the applicable Intercompany Secured Note.

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 the Borrower 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 mutually satisfactory to the Administrative AgentAgent and the Borrower, with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party of the Borrower which has not already had all of its stock Equity Interests pledged pursuant to the US Pledge Agreement (other than to secure all of any Excluded Entity the Obligations (as defined in the US Pledge Agreement)) that (i) a pledge of more than 66-2/3% or more of the total combined voting power of all classes of capital stock Equity Interests 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)vote, (ii) the entering into by such Foreign Subsidiary of a pledge agreement in 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 Agreement, (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the US Borrowers/Subsidiaries Guaranty guaranteeing and (iv) the Obligations entering into by such Foreign Subsidiary of a security agreement in substantially the form of the US BorrowersSecurity Agreement, 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) 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 Equity Interests so issued by such Foreign Subsidiary Subsidiary, in each case not theretofore pledged pursuant to the US Pledge Agreement to secure all of the Obligations of (as defined in the US Credit Parties Pledge Agreement), shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the US Pledge AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and in the case of a failure to deliver the evidence described in clause (ii) or (iv) above, such Foreign Subsidiary shall execute and deliver the US Pledge Agreement (or another pledge agreement in substantially similar form, if needed) or the Security Agreement (or another security agreement in substantially similar form, including by amending or otherwise modifying if needed), as the comparable Foreign Security Document)case may be, granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly assets, promissory notes and Equity Interests owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations obligations of the US Borrowers Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of such Security Agreements, the US Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documentsdocument) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 9.15 to be in form and substance reasonably satisfactory to the Administrative Agent and/or the Collateral Agent.

Foreign Subsidiaries Security. If 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 Borrower 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 of the Borrower which has not already had all of its stock pledged pursuant to the US Pledge Agreement that (other than of any Excluded Entity (as defined in the US Pledge Agreement)) that (ia) a pledge of 66-2/365% 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 vote, (as opposed to the Obligations of a Foreign Credit Party, including, for this purpose, any guaranty of such Obligations by a US Credit Party), (iib) the entering into by such Foreign Subsidiary of a pledge security agreement in 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 Security Agreement, and (iiic) 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 BorrowersGuaranty, in any such case could reasonably be expected to cause the (I) any 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 purposespurposes or (II) other Federal income tax consequences to the Obligors having a Material Adverse Effect, then, except during a Collateral Release Period, (A) 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 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 promptly pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the US Pledge AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall promptly execute and deliver the US Security Agreement and Pledge Agreement (or another security agreement or pledge agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, assets and securing the Obligations of the US Borrowers Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall promptly execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of the US Security Agreement, Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 9.13 to be in form and substance reasonably satisfactory to the Administrative Agent.

Foreign Subsidiaries Security. If If, with respect to any Foreign Subsidiary, following such Foreign Subsidiary's becoming subject to United States Federal income tax on its worldwide income or 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 thereunder that gives the Administrative Agent a reasonable basis to make a request under this Section 6.12, Holdings does not within 30 45 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 (and in the case of clause (a) below, any Foreign Unrestricted Subsidiary) of Holdings (in the case of clause (a) below, all of the capital stock of which has is 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 Collateral and Guaranty Agreement)) that (ia) a pledge of more than 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary (or Foreign Unrestricted Subsidiary) entitled to vote to secure the Obligations of the US Credit Parties Borrower, (as opposed b) in the case of a Foreign Subsidiary that has entered into a Foreign Security Agreement, the entering into by such Foreign Subsidiary of a security agreement in substantially the form of such Foreign Security Agreement to secure the Obligations of the US Borrower and to secure the Obligations of such Foreign Subsidiary under the Credit Documents, (c) in the case of a Foreign Credit PartySubsidiary that has entered into a Foreign Pledge Agreement, 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 in substantially in the form of the US such Foreign Pledge Agreement to secure the Obligations of the US Borrowers 115 Borrower and to secure the Obligations of such Foreign Subsidiary under the US Borrowers/Subsidiaries Guaranty and Credit Documents and/or (iiid) in the case of a Foreign Subsidiary that has entered into a Foreign Guaranty, the entering into by such Foreign Subsidiary of a guaranty Guaranty in substantially the form of the US Borrowers/Subsidiaries such Foreign Guaranty guaranteeing to guaranty the Obligations of the US BorrowersBorrower and the other US Credit Parties under the Credit Documents, in any such case could reasonably be expected to cause (i) the undistributed earnings of such Foreign Subsidiary (or Foreign Unrestricted Subsidiary) as determined for US United States Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's (or such Foreign Unrestricted Subsidiary's) United States parent for United States Federal income tax purposespurposes or (ii) other material adverse United States Federal income tax consequences to the Credit Parties, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (ia) above, that portion of such Foreign Subsidiary’s 's (or such Foreign Unrestricted Subsidiary's) outstanding capital stock so issued by such Foreign Subsidiary (or such Foreign Unrestricted Subsidiary), in each case not theretofore pledged pursuant to the US Pledge Collateral and Guaranty Agreement to secure the Obligations of the US Credit Parties Borrower and of such Foreign Subsidiary under the US Collateral and Guaranty Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Parties pursuant to the US Pledge Collateral and Guaranty Agreement (or another pledge agreement in a form substantially similar to the pledge provisions of the US Collateral and Guaranty Agreement, (B) with such modifications to such form as the Administrative Agent may reasonably request, if needed), and in the case of a failure to deliver the evidence described in clause clauses (iib), (c) or (d) above, such Foreign Subsidiary (to the extent same is a Wholly-Owned Foreign Subsidiary) shall execute and deliver such security, pledge and/or guaranty agreements in a form substantially similar to the US applicable Foreign Security Agreement, Foreign Pledge Agreement (or another pledge agreement in substantially similar formand/or Foreign Guaranty, with such modifications to such form as the Administrative Agent may reasonably request, if needed), including by amending or otherwise modifying as the comparable Foreign Security Document)case may be, granting to the Collateral Agent for the benefit of the Secured Creditors Parties a security interest in all of such Foreign Subsidiary’s capital stock 's assets or the capital stock directly and promissory notes owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and guaranteeing and securing the Obligations of the US Borrowers and, in Borrower under the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US Borrowers, in each case to the extent that the entering into of the US such Foreign Security Agreement, Foreign Pledge Agreement or the US Borrowers/Subsidiaries and/or Guaranty (or document with substantially similar documentssecurity, pledge and/or guaranty provisions) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 6.12 to be in form and substance reasonably satisfactory to the Administrative Agent and/or the Collateral Agent.

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 the Borrowers reasonably acceptable to the Administrative Agent Agents does not within 30 days after a request from the Administrative Agent Agents or the Required Lenders deliver a written its opinion or other evidence, (in form and substance reasonably satisfactory acceptable to the Administrative Agent, Agents) with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party which has not already had all of its stock Equity Interests owned by any Domestic Loan Party pledged pursuant to the US Pledge Agreement (other than of any Excluded Entity (as defined in the US Pledge Agreement)) a Domestic Security Document, that (i) a pledge to secure the Obligations of any Domestic Loan Party of 66-2/3% or more of the total combined voting power of all classes of capital stock Equity Interests 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), and (ii) the entering into by such Foreign Subsidiary of a pledge security 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 Domestic Guarantee and Security Agreement (with appropriate modifications to conform to applicable law) could reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for US U.S. Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for U.S. Federal income tax purposes, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence opinion with respect to the factors described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock Equity Interests so issued by such Foreign Subsidiary Subsidiary, in each case not theretofore pledged pursuant to the US Pledge Agreement to secure the Obligations of the US Credit Parties a Domestic Security Document, shall be pledged to the Collateral Paying Agent for the benefit of the Secured Creditors pursuant to the US Pledge Agreementa Domestic Security Document (with appropriate modifications to conform to and subject to limitations of law) (or another guarantee and security agreement in substantially similar form, (Bif needed) and, in the case of a failure to deliver the evidence opinion with respect to the factors described in clause (ii) above, such Foreign Subsidiary shall execute and deliver a Foreign Guarantee and Foreign Security Agreement in substantially the US Pledge Agreement form executed and delivered by the Foreign Loan Parties (with appropriate modifications to conform to and subject to limitations of law) (or another pledge guarantee and security agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and ) securing the Obligations of U.S. Borrower and its obligations under any Swap Agreement with a Creditor and guaranteeing the US Borrowers and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations Obligations of such Foreign Subsidiary thereunder, U.S. Borrower (with appropriate modifications to conform to and (Csubject to limitations of law) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US Borrowersand its obligations under any Swap Agreement with a Creditor, in each case to the extent that the entering into of the US Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) such agreements is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 7.19 to be in form and substance reasonably satisfactory to the Administrative AgentLead Arranger.

