Common use of Limitation on Restrictions on Subsidiary Dividends and Other Distributions Clause in Contracts

Limitation on Restrictions on Subsidiary Dividends and Other Distributions. None of the Borrowers will, nor will it permit any of its Material Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Material Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by such Borrower or any Subsidiary of such Borrower, or pay any Indebtedness owed to such Borrower or a Subsidiary of such Borrower, (b) make loans or advances to such Borrower or (c) transfer any of its properties or assets to such Borrower, except for such encumbrances or restrictions existing under or by reason of (i) Applicable Law, (ii) this Agreement and the other Credit Documents, (iii) the Senior Notes Documents or any Additional Permitted Silgan Indebtedness Documents (so long as such restrictions are no more restrictive in any material respect than those set forth in the Senior Notes Documents (as in effect on the Effective Date)) or the documentation for any Incremental Equivalent Indebtedness (so long as such restrictions are no more restrictive in any material respect than those set forth in this Agreement), (iv) customary provisions restricting subletting or assignment of any lease or other contract of such Borrower or a Subsidiary of such Borrower, (v) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01, (vi) restrictions on the Receivables Subsidiary to the extent set forth in the Accounts Receivable Facility Documents, (vii) agreements with principal customers of Silgan and its Subsidiaries restricting the transfer of assets substantially dedicated to products sold to such customers, (viii) customary restrictions imposed by any agreement or instrument governing Indebtedness of any Foreign Subsidiary incurred under Section 9.04(xvii) so long as (A) such restrictions are not applicable to any Subsidiary of Silgan other than the Foreign Subsidiary incurring such Indebtedness and its Foreign Subsidiaries and (B) Silgan has made a good faith determination that the imposition of such restrictions could not reasonably be expected to cause Silgan or any of its other Subsidiaries to fail to comply with all of their respective obligations under agreements which they are a party to or subject to (including, but not limited to, the Credit Documents, the Senior Notes Documents and any Additional Permitted Indebtedness Documents), and (ix) restrictions only of the type described in clauses (a), (b) and (c) above in this Section 9.11 which are imposed on any Subsidiary of Silgan acquired pursuant to a Permitted Acquisition to the extent such restrictions are set forth in any Indebtedness assumed in connection with such Permitted Acquisition so long as such restrictions are not applicable to any Subsidiary of Silgan other than the Subsidiary being acquired and such restrictions were not created or imposed in connection with or in contemplation of such Permitted Acquisition.

Limitation on Restrictions on Subsidiary Dividends and Other Distributions. None of the Borrowers will, nor will it permit any of its Material Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Material Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by such Borrower or any Subsidiary of such Borrower, or pay any Indebtedness owed to such Borrower or a Subsidiary of such Borrower, (b) make loans or advances to such Borrower or (c) transfer any of its properties or assets to such Borrower, except for such encumbrances or restrictions existing under or by reason of (i) Applicable Law, (ii) this Agreement and the other Credit Documents, (iii) the Senior Notes Documents or any Additional Permitted Silgan Indebtedness Documents (so long as such restrictions are no more restrictive in any material respect than those set forth in the Senior Notes Documents (as in effect on the Effective Date)) or the documentation for any Incremental Equivalent Indebtedness (so long as such restrictions are no more restrictive in any material respect than those set forth in this Agreement), (iv) customary provisions restricting subletting or assignment of any lease or other contract of such Borrower or a Subsidiary of such Borrower, (v) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01, (vi) restrictions on the Receivables Subsidiary to the extent set forth in the Accounts Receivable Facility Documents, (vii) agreements with principal customers of Silgan and its Subsidiaries restricting the transfer of assets substantially dedicated to products sold to such customers, (viii) customary restrictions imposed by any agreement or instrument governing Indebtedness of any Foreign Subsidiary incurred under Section 9.04(xvii) so long as (A) such restrictions are not applicable to any Subsidiary of Silgan other than the Foreign Subsidiary incurring such Indebtedness and its Foreign Subsidiaries and (B) Silgan has made a good faith determination that the imposition of such restrictions could not reasonably be expected to cause Silgan or any of its other Subsidiaries to fail to comply with all of their respective obligations under agreements which they are a party to or subject to (including, but not limited to, the Credit Documents, the Senior Notes Documents and any Additional Permitted Indebtedness Documents), and (ix) restrictions only of the type described in clauses (a), (b) and (c) above in this Section 9.11 which are imposed on any Subsidiary of Silgan acquired pursuant to a Permitted Acquisition to the extent such restrictions are set forth in any Indebtedness assumed in connection with such Permitted Acquisition so long as such restrictions are not applicable to any Subsidiary of Silgan other than the Subsidiary being acquired and such restrictions were not created or imposed in connection with or in contemplation of such Permitted Acquisition.

Limitation on Restrictions on Subsidiary Dividends and Other Distributions. None of the Borrowers will, nor will it permit any of its Material Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Material Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by such Borrower or any Subsidiary of such Borrower, or pay any Indebtedness owed to such Borrower or a Subsidiary of such Borrower, (b) make loans or advances to such Borrower or (c) transfer any of its properties or assets to such Borrower, except for such encumbrances or restrictions existing under or by reason of (i) Applicable Lawapplicable law, (ii) this Agreement and the other Credit Documents, (iii) the Subordinated Exchange Debenture Documents, the 9% Senior Notes Subordinated Debenture Documents or any Additional Permitted Silgan Refinancing Subordinated Indebtedness Documents (so long as such restrictions are no more restrictive in any material respect than those set forth in the 9% Senior Notes Documents (as in effect on the Effective Date)) or the documentation for any Incremental Equivalent Indebtedness (so long as such restrictions are no more restrictive in any material respect than those set forth in this AgreementSubordinated Debenture Documents), (iv) customary provisions restricting subletting or assignment of any lease or other contract of such Borrower or a Subsidiary of such Borrower, (v) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.018.01, (vi) restrictions on the Receivables Subsidiary to the extent set forth in the Accounts Receivable Facility Documents, (vii) agreements with principal customers of Silgan and its Subsidiaries restricting the transfer of assets substantially dedicated to products sold to such customerscustomers (although such restrictions shall not apply to the granting of Liens pursuant to the Security Documents), (viii) customary restrictions imposed by any agreement or instrument governing Indebtedness of any Foreign Subsidiary incurred under Section 9.04(xvii) so long as (A) such restrictions are not applicable to any Subsidiary of Silgan other than the Foreign Subsidiary incurring such Indebtedness on Canadian Holdco and its Foreign Subsidiaries and (B) Silgan has made a good faith determination that pursuant to the imposition of such restrictions could not reasonably be expected to cause Silgan or any of its other Subsidiaries to fail to comply with all of their respective obligations under agreements which they are a party to or subject to (including, but not limited to, the