Foreign Subsidiaries Security. If If, following a change in the relevant sections of the Code Code, the regulations and rules promulgated thereunder and any rulings issued thereunder and at the request of the Agent or the regulations, rules, revenue rulings, notices or other official pronouncements issued or promulgated thereunderMajority Lenders, counsel for Silgan reasonably the Company acceptable to the Administrative Agent and the Majority Lenders does not within 30 days after a such request from the Administrative Agent or the Required Lenders deliver a written opinion or other evidence, in form and substance reasonably evidence satisfactory to the Administrative Agent, Agent with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party which has not already had all is a Wholly-Owned Subsidiary of its stock pledged pursuant to the US Pledge Agreement (other than of any Excluded Entity (as defined in the US Pledge Agreement)) Company that (i) a pledge of 66-2/365% 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)vote, (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 Subsidiary Guaranty guaranteeing or (iii) the Obligations entering into by such Foreign Subsidiary of a security agreement in substantially the form of the US BorrowersSecurity Agreement, in any such either case could reasonably be expected to would 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 's United States parent for Federal income tax purposesor would otherwise violate a material applicable law, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s '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 Lenders pursuant to the US Pledge AgreementAgreement (or another pledge agreement in substantially similar form, if needed), (Bii) 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 modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit a guaranty of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in Company under the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunderLoan Documents, and (Ciii) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver a security agreement granting the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing Collateral Agent for the Obligations benefit of the US BorrowersLenders a security interest in all of such Foreign Subsidiary's assets, in each case to the extent that the entering into of the US Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 7.15 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Majority Lenders.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code Code, the regulations and rules promulgated thereunder and any rulings issued thereunder and at the request of the Agent or the regulations, rules, revenue rulings, notices or other official pronouncements issued or promulgated thereunderMajority Banks, counsel for Silgan reasonably the Company acceptable to the Administrative Agent and the Majority Banks does not within 30 days after a such request from the Administrative Agent or the Required Lenders deliver a written opinion or other evidence, in form and substance reasonably evidence 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 is a Wholly-Owned Subsidiary of its stock pledged pursuant to the US Pledge Agreement (other than of any Excluded Entity (as defined in the US Pledge Agreement)) Company, that (i) a pledge of 66-2/3% 66-(% 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)vote, (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 or (iii) the Obligations entering into by such Foreign Subsidiary of a security agreement in substantially the form of the US BorrowersSecurity Agreement, in any such either case could reasonably be expected to would 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 's United States parent for Federal income tax purposesor would otherwise violate a material applicable law, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s '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 Banks pursuant to the US Pledge AgreementAgreement (or another pledge agreement in substantially similar form, if needed), (Bii) 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 modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit a guaranty of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in Company under the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, Loan Documents and (Ciii) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver a security agreement granting the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing Collateral Agent for the Obligations benefit of the US BorrowersBanks a security interest in all of such Foreign Subsidiary's assets, in each case to the extent that the entering into of the US Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 SECTION 7.15 to be in form and substance reasonably satisfactory to the Administrative Agent.Agent and the Majority Banks. -70- 71

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 the Borrower reasonably acceptable to the Administrative Agent Agents does not within 30 days after a request from the Administrative Agent Agents or the Required Lenders Banks deliver a written opinion or other evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgents and the Borrower, with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party of the Borrower 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)vote, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of the US Pledge Security 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 BorrowersGuaranty, in any such case could reasonably be expected to would 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 's United States parent for Federal income tax purposes, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s '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 AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall (to the extent that same is a Wholly-Owned Foreign Subsidiary) will execute and deliver the US Pledge Security Agreement (or another pledge security agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, 's assets and securing the Obligations of the US Borrowers Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall (to the extent that same is a Wholly-Owned Foreign Subsidiary) will execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agree ment or Other Hedging Agreement, in each case to the extent that the entering into of the US Pledge such Security Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 8.13 to be in form and substance reasonably satisfactory to the Administrative AgentAgents.

Foreign Subsidiaries Security. If 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 or Required Lenders provides Company with an opinion addressed to Company of counsel (selected by Company within 30 days after a receiving the request from the of Administrative Agent or the Required Lenders deliver a written opinion or other evidence, Agent) that in form and substance reasonably satisfactory to the Administrative Agent, Company concludes that with respect to any Foreign Subsidiary directly owned by Silgan that is (i) an Other Subsidiary Borrower or another US Credit Party a Material Subsidiary and (ii) a direct Wholly-Owned Subsidiary of Company or a Domestic Subsidiary 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)) Agreements that (i) a pledge of 66-2/365% or more (in the case of a direct Foreign Subsidiary) or all (in the case of any indirect Foreign Subsidiary) 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 Partyvote, including, for this purpose, would not cause 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 a Foreign Subsidiary as determined for US United States Federal income tax purposes to be treated as a deemed dividend to such a Foreign Subsidiary’s United States parent for United States 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, then that portion of such Foreign Subsidiary’s outstanding capital stock so issued by such Foreign Subsidiary not theretofore pledged pursuant to the US a Pledge Agreement to secure the Obligations of the US Credit Parties shall be pledged upon entering all necessary documents 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 Agreements (or another pledge agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US Borrowers, in each case to the extent that the entering into of the US Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) such agreement is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered jurisdiction; provided, however, that the amount of additional stock that may be pledged pursuant to this Section 8.10 7.14 shall not exceed the amount of such stock that, in the opinion of such counsel, can be pledged without causing any such undistributed earnings of a Foreign Subsidiary to be in form and substance reasonably satisfactory treated as a deemed dividend. All reasonable out-of-pocket expenses incurred by Administrative Agent or the Required Lenders to the Administrative Agentobtain such an opinion shall be paid by Company.

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 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 Lenders Banks deliver a written opinion or other evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and the Borrower, 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 (x) 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 vote, and (y) of any promissory note issued by such Foreign Subsidiary to secure the Obligations Holdings or any 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)its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of the US Pledge Security 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 BorrowersSubsidiary Guaranty, in any such case could reasonably be expected to would 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 's United States parent for Federal income tax purposes, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary Subsidiary, in each case 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 AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and 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 Security Agreement (or another pledge security agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, 's assets and securing the Obligations of the US Borrowers Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/Subsidiaries Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of the US Pledge such Security Agreement or the US Borrowers/Subsidiaries Subsidiary Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 7.14 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Banks.

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 the Borrower reasonably acceptable to the Administrative Agent Agents does not within 30 days after a request from the Administrative Agent Agents or the Required Lenders Banks deliver a written opinion or other evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgents and the Borrower, with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party of the Borrower 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 66-2/3662/3% 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)vote, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of the US Pledge Security 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 BorrowersGuaranty, in any such case could reasonably be expected to would 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 's United States parent for Federal income tax purposes, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, unless the Borrower determines in good faith and notifies the Agents that such action will result in material negative tax implications to the Borrower or any of its Subsidiaries, that portion of such Foreign Subsidiary’s '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 AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and in the case of a failure to deliver the evidence described in clause (ii) aboveabove unless the Borrower determines in good faith and notifies the Agents that such action will result in material negative tax implications to the Borrower or any of its Subsidiaries, such Foreign Subsidiary shall (to the extent that same is a Wholly-Owned Foreign Subsidiary and would otherwise constitute a Subsidiary Guarantor) will execute and deliver the US Pledge Security Agreement (or another pledge security agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, 's assets and securing the Obligations of the US Borrowers Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) aboveabove unless the Borrower determines in good faith and notifies the Agents that such action will result in material negative tax implications to the Borrower or any of its Subsidiaries, such Foreign Subsidiary shall (to the extent that same is a Wholly-Owned Foreign Subsidiary and would otherwise constitute a Subsidiary Guarantor) will execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of the US Pledge such Security Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 8.13 to be in form and substance reasonably satisfactory to the Administrative AgentAgents.

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 the Borrower acceptable to the Administrative Agent and the Required Lenders 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 AgentAgent and the Required Lenders, with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party which has not already had all of its stock Equity Interests pledged pursuant to the US applicable 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 Equity Interests 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)vote, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of the US Pledge Agreement to secure Security Agreement, (iii) the Obligations of the US Borrowers and of entering into by such Foreign Subsidiary under of a pledge agreement in substantially the US Borrowers/Subsidiaries Guaranty form of the U.S. Pledge Agreement and (iiiiv) 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 BorrowersSubsidiary Guaranty, in any such case could reasonably be expected to would 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 's United States parent for Federal income tax purposes, then, except during a Collateral Release Period, then (AI) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock Equity Interests so issued by such Foreign Subsidiary Subsidiary, in each case not theretofore pledged pursuant to the US applicable 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 applicable Pledge AgreementAgreement (or another pledge agreement in substantially similar form, if needed), (BII) 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 Security Agreement (or another pledge agreement in substantially similar formor, if needed, including by amending or otherwise modifying another security agreement in the comparable Foreign Security Documentform required to establish a first priority perfected lien in the relevant jurisdiction), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or 's assets (other than the capital stock directly stock, other Equity Interests and promissory notes owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, ) and securing the Obligations of the US Borrowers Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement entered into with a Secured Creditor and, in the event the US Borrowers/Subsidiaries Subsidiary Guaranty (or substantially similar guaranty) shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (CIII) in the case of a failure to deliver delivery the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries U.S. Pledge Agreement (or, if needed, another pledge agreement in the form required to establish a first priority perfected lien in the relevant jurisdiction), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of the capital stock, other Equity Interests and promissory notes owned or held by such Foreign Subsidiary and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement entered into with a Secured Creditor and, in the event the Subsidiary Guaranty (or substantially similar guaranty) shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder and (IV) in the case of a failure to deliver the evidence described in clause (iv) above, such Foreign Subsidiary shall execute and deliver the Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement entered into with a Secured Creditor, in each case to the extent that the entering into of the US Security Agreement, the U.S. Pledge Agreement or the US Borrowers/Subsidiaries Subsidiary Guaranty (or substantially similar documentsagreement or guaranty) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 7.15 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Lenders.

Foreign Subsidiaries Security. (a) 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 the Company reasonably acceptable to the Administrative Collateral Agent does not within 30 60 days after a written request from the Administrative Agent or the Required Lenders deliver a written opinion or other evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and the Company, with respect to any Material Subsidiary that is a Foreign Subsidiary directly owned by Silgan or another US Credit Party Foreign Subsidiary Holding Company which has not already had all of its stock Equity Interests pledged pursuant to the US Pledge Agreement (other than of any Excluded Entity (as defined in the US Pledge Agreement)) Security Documents that (i) a pledge (A) of 66-2/3% or more of the total combined voting power of all classes of capital stock Equity Interests of such Foreign Subsidiary or Foreign Subsidiary Holding Company entitled to vote to secure the Obligations vote, and (B) of the US Credit Parties (as opposed any promissory note issued by such Foreign Subsidiary or Foreign Subsidiary Holding Company to the Obligations of a Foreign Credit Party, including, for this purpose, Company or any guaranty of such Obligations by a US Credit Party)Domestic Subsidiary, (ii) the entering into by such Foreign Subsidiary or Foreign Subsidiary Holding Company of a pledge security agreement in substantially in the form of the US Pledge 103 Collateral 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 or Foreign Subsidiary Holding Company of a guaranty Guarantee in substantially the form of the US Borrowers/Subsidiaries Guaranty guaranteeing the Obligations of the US BorrowersCollateral Agreement, in any such case could reasonably be expected to would cause all or any portion of the undistributed earnings of such Foreign Subsidiary or Foreign Subsidiary Holding Company as determined for US Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposespurposes or otherwise would have any adverse effect on the Company with respect to Taxes, then, except during a Collateral Release Period, then (A) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's or Foreign Subsidiary Holding Company's outstanding capital stock Equity Interests or any promissory notes so issued by such Foreign Subsidiary or Foreign Subsidiary Holding Company, in each case not theretofore pledged pursuant to the US Pledge Agreement to secure the Obligations of the US Credit Parties Security Documents shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Parties pursuant to the US Pledge AgreementCollateral Agreement (or another pledge agreement in substantially similar form) (it being understood that any such promissory note shall not be required to be delivered to the Collateral Agent but shall not be delivered to any other Person to secure any obligation), (B) in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary or Foreign Subsidiary Holding Company shall execute and deliver the US Pledge Collateral Agreement (or another pledge security agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock 's or the capital stock directly owned by such Foreign Subsidiary in Holding Company's assets to secure the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunderObligations, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary or Foreign Subsidiary Holding Company shall execute and deliver the US Borrowers/Subsidiaries Guaranty Collateral Agreement (or another guaranty Guarantee in substantially similar form, if needed), guaranteeing Guaranteeing the Obligations of the US BorrowersObligations, in each case to the extent that the entering into of the US Pledge such Collateral Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) other Guarantee is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) jurisdiction, including financial assistance rules, and with all documents delivered pursuant to this Section 8.10 5.15 to be in form and substance reasonably satisfactory to the Administrative Collateral Agent. (b) Any Revolving Loans borrowed by (or obligations in respect of Letters of Credit issued for the account of) any Foreign Subsidiary will be secured (i) by a pledge of such Foreign Subsidiary's outstanding Equity Interests or any promissory note issued by such Foreign Subsidiary (in each case that is owned by the Company or Subsidiary and not theretofore pledged pursuant to the Collateral Agreement) pursuant to a pledge agreement reasonably satisfactory in form and substance to the 104 Collateral Agent (it being understood that any such promissory note shall not be required to be delivered to the Collateral Agent but shall not be delivered to any other Person to secure any obligation) and (ii) by executing and delivering a security agreement reasonably satisfactory in form and substance to the Collateral Agent, granting a security interest in all of such Foreign Subsidiary's assets to secure the Obligations of such Foreign Subsidiary under the Loan Documents with respect to such Revolving Loans borrowed by it (or obligations in respect of such Letters of Credit issued for its account); provided that the requirements set forth in this paragraph shall not apply to the extent that compliance therewith would violate applicable law (including financial assistance rules).

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 Holdings reasonably acceptable to the Administrative Agent and the Required Lenders 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 AgentAgent and the Required Lenders, 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 Equity Interests entitled to vote of any Foreign Unrestricted Subsidiary owned by a U.S. Credit Party which has not already had all of its Equity Interests pledged pursuant to the U.S. Pledge Agreement or a Local Law Pledge Agreement, as applicable, to secure all of the Obligations of the US Credit Parties (as opposed to defined in the Obligations of a Foreign Credit Party, including, for this purpose, any guaranty of respective such Obligations by a US Credit PartySecurity Document), (ii) the entering into by such a Foreign Subsidiary Guarantor of a pledge agreement in substantially in the form of the US U.S. Pledge Agreement to secure the Obligations of the US Borrowers and of such Foreign Subsidiary under the US Borrowers/Subsidiaries Guaranty and Agreement, (iii) the entering into by such a Foreign Subsidiary Guarantor of a security agreement in substantially the form of the U.S. Security Agreement and (iv) the entering into by a Foreign Subsidiary Guarantor of a guaranty in substantially the form of the US Borrowers/U.S. Subsidiaries Guaranty guaranteeing the Obligations of the US BorrowersGuaranty, in any such case could reasonably be expected to would 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 's United States parent or a deemed disposition of the shares of stock of such Foreign Subsidiary for Federal income tax purposes, then, except during a Collateral Release Period, then (AI) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Unrestricted Subsidiary’s 's outstanding capital stock so issued Equity Interests owned or held by such Foreign Subsidiary a U.S. Credit Party and not theretofore pledged pursuant to the US U.S. Pledge Agreement or a Local Law Pledge Agreement, as applicable, to secure all of the Obligations of (as defined in the US Credit Parties respective such Security Document) shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the US U.S. Pledge AgreementAgreement or the relevant Local Law Pledge Agreement (or another pledge agreement in substantially similar form, if needed), (BII) in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary Guarantor shall execute and deliver the US U.S. Pledge Agreement (or another pledge agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly stock, other Equity Interests and promissory notes owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, (other than Excluded Collateral) and securing the Obligations of the US Borrowers U.S. Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/U.S. Subsidiaries Guaranty shall have been executed by such Foreign SubsidiarySubsidiary Guarantor, the obligations of such Foreign Subsidiary Guarantor thereunder, and (CIII) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary Guarantor shall execute and deliver the US Borrowers/U.S. Security Agreement (or another security agreement in substantially similar form, if needed) granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary Guarantor's assets (other than the capital stock, other Equity Interests and promissory notes owned by such Foreign Subsidiary and such assets which constitute Excluded Collateral) and securing the obligations of the U.S. Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the U.S. Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary Guarantor, the obligations of such Foreign Subsidiary Guarantor thereunder and (IV) in the case of a failure to deliver the evidence described in clause (iv) above, such Foreign Subsidiary Guarantor shall execute and deliver the U.S. Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersU.S. Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of the US U.S. Pledge Agreement, the U.S. Security Agreement or the US Borrowers/U.S. Subsidiaries Guaranty (or substantially similar documentssuch agreement or guaranty) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 8.12 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and/or the Required Lenders. Notwithstanding anything to the contrary contained in this Section 8.12, no Foreign Subsidiary shall be required to comply with the provisions of this Section 8.12 if the tax advisors for Holdings or such Subsidiary determine that there is a reasonable likelihood that such Foreign Subsidiary is, or has ever been, a passive foreign investment company within the meaning of Section 1297 of the Code.

Foreign Subsidiaries Security. If 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 Holdings does not not, within 30 days after a request from the Administrative Agent setting forth the assertion, and the basis thereof, that one or more of the Required Lenders conditions described in subdivision (i), (ii) or (iii) of this Section 8.13 will not have the effect set forth in subdivision (I) or (II) of this Section 8.13, 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 of Holdings which has not already had all of its stock pledged pursuant to the US General 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)vote, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of the US Pledge Security 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 BorrowersGuaranty, in any such case could reasonably be expected to cause the (I) any 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 's United States parent for Federal income tax purposespurposes or (II) other Federal income tax consequences to the Credit Parties having an adverse financial consequence to any Credit Party in any material respect, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock so issued by such Foreign Subsidiary not theretofore pledged pursuant to the US General Pledge Agreement to secure the Obligations of the US Credit Parties shall be promptly pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the US General Pledge AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall promptly execute and deliver the US Security Agreement and General Pledge Agreement (or another security agreement or pledge agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or 's assets which would be pledged to the capital stock directly owned by Collateral Agent if such Foreign Subsidiary in the Material Subsidiaries of such Foreign were a Domestic Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations obligations of the US Borrowers Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement entered into with a Secured Creditor and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall promptly execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement entered into with a Secured Creditor, in each case to the extent that the entering into of the US Security Agreement, General Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documentsand the pledge of a security interest thereunder) is permitted by (or feasible under) the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 to be in form and substance reasonably satisfactory to the Administrative Agentjurisdiction.

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 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 Lenders Banks deliver a written opinion or other evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and the Borrower, 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 (x) 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 vote, and (y) of any promissory note issued by such Foreign Subsidiary to secure the Obligations Holdings or any 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)its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of the US Pledge Security 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 BorrowersSubsidiary Guaranty, in any such case could reasonably be expected to would 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 's United States parent for Federal income tax purposes, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary Subsidiary, in each case 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 AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and 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 Security Agreement (or another pledge security agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, 's assets and securing the Obligations of the US Borrowers Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/Subsidiaries Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of the US Pledge such Security Agreement or the US Borrowers/Subsidiaries Subsidiary Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 7.13 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Banks.

Foreign Subsidiaries Security. (a) 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 the Borrower acceptable to the Administrative Agent and the Required Lenders does not within 30 120 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 AgentAgent and the Required Lenders, 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 (x) 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 vote, and (y) of any promissory note issued by such Foreign Subsidiary to secure the Obligations Holdings or any 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)its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of the US Pledge Security 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 BorrowersGuaranty, in any such case could reasonably be expected to would 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 's United States parent for Federal income tax purposes, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary Subsidiary, in each case 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 AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and 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 Security Agreement (or another pledge security agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, 's assets and securing the Obligations of the US Borrowers Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of the US Pledge such Security Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 8.12 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Lenders, provided that no pledge shall be required pursuant to this Section 8.12 of a Foreign Subsidiary if the Administrative Agent has determined pursuant to Section 9.02(ix) that such a pledge shall result in regulatory or economic disadvantages. (b) Notwithstanding anything to the contrary contained in this Section 8.12, no non-Wholly Owned Foreign Subsidiary of the Borrower shall be required to take any of the actions required by clause (a) of this Section 8.12 to the extent, and only to the extent, that the terms of any Indebtedness of such Foreign Subsidiary existing at the time that any such action is required to be taken (and which Indebtedness is otherwise permitted hereunder) prohibits such Foreign Subsidiary from taking any such actions (it being understood that at such time as such prohibition shall no longer be effective, such Foreign Subsidiary shall take such actions as otherwise described in this Section 8.12

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 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 Lenders Banks deliver a written opinion or other evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and the Borrower, 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 (x) 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 vote, and (y) of the US Credit Parties (as opposed any promissory note issued by such Foreign Subsidiary to the Obligations Borrower or any of a Foreign Credit Party, including, for this purpose, any guaranty of such Obligations by a US Credit Party), its Domestic Subsidiaries and (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 BorrowersPledge Agreement, in any such case could reasonably be expected to would 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 's United States parent for Federal income tax purposes, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary Subsidiary, in each case 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 AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and 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 modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, 's assets and securing the Obligations of the US Borrowers andBorrower under the Credit Documents and under any Interest Rate Agreement or Other Hedging Agreement, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US Borrowers, in each case to the extent that the entering into of the US such Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 6.14 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Banks.

Foreign Subsidiaries Security. If If, following a change that is reasonably determined to be material by the Administrative Agent in the relevant sections Sections of the Code or the regulations, rules, revenue rulings, notices or other official pronouncements issued or promulgated thereunder, the Borrower or its counsel for Silgan or advisors reasonably acceptable to the Administrative Agent does not within 30 45 days after a request from the Administrative Agent or the Required Lenders deliver a written opinion or other evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and the Borrower, with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party of Holdings which has not already had all of its stock the Equity Interests issued by it pledged pursuant to the US Pledge Agreement (other than of any Excluded Entity (as defined in the US Pledge Agreement)) that (i) a pledge (A) of 66-2/365.0% 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 vote, and (B) of the US Credit Parties (as opposed any promissory note issued by such Foreign Subsidiary to the Obligations Borrower or any of a Foreign Credit Party, including, for this purpose, any guaranty of such Obligations by a US Credit Party)its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a pledge agreement guaranty in form and substance substantially in identical to 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 Guaranty, (iii) the entering into by such Foreign Subsidiary of a guaranty security agreement in form and substance substantially identical to the form Security Agreement, and (iv) the entering into by such Foreign Subsidiary of a pledge agreement substantially identical to the US Borrowers/Subsidiaries Guaranty guaranteeing the Obligations of the US BorrowersPledge Agreement, in any such case could reasonably be expected to would cause all or any portion of the undistributed earnings of such Foreign Subsidiary as determined for US Federal United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent (or other domestic Affiliate) for Federal United States federal income tax purposespurposes under Code Section 956 or any similar provision of federal, state or local tax Law, 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 or any promissory notes so issued by such Foreign Subsidiary Subsidiary, in each case not theretofore pledged pursuant to the US Pledge Agreement to secure the Obligations of the US Credit Parties Agreement, shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Finance Parties pursuant to the US Pledge AgreementAgreement (or another pledge agreement in substantially identical form, if needed); (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 Guaranty (or another pledge agreement guaranty in substantially similar identical form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to guaranteeing the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and Senior Credit Obligations; (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty Security Agreement (or another guaranty security agreement in substantially similar identical form, if needed), guaranteeing granting to the Obligations Collateral Agent, for the benefit of the US BorrowersFinance Parties, a security interest in all of such Foreign Subsidiary’s assets and securing the Finance Obligations; and (D) in the case of a failure to deliver the evidence described in clause (iv) above, such Foreign Subsidiary shall execute and deliver the Pledge Agreement (or another pledge agreement in substantially identical form, if needed), pledging to the Collateral Agent, for the benefit of the Finance Parties, all of the capital stock and promissory notes owned by such Foreign Subsidiary, in each case to the extent that the entering into of the US Guaranty, Security Agreement or Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws Laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 6.12(d) to be in form form, scope and substance reasonably satisfactory to the Administrative Collateral Agent.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code and at the request of the Administrative Agent, any Co-Arranger or the regulations, rules, revenue rulings, notices or other official pronouncements issued or promulgated thereunderRequired Banks, counsel for Silgan reasonably acceptable to the Administrative Agent and the Co-Arrangers does not within 30 days after a such request from the Administrative Agent or the Required Lenders deliver a written opinion or other evidenceopinion, in form and substance reasonably satisfactory to the Administrative AgentAgent and the Co-Arrangers, with respect to any Foreign Subsidiary directly whose capital stock is owned by Silgan or another US a Credit Party which has not already had all of its stock pledged pursuant Party, to the US Pledge Agreement (other than of any Excluded Entity (as defined in the US Pledge Agreement)) effect that (i) a pledge (x) 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 and (y) 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 promissory notes issued 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 BorrowersSilgan or any other Credit Party, in any such either case could reasonably be expected to would 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 's United States parent for Federal income tax purposesparent, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence opinion described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary Subsidiary, in each case not theretofore pledged pursuant to (and to the US extent required by) the Pledge Agreement to secure the Obligations of the US Credit Parties Agreement, 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 . The Banks understand and deliver the US Pledge Agreement (or another pledge agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting agree that to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or extent the capital stock directly owned by of Canadian Holdco, Silgan Plastics Canada or any other Subsidiary of Canadian Holdco is required to be pledged pursuant to the Canadian Credit Facility such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, capital stock shall not be required to be pledged pursuant to this Agreement (and securing the Obligations of the US Borrowers and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US Borrowers, in each case to the extent that such capital stock has theretofore been pledged pursuant to the entering into of the US Pledge Agreement or such capital stock shall be released from the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 to be in form and substance reasonably satisfactory to the Administrative AgentLiens created thereunder).

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, Proskauer Rose LLP or such other counsel for Silgan Adience as may be reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders Banks deliver a written opinion or other evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and Adience, with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party of Adience which has not already had all of its stock pledged pursuant to the US U.S. 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)vote, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of the US Pledge U.S. Security 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 BorrowersU.S. Subsidiary Guaranty, in any such case could reasonably be expected to would 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 's United States parent for Federal income tax purposes, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock so issued by such Foreign Subsidiary Subsidiary, in each case not theretofore pledged pursuant to the US U.S. 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 U.S. Pledge AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall will execute and deliver the US Pledge U.S. Security Agreement (or another pledge security agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, 's assets and securing the Obligations of all Borrowers under the US Borrowers Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event that the US Borrowers/Subsidiaries Guaranty respective Foreign Subsidiary shall have been executed by such Foreign Subsidiaryand delivered a Guaranty, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall will execute and deliver the US Borrowers/Subsidiaries U.S. Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of all Borrowers under the US BorrowersCredit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of the US Pledge Agreement respective security documents or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) guaranty is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 8.12 to be in form and substance reasonably satisfactory to the Administrative Agent.

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 Holdings reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders Banks deliver a written opinion or other evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and Holdings, with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party that is not a Look-Through Subsidiary 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 and Security 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 Partyvote, including, for this purpose, any guaranty of such Obligations by a US Credit Party), and (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 BorrowersGuaranty, in any such case could reasonably be expected to cause (I) the undistributed earnings of such Foreign Subsidiary as determined deter-mined for US Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposespurposes or (II) other material adverse Federal income tax consequences to the Credit Parties, thenthen (in each case, except during a Collateral Release Period, (Asubject to any restrictions described in Section 7.16) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock so issued by such Foreign Subsidiary not theretofore pledged pursuant to (and to the US extent required by) the Pledge and Security 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 Agreementand Security Agreement (or another pledge agreement in substantially similar form, (B) if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the US Pledge Agreement (or another pledge agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary's obligations under the Subsidiaries Guaranty, in each case to the extent that the entering into of the US such Pledge and Security Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 7.15 to be in form and substance reasonably satisfactory to the Administrative Agent.

Foreign Subsidiaries Security. (a) 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 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 Lenders Banks deliver a written opinion or other evidence, in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Banks, with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party which has not already had all of its stock or promissory notes pledged pursuant to the US Pledge Agreement (other than of any Excluded Entity (as defined in the US Pledge Agreement)) , that (i) a pledge (x) of 66-2/365% 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 and (y) 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 promissory note issued by such Foreign Subsidiary to the Borrower or any 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 Borrowersits Domestic Subsidiaries, in any such case could reasonably be expected to would 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 's United States parent for Federal income tax purposes, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary Subsidiary, in each case 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). (b) If following a change in the relevant sections of the Code or the regulations, including rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the Borrower acceptable to the Agent delivers evidence, in form and substance satisfactory to the Agent and the Required Banks, with respect to any Foreign Subsidiary which has had any portion of its stock or promissory notes pledged pursuant to the Pledge Agreement, that a pledge (x) of any portion of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote and (y) of any promissory note issued by amending such Foreign Subsidiary to the Borrower or otherwise modifying any of its Domestic Subsidiaries, in any such case would cause the comparable undistributed earnings of such Foreign Security Document)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, granting to then the Collateral Agent for the benefit of the Secured Creditors a security interest in all shall release that portion of such Foreign Subsidiary’s 's outstanding capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed any promissory notes so issued by such Foreign Subsidiary, in each case pledged pursuant to the obligations Pledge Agreement, as may be required to ensure that the undistributed earnings of such Foreign Subsidiary thereunder, and (C) in the case of shall not be treated as a failure deemed dividend to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US Borrowers, in each case to the extent that the entering into of the US Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 to be in form and substance reasonably satisfactory to the Administrative AgentSubsidiary's United States parent for Federal income tax purposes.

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 Holdings reasonably acceptable to the Administrative Agent does not within 30 45 days after a request from the Administrative Agent or the Required Lenders deliver a written opinion or other evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and Holdings, with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party (and in the case of clause (i) below, any Foreign Unrestricted Subsidiary) of Holdings which has not already had all of its stock pledged pursuant to the US a Pledge Agreement (other than of any Excluded Entity (as defined in the US Pledge Agreement)) that (i) a pledge of more than 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary (or Foreign Unrestricted 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)Borrowers, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of the US Security Agreement to secure the Obligations of the US Borrowers and of such Foreign Subsidiary under the US Subsidiaries Guaranty, (iii) the entering into by such Foreign Subsidiary of a pledge agreement in substantially the form of a US Pledge Agreement to secure the Obligations of the US Borrowers and of such Foreign Subsidiary under the US Borrowers/Subsidiaries Guaranty and (iiiiv) 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 (I) the undistributed earnings of such Foreign Subsidiary (or Foreign Unrestricted Subsidiary) as determined for US Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's (or such Foreign Unrestricted Subsidiary's) United States parent for Federal income tax purposespurposes or (II) other material adverse Federal income tax consequences to the Credit Parties, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's (or such Foreign Unrestricted Subsidiary's) outstanding capital stock so issued by such Foreign Subsidiary (or such Foreign Unrestricted Subsidiary), in each case not theretofore pledged pursuant to the US Pledge Agreement to secure the Obligations of the US Credit Parties Borrowers and of such Foreign Subsidiary under the US Subsidiaries Guaranty shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the US Pledge AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and in the case of a failure to deliver the evidence described in clause (ii) or (iii) above, such Foreign Subsidiary (to the extent same is a Wholly-Owned Foreign Subsidiary) shall execute and deliver the US Security Agreement (or another security agreement in substantially similar form, if needed) and the US Pledge Agreement (or another pledge agreement in substantially similar form, if needed), including by amending or otherwise modifying as the comparable Foreign Security Document)case may be, granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock 's assets or the capital stock directly and promissory notes owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iiiiv) above, such Foreign Subsidiary (to the extent same is a Wholly-Owned Foreign Subsidiary) shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations obligations of the US BorrowersBorrowers under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of the US Security Agreement, a US Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documentsdocument) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 8.12 to be in form and substance reasonably satisfactory to the Administrative Agent and/or the Collateral Agent.

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 the Borrower reasonably acceptable to the Administrative Agent and the Required Banks does not within 30 days after a request from the Administrative Agent or the Required Lenders Banks deliver a written opinion or other evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and the Borrower, 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 Security Agreement (other than of any Excluded Entity (as defined in the US Pledge Agreement)) that (i) a pledge (x) of 66-2/365% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote vote, and (y) of any unsecured promissory note issued by such Foreign Subsidiary to secure the Obligations Holdings or any 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)its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of the US Pledge Security 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 BorrowersSubsidiary Guaranty, in any such case could reasonably be expected to cause (I) 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 purposespurposes or (II) other material adverse federal income tax consequences to the Credit Parties, then, except during a Collateral Release Period, (A) 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 or any promissory notes so issued by such Foreign Subsidiary Subsidiary, in each case not theretofore pledged pursuant to the US Pledge Security 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 AgreementSecurity Agreement (or another agreement in substantially similar form, (B) if needed), and 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 Security Agreement (or another pledge security agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest Lien in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, assets and securing the Obligations of the US Borrowers Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/Subsidiaries Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of the US Pledge such Security Agreement or the US Borrowers/Subsidiaries Subsidiary Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 7.13 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Banks; provided that the provisions of this Section 7.13 shall not apply if the combined assets of the Foreign Subsidiaries are less than 10.0% of the total consolidated assets of Holdings and its Subsidiaries as determined in accordance with GAAP; provided further that the Administrative Agent may, in its reasonable discretion elect not to perfect in any assets of any Foreign Subsidiary if the Administrative Agent determines that it is not feasible or economical to attain any such perfection according to the laws of the applicable foreign jurisdiction.

Foreign Subsidiaries Security. If 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 or Required Lenders provides Company with an opinion addressed to Company of counsel (selected by Company within 30 days after a receiving the request from of the Administrative Agent or the Required Lenders deliver a written opinion or other evidence, Agent) that in form and substance reasonably satisfactory to the Administrative Agent, Company concludes that with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party that is a Wholly-Owned Subsidiary of the Company 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)) Agreements that (i) a pledge of 66-66 2/3% or more (in the case of a direct Foreign Subsidiary) or all (in the case of any indirect Foreign Subsidiary) 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 Partyvote, including, for this purpose, would not cause 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 a Foreign Subsidiary as determined for US United States Federal income tax purposes to be treated as a deemed dividend to such a Foreign Subsidiary’s 's United States parent for United States 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, then that portion of such Foreign Subsidiary’s '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 Agreements shall be pledged upon entering all necessary documents to the Collateral Administrative 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 Agreements (or another pledge agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US Borrowers, in each case to the extent that the entering into of the US Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) such agreement is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered jurisdiction; provided, however, that the amount of additional stock that may be pledged pursuant to this Section 8.10 7.14 shall not exceed the amount of such stock that, in the opinion of such counsel, can be pledged without causing any such undistributed earnings of a Foreign Subsidiary to be in form and substance reasonably satisfactory treated as a deemed dividend. All reasonable out-of-pocket expenses incurred by Administrative Agent or the Required Lenders to the Administrative Agentobtain such an opinion shall be paid by Company.

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 the Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders Banks deliver a written opinion or other evidence, in form and substance reasonably evidence mutually satisfactory to the Borrower and the Administrative AgentAgent that, with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party of the Borrower 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 a 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), and (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 Subsidiary Guaranty, with such changes as are required to comply with local law (the Obligations of the US Borrowers“Foreign Subsidiary Guaranty”), in any such case could reasonably be expected to case, would 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 purposespurposes in each case as a result of such Foreign Subsidiary pledging its assets (directly or indirectly) to secure the Obligations of the Borrower and each Subsidiary of the Borrower under the Credit Documents and the obligations of the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement, then, except during a Collateral Release Period, (A) 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 so issued by such Foreign Subsidiary not theretofore pledged pursuant to the US a 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 a Pledge AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and 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 modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US Borrowers, in Borrower and each case Subsidiary of the Borrower under the Credit Documents and the obligations of the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement to the extent that the entering into of the US Pledge Agreement or Foreign Subsidiary Guaranty, the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) pledge of the additional shares of capital stock and the amendment to such Security Documents is permitted by the laws of the respective foreign jurisdiction (after complying with and would not, in the reasonable opinion of the Borrower and the Administrative Agent, result in any “whitewash” adverse tax consequences to the Borrower or other applicable proceedings) their Subsidiaries, and with all documents delivered pursuant to this Section 8.10 8.12 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Banks.

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 each 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 Lenders Banks deliver a written opinion or other evidence, in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Banks, 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 (x) 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 vote, and (y) of any promissory note issued by such Foreign Subsidiary to secure the Obligations Holdings or any 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)its U.S. Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of as the US Pledge Security 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 as the US Borrowers/Subsidiaries Guaranty guaranteeing the Obligations of the US BorrowersSubsidiary Guaranty, in any such case could reasonably be expected to would 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 's United States parent for Federal income tax purposes, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary Subsidiary, in each case 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 AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and 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 Security Agreement (or another pledge security agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, 's assets and securing the Obligations of the US Borrowers U.S. Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/Subsidiaries Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersU.S. Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of the US Pledge Security Agreement or the US Borrowers/Subsidiaries Subsidiary Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 7.16 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Banks.

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 Holdings reasonably acceptable to the Administrative Agent and the Required Lenders 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 AgentAgent and the Required Lenders, 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 Equity Interests entitled to vote of any Foreign Unrestricted Subsidiary owned by a U.S. Credit Party which has not already had all of its Equity Interests pledged pursuant to the U.S. Pledge Agreement or a Local Law Pledge Agreement, as applicable, to secure all of the Obligations of the US Credit Parties (as opposed to defined in the Obligations of a Foreign Credit Party, including, for this purpose, any guaranty of respective such Obligations by a US Credit PartySecurity Document), (ii) the entering into by such a Foreign Subsidiary Guarantor of a pledge agreement in substantially in the form of the US U.S. Pledge Agreement to secure the Obligations of the US Borrowers and of such Foreign Subsidiary under the US Borrowers/Subsidiaries Guaranty and Agreement, (iii) the entering into by such a Foreign Subsidiary Guarantor of a security agreement in substantially the form of the U.S. Security Agreement and (iv) the entering into by a Foreign Subsidiary Guarantor of a guaranty in substantially the form of the US Borrowers/U.S. Subsidiaries Guaranty guaranteeing the Obligations of the US BorrowersGuaranty, in any such case could reasonably be expected to would 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 or a deemed disposition of the shares of stock of such Foreign Subsidiary for Federal income tax purposes, then, except during a Collateral Release Period, then (AI) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Unrestricted Subsidiary’s outstanding capital stock so issued Equity Interests owned or held by such Foreign Subsidiary a U.S. Credit Party and not theretofore pledged pursuant to the US U.S. Pledge Agreement or a Local Law Pledge Agreement, as applicable, to secure all of the Obligations of (as defined in the US Credit Parties respective such Security Document) shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the US U.S. Pledge AgreementAgreement or the relevant Local Law Pledge Agreement (or another pledge agreement in substantially similar form, if needed), (BII) in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary Guarantor shall execute and deliver the US U.S. Pledge Agreement (or another pledge agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly stock, other Equity Interests and promissory notes owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, (other than Excluded Collateral) and securing the Obligations of the US Borrowers U.S. Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/U.S. Subsidiaries Guaranty shall have been executed by such Foreign SubsidiarySubsidiary Guarantor, the obligations of such Foreign Subsidiary Guarantor thereunder, and (CIII) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary Guarantor shall execute and deliver the US Borrowers/U.S. Security Agreement (or another security agreement in substantially similar form, if needed) granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary Guarantor’s assets (other than the capital stock, other Equity Interests and promissory notes owned by such Foreign Subsidiary and such assets which constitute Excluded Collateral) and securing the obligations of the U.S. Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the U.S. Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary Guarantor, the obligations of such Foreign Subsidiary Guarantor thereunder and (IV) in the case of a failure to deliver the evidence described in clause (iv) above, such Foreign Subsidiary Guarantor shall execute and deliver the U.S. Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersU.S. Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of the US U.S. Pledge Agreement, the U.S. Security Agreement or the US Borrowers/U.S. Subsidiaries Guaranty (or substantially similar documentssuch agreement or guaranty) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 8.12 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and/or the Required Lenders. Notwithstanding anything to the contrary contained in this Section 8.12, no Foreign Subsidiary shall be required to comply with the provisions of this Section 8.12 if the tax advisors for Holdings or such Subsidiary determine that there is a reasonable likelihood that such Foreign Subsidiary is, or has ever been, a passive foreign investment company within the meaning of Section 1297 of the Code.

Foreign Subsidiaries Security. If 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 Borrower 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 of the Borrower which has not already had all of its stock pledged pursuant to the US Pledge Agreement (other than to secure the Obligations of any Excluded Entity (as defined in the US Pledge Agreement)) Borrower 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)Borrower, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of the US Pledge Security Agreement to secure the Obligations of the US Borrowers and of such Foreign Subsidiary under the US Borrowers/Subsidiaries Guaranty Borrower 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 BorrowersGuaranty, in any such case could reasonably be expected to cause the (I) any 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 purposespurposes or (II) other materially adverse Federal income tax consequences to the Credit Parties, then, except during a Collateral Release Period, (A) 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 so issued by such Foreign Subsidiary not theretofore pledged pursuant to the US Pledge Agreement to secure the Obligations of the US Credit Parties Borrower shall be promptly pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the US Pledge AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall promptly execute and deliver the US Security Agreement and Pledge Agreement (or another security agreement or pledge agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, assets and securing the Obligations of the US Borrowers Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement entered into with a Secured Creditor and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall promptly execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement entered into with a Secured Creditor, in each case to the extent that the entering into of the US Security Agreement, the Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 8.11 to be in form and substance reasonably satisfactory to the Administrative Agent.

Foreign Subsidiaries Security. (a) 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 of 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 Parties, (as opposed ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the US Security Agreement to secure the Obligations of a Foreign Credit Party, including, for this purpose, any guaranty the US Borrowers and of such Obligations by a Foreign Subsidiary under the US Credit Party)Borrowers/Subsidiaries Guaranty, (iiiii) 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 (iiiiv) 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 U.S. Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes, then, except during a Collateral Release Period, then (A) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s '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 AgreementAgreement (or another pledge agreement in substantially similar form, if needed), (B) in the case of a failure to deliver the evidence described in clause (ii) or (iii) above, such Foreign Subsidiary (only to the extent that same is a Foreign Credit Party) shall execute and deliver the US Security Agreement (or another security agreement in substantially similar form, if needed) and the US Pledge Agreement (or another pledge agreement in substantially similar form, if needed), including by amending or otherwise modifying as the comparable Foreign Security Document)case may be, granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock 's assets or the capital stock directly and promissory notes owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iiiiv) above, such Foreign Subsidiary (to the extent that same is a Foreign Credit Party) shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US Borrowers, in each case to the extent that the entering into of the US Security Agreement, the US Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “"whitewash” " or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 7.10 to be in form and substance reasonably satisfactory to the Administrative Agent. (b) The Lenders understand and agree that to the extent the capital stock of Canadian Holdco, Silgan Plastics Canada or any other Subsidiary of Canadian Holdco is required to be pledged pursuant to the Canadian Credit Facility, such capital stock shall not be required to be pledged pursuant to this Agreement (and to the extent that such capital stock has theretofore been pledged pursuant to the US Pledge Agreement, such capital stock shall be released from the Liens created thereunder).

Foreign Subsidiaries Security. If 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 Holdings reasonably acceptable to the Administrative Agent does not within 30 days after a written request from the Administrative Agent or the Required Requisite Lenders deliver a written opinion or other evidence, in form and substance reasonably mutually satisfactory to the Administrative Agent, Holdings and the Borrower, with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party which has not already had all of its stock Stock pledged pursuant to the US Pledge Agreement (other than of any Excluded Entity (as defined in the US Pledge Agreement)) Agreements that (i) a pledge (x) of 66-2/3more than 65% or more of the total combined voting power of all classes of capital stock Stock of such Foreign Subsidiary entitled to vote vote, and (y) of any promissory note issued by such Foreign Subsidiary to secure the Obligations Holdings or any 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)its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a pledge agreement substantially an Additional Grantor Acknowledgment in the form of Exhibit B to the US Pledge Security 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 an Additional Guarantor Supplement in substantially the form of Schedule 1 to the US Borrowers/Subsidiaries Guaranty guaranteeing the Obligations of the US BorrowersSubsidiary Guaranty, 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 's United States parent for Federal income tax purposes, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock Stock or any promissory notes so issued by such Foreign Subsidiary Subsidiary, in each case not theretofore pledged pursuant to the US a 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 Lenders pursuant to the US a Pledge AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall execute and deliver an Additional Grantor Acknowledgment in the US Pledge form of Exhibit B to the Security Agreement (or another pledge security agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors Lenders a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, 's assets and securing the Obligations of the US Borrowers Borrower under the Loan Documents and, in the event and Additional Guarantor Supplement in the US Borrowers/Subsidiaries form of Schedule 1 to the Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver an Additional Guarantor Supplement in the US Borrowers/Subsidiaries form of Schedule 1 to the Subsidiary Guaranty (or another guaranty agreement in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersBorrower under the Loan Documents, in each case to the extent that the entering into of the US Pledge Agreement or the US Borrowers/Subsidiaries Guaranty such Additional Grantor Acknowledgment (or substantially similar documentsalternative security agreement) or such Additional Guarantor Supplement (or alternative guaranty agreement) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) jurisdiction, and with all documents delivered pursuant to this Section 8.10 5.10 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and to be accompanied by closing documentation (including, without limitation, opinions of counsel for such Foreign Subsidiary) of the type described in Section 2 and the Closing Checklist as such Foreign Subsidiary would have had to deliver if such Foreign Subsidiary were a Domestic Subsidiary as of the Closing Date.

Foreign Subsidiaries Security. If 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 Borrower 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 of the Borrower which has not already had all of its stock pledged pursuant to the US Pledge Agreement (other than to secure the Obligations of any Excluded Entity (as defined in the US Pledge Agreement)) Borrower 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)Borrower, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of the US Pledge Security Agreement to secure the Obligations of the US Borrowers and of such Foreign Subsidiary under the US Borrowers/Subsidiaries Guaranty Borrower 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 BorrowersGuaranty, in any such case could reasonably be expected to cause the (I) any 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 's United States parent for Federal income tax purposespurposes or (II) other materially adverse Federal income tax consequences to the Credit Parties, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s '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 Borrower shall be promptly pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the US Pledge AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall promptly execute and deliver the US Security Agreement and Pledge Agreement (or another security agreement or pledge agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, 's assets and securing the Obligations of the US Borrowers Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement entered into with a Secured Creditor and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall promptly execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement entered into with a Secured Creditor, in each case to the extent that the entering into of the US Security Agreement, the Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 8.11 to be in form and substance reasonably satisfactory to the Administrative Agent.

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 the Borrower 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 mutually satisfactory to the Administrative AgentAgent and the Borrower, with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party of the Borrower 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)vote, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of the US Pledge Security 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 BorrowersGuaranty, in any such case could reasonably be expected to cause the (I) any 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 's United States parent for Federal income tax purposespurposes or (II) other Federal income tax consequences to the Credit Parties having a Material Adverse Effect, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s '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 AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall execute and deliver the US Security Agreement and Pledge Agreement (or another security agreement or pledge agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, 's assets and securing the Obligations of the US Borrowers Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of the US Pledge such Security Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 8.12 to be in form and substance reasonably satisfactory to the Administrative Agent.

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 the Company reasonably acceptable to the Administrative Agent and the Required Banks does not within 30 days after a request from the Administrative Agent or the Required Lenders Banks deliver a written opinion or other evidence, in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Banks, 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 to secure all of any Excluded Entity the Obligations (as defined in the US Pledge Agreement)) that (i) a pledge (x) 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 or (y) of the US Credit Parties (as opposed any promissory note issued by such Foreign Subsidiary to the Obligations Company or any of a Foreign Credit Party, including, for this purpose, any guaranty of such Obligations by a US Credit Party)its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a pledge agreement in 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 BorrowersSubsidiary Guaranty, in any such case could reasonably be expected to would 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 's United States parent for Federal income tax purposes, then, except during a Collateral Release Period, then (AI) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary Subsidiary, in each case to the extent owned by a Credit Party and not theretofore pledged pursuant to the US Pledge Agreement to secure all of the Obligations of (as defined in the US Credit Parties Pledge Agreement), shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the US Pledge AgreementAgreement (or another pledge agreement in substantially similar form, if needed), (BII) 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 modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly stock, other equity interests and promissory notes owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers Company under the Credit Documents and, in the event the US Borrowers/Subsidiaries Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (CIII) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersCompany under the Credit Documents, in each case to the extent that the entering into of the US Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) Subsidiary Guaranty, as the case may be, is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 8.14 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and/or the Required Banks.

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 pronounce ments issued or promulgated thereunder, counsel for Silgan the Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders Banks deliver a written opinion or other evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and the Borrower, 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)vote, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement substantially in sub stantially the form of the US Pledge Security 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 BorrowersSubsidiary Guaranty, in any such case could reasonably be expected to cause (I) the undistributed earnings of such Foreign Subsidiary as determined for US Federal United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal United States federal income tax purposespurposes which would not be substantially offset by a foreign tax credit or other similar benefit of such United States parent or (II) other material adverse United States federal income tax consequences to the Credit Parties, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock so issued by such Foreign Subsidiary not theretofore pledged pursuant pur- suant 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 AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and 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 Security Agreement (or another pledge security agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, 's assets and securing the Obligations of the US Borrowers Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/Subsidiaries Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agreement, in each case to the extent that the entering into of the US Pledge such Security Agreement or the US Borrowers/Subsidiaries Subsidiary Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 7.13 to be in form and substance reasonably satisfactory to the Administrative Agent.

Foreign Subsidiaries Security. If If, following a change in the relevant sections of the Internal Revenue Code or the regulations, rules, revenue rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for Silgan reasonably the Company and the Permitted Borrowers acceptable to the Administrative Agent Required Lenders 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 mutually satisfactory to the Administrative AgentRequired Lenders and the Company, that, with respect to any each Significant Foreign Subsidiary whose entire share capital, to the extent owned, directly owned or indirectly, by Silgan or another US Credit Party which the Company has not already had all been encumbered in favor of its stock pledged pursuant to the US Pledge Agreement Lenders (other than of any Excluded Entity (as defined in the US Pledge Agreement)) that (ia) a pledge of 66-2/32/3 % 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 and (as opposed to the Obligations of a Foreign Credit Party, including, for this purpose, any guaranty of such Obligations by a US Credit Party), (iib) 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 Domestic Guaranty guaranteeing the Obligations of the US Borrowersby such Significant Foreign Subsidiary, in any either such case could reasonably be expected to would cause the undistributed earnings of such Significant Foreign Subsidiary as determined for US Federal income tax purposes to be treated as a deemed dividend to such Significant Foreign Subsidiary’s 's United States parent for Federal income tax purposes, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (ia) above, that portion of such Significant Foreign Subsidiary’s 's outstanding capital stock so issued by such Significant Foreign Subsidiary not theretofore pledged pursuant to the US a 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 Lenders 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 modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers ) and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iiib) above, such Significant Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Domestic Guaranty (or another guaranty in substantially similar the same form, if needed), guaranteeing the Obligations of the US Borrowers, in each case to the extent that the entering into of the US a Pledge Agreement or the US Borrowers/Subsidiaries such Guaranty (or substantially similar documents) is permitted by under the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all such documents delivered pursuant to this Section 8.10 to 7.17 shall be in form and substance reasonably satisfactory to the Administrative AgentRequired Lenders.

Foreign Subsidiaries Security. If 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 Borrower 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 of the Borrower 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 that (i) a pledge of 66-2/365% 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), vote, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in 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 Security Agreement, 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 BorrowersGuaranty, in any such case could reasonably be expected to cause the (I) any 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 's United States parent for Federal income tax purposespurposes or (II) other Federal income tax consequences to the Credit Parties having a Material Adverse Effect, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s '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 promptly pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the US Pledge AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall promptly execute and deliver the US Security Agreement and Pledge Agreement (or another security agreement or pledge agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, 's assets and securing the Obligations of the US Borrowers Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall promptly execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of the US Security Agreement, Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 8.13 to be in form and substance reasonably satisfactory to the Administrative Agent.

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 the Borrower reasonably acceptable to the Administrative Agent does not within 30 60 days after a written 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, the Required Lenders and the Borrower, 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)vote, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of the US Pledge Security 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 BorrowersGuaranty, in any such case could reasonably be expected to would 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 's United States parent for Federal income tax purposes, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s '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 AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and 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 Security Agreement (or another pledge security agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, 's assets and securing the Obligations of the US Borrowers under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of the US Pledge such Security Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 8.12 to be in form and substance reasonably satisfactory to the Administrative Agent.

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 the Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders Banks deliver a written opinion or other evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and the Borrower, with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party all of the capital stock of which has not already had all of its stock been 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 -52- 54 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)vote, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of the US Pledge Security 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 BorrowersGuaranty, in any such case case, could reasonably be expected to cause the (I) any 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 's United States parent for Federal income tax purposespurposes or (II) other Federal income tax consequences to the Credit Parties having an adverse effect in any material respect on the business, thenoperations, except during a Collateral Release Periodproperty, assets, liabilities or condition (Afinancial or otherwise) of the Borrower or any of its Subsidiaries, then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock so issued owned by such Foreign Subsidiary a Credit Party and 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 AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (if same constitutes a Wholly-Owned Subsidiary) shall execute and deliver the US Security Agreement and Pledge Agreement (or another security agreement or pledge agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, 's assets and securing the Obligations of the US Borrowers Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary (if same constitutes a Wholly-Owned Subsidiary) shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case case, to the extent that the entering into of the US Security Agreement, the Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 8.14 to be in form and substance reasonably satisfactory to the Administrative Agent.

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 the Borrower 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 mutually satisfactory to the Administrative AgentAgent and the Borrower, with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party of the Borrower which has not already had all of its stock Equity Interests pledged pursuant to the US Pledge Agreement (other than to secure all of any Excluded Entity the Obligations (as defined in the US Pledge Agreement)) that (i) a pledge of 66-66 2/3% or more of the total combined voting power of all classes of capital stock Equity Interests 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)vote, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of the US Pledge Agreement to secure Security Agreement, (iii) the Obligations of the US Borrowers and of entering into by such Foreign Subsidiary under of a pledge agreement in substantially the US Borrowers/Subsidiaries Guaranty form of the Pledge Agreement and (iiiiv) 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 BorrowersGuaranty, in any such case could reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for US U.S. Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for U.S. Federal income tax purposes, then, except during a Collateral Release Period, (A) 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 Equity Interests so issued by such Foreign Subsidiary Subsidiary, in each case not theretofore pledged pursuant to the US Pledge Agreement to secure all of the Obligations of (as defined in the US Credit Parties Pledge Agreement), shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the US Pledge AgreementAgreement (or another pledge agreement in substantially similar form, (B) 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 US Security Agreement (or another security agreement in substantially similar form, if needed) or the Pledge Agreement (or another pledge agreement in substantially similar form, if needed), including by amending or otherwise modifying as the comparable Foreign Security Document)case may be, granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock assets or the capital stock directly Equity Interests and promissory notes, in each case, owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations obligations of the US Borrowers Borrower under the Credit Documents and under any Interest Rate Protection Agreement entitled to the benefits of such Security Documents and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iiiiv) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agreement entitled to the benefits of such Subsidiaries Guaranty, in each case to the extent that the entering into of such Security Agreement, the US Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documentsdocument) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 9.16 to be in form and substance reasonably satisfactory to the Administrative Agent and/or the Collateral Agent.

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 the US Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders Banks deliver a written opinion or other evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and the US Borrower, 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)vote, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of the US Pledge Security Agreement to secure securing the Obligations obligations of the US Borrowers and Borrower or of such Foreign Subsidiary under the US Borrowers/Subsidiaries Subsidiary Guaranty and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the US Borrowers/Subsidiaries Subsidiary Guaranty guaranteeing the Obligations obligations of the US BorrowersBorrower, in any such case could reasonably be expected to cause (I) the undistributed earnings of such Foreign Subsidiary as determined for US Federal United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal United States federal income tax purposespurposes which would not be substantially offset by a foreign tax credit or other similar benefit of such United States parent or (II) other material adverse United States federal income tax consequences to the Credit Parties, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s '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 AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall execute and deliver the US Security Agreement (or another security agreement in substantially similar form, if needed) and the US Pledge Agreement (or another pledge agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, 's assets and securing the Obligations of the US Borrowers Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/Subsidiaries Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of the US Pledge Agreement respective security documents or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) guaranty is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 7.12 to be in form and substance reasonably satisfactory to the Administrative Agent.

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 the Borrower 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 mutually satisfactory to the Administrative AgentAgent and the Borrower, with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party of the Borrower which has not already had all of its stock Equity Interests pledged pursuant to the US Pledge Agreement (other than to secure all of any Excluded Entity the Obligations (as defined in the US Pledge Agreement)) that (i) a pledge of more than 66-2/3% or more of the total combined voting power of all classes of capital stock Equity Interests 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)vote, (ii) the entering into by such Foreign Subsidiary of a pledge agreement in 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 Agreement, (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the US Borrowers/Subsidiaries Guaranty guaranteeing and (iv) the Obligations entering into by such Foreign Subsidiary of a security agreement in substantially the form of the US BorrowersSecurity Agreement, 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) 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 Equity Interests so issued by such Foreign Subsidiary Subsidiary, in each case not theretofore pledged pursuant to the US Pledge Agreement to secure all of the Obligations of (as defined in the US Credit Parties Pledge Agreement), shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the US Pledge AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and in the case of a failure to deliver the evidence described in clause (ii) or (iv) above, such Foreign Subsidiary shall execute and deliver the US Pledge Agreement (or another pledge agreement in substantially similar form, if needed) or the Security Agreement (or another security agreement in substantially similar form, including by amending or otherwise modifying if needed), as the comparable Foreign Security Document)case may be, granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly assets, promissory notes and Equity Interests owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations obligations of the US Borrowers Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of such Security Agreements, the US Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documentsdocument) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 9.14 to be in form and substance reasonably satisfactory to the Administrative Agent and/or the Collateral Agent.

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 the Borrowers reasonably acceptable to the Administrative Agent does not within 30 60 days after a request from the Administrative Agent or the Required Lenders deliver a written opinion or other evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and the Administrative Borrower, with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party of any Borrower which has not already had all of its stock Equity Interests pledged pursuant to the US Pledge Agreement (other than to secure all of any Excluded Entity the Obligations (as defined in the US Pledge Agreement)) that (i) a pledge of 66-2/3% or more than 66⅔% of the total combined voting power of all classes of capital stock Equity Interests 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)vote, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of the US Pledge Agreement to secure Security Agreement, (iii) the Obligations of the US Borrowers and of entering into by such Foreign Subsidiary under of a pledge agreement in substantially the US Borrowers/Subsidiaries Guaranty and form of the Pledge Agreement or (iiiiv) 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 BorrowersGuaranty, in any such case could reasonably be expected to (x) cause the undistributed earnings of such Foreign Subsidiary as determined for US Federal federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal federal income tax purposespurposes or (y) otherwise subject any Borrower or such Foreign Subsidiary to material adverse tax consequences, then, except during a Collateral Release Period, (A) 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 Equity Interests so issued by such Foreign Subsidiary Subsidiary, in each case not theretofore pledged pursuant to the US Pledge Agreement to secure all of the Obligations of (as defined in the US Credit Parties Pledge Agreement), shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the US Pledge AgreementAgreement (or another pledge agreement in substantially similar form, (B) 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 US Security Agreement (or another security agreement in substantially similar form, if needed) or the Pledge Agreement (or another pledge agreement in substantially similar form, if needed), including by amending or otherwise modifying as the comparable Foreign Security Document)case may be, granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock assets or the capital stock directly Equity Interests and promissory notes owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations obligations of the US Borrowers under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iiiiv) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations obligations of the US BorrowersBorrowers under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of such Security Agreement, the US Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documentsdocument) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 10.17 to be in form and substance reasonably satisfactory to the Administrative Agent and/or the Collateral Agent.

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 the Borrower 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 mutually satisfactory to the Administrative AgentAgent and the Borrower, with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party (and in the case of clause (i) below, any Foreign Unrestricted Subsidiary) of the Borrower which has not already had all of its stock Equity Interests pledged pursuant to the US U.S. Pledge Agreement, the Quebec Pledge Agreement (other than or the Mexican Pledge Agreement, as applicable, to secure all of any Excluded Entity the Obligations (as defined in the US respective Pledge Agreement)) that (i) a pledge of more than 66-2/3% or more of the total combined voting power of all classes of capital stock Equity Interests of such Foreign Subsidiary (or Foreign Unrestricted 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)vote, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of the US Pledge Agreement to secure Security Agreement, (iii) the Obligations of the US Borrowers and of entering into by such Foreign Subsidiary under of a pledge agreement in substantially the US Borrowers/Subsidiaries Guaranty form of the U.S. Pledge Agreement and (iiiiv) 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 BorrowersGuaranty, in any such case could reasonably be expected to cause (I) the undistributed earnings of such Foreign Subsidiary (or Foreign Unrestricted Subsidiary) as determined for US Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's (or Foreign Unrestricted Subsidiary's) United States parent for Federal income tax purposespurposes or (II) other material adverse Federal income tax consequences to the Credit Parties, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's (or Foreign Unrestricted Subsidiary's, as the case may be) outstanding capital stock Equity Interests so issued by such Foreign Subsidiary (or Foreign Unrestricted Subsidiary, as the case may be), in each case not theretofore pledged pursuant to a U.S. Pledge Agreement, the US Quebec Pledge Agreement or the Mexican Pledge Agreement, as applicable, to secure all of the Obligations of (as defined in the US Credit Parties respective Pledge Agreement), shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the US U.S. Pledge Agreement, the Quebec Pledge Agreement or the Mexican Pledge Agreement, as applicable (B) 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 (to the extent same is a Wholly-Owned Foreign Subsidiary) shall execute and deliver the US Security Agreement (or another security agreement in substantially similar form, if needed) or the U.S. Pledge Agreement (or another pledge agreement in substantially similar form, if needed), including by amending or otherwise modifying as the comparable Foreign Security Document)case may be, granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock 's assets or the capital stock directly Equity Interests and promissory notes owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations obligations of the US Borrowers Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iiiiv) above, such Foreign Subsidiary (to the extent same is a Wholly-Owned Foreign Subsidiary) shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of such Security Agreement, the US U.S. Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documentsdocument) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 8.12 to be in form and substance reasonably satisfactory to the Administrative Agent and/or the Collateral Agent.

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 the Borrower 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 mutually satisfactory to the Administrative AgentAgent and the Borrower, with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party (and in the case of clause (i) below, any Foreign Unrestricted Subsidiary) of the Borrower which has not already had all of its stock Equity Interests pledged pursuant to the US a Pledge Agreement (other than of any Excluded Entity (as defined in the US Pledge Agreement)) that (i) a pledge of more than 66-2/3% or more of the total combined voting power of all classes of capital stock Equity Interests of such Foreign Subsidiary (or Foreign Unrestricted 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)vote, (ii) the entering into by such Foreign Subsidiary of a pledge security agreement in substantially in the form of the US Pledge Agreement to secure Security Agreement, (iii) the Obligations of the US Borrowers and of entering into by such Foreign Subsidiary under of a pledge agreement in substantially the US Borrowers/Subsidiaries Guaranty form of the U.S. Pledge Agreement and (iiiiv) 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 BorrowersGuaranty, in any such case could reasonably be expected to cause (I) the undistributed earnings of such Foreign Subsidiary (or Foreign Unrestricted Subsidiary) as determined for US Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's (or Foreign Unrestricted Subsidiary's) United States parent for Federal income tax purposespurposes or (II) other material adverse Federal income tax consequences to the Credit Parties, then, except during a Collateral Release Period, (A) then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's (or Foreign Unrestricted Subsidiary's, as the case may be) outstanding capital stock Equity Interests so issued by such Foreign Subsidiary (or Foreign Unrestricted Subsidiary, as the case may be), in each case not theretofore pledged pursuant to the US a 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 a Pledge AgreementAgreement (or another pledge agreement in substantially similar form, (B) if needed), and in the case of a failure to deliver the evidence described in clause (ii) or (iii) above, such Foreign Subsidiary (to the extent same is a Wholly-Owned Foreign Subsidiary) shall execute and deliver the US Security Agreement (or another security agreement in substantially similar form, if needed) or the U.S. Pledge Agreement (or another pledge agreement in substantially similar form, if needed), including by amending or otherwise modifying as the comparable Foreign Security Document)case may be, granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock 's assets or the capital stock directly Equity Interests and promissory notes owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations obligations of the US Borrowers Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iiiiv) above, such Foreign Subsidiary (to the extent same is a Wholly-Owned Foreign Subsidiary) shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations obligations of the US BorrowersBorrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of such Security Agreement, the US U.S. Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documentsdocument) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 8.12 to be in form and substance reasonably satisfactory to the Administrative Agent and/or the Collateral Agent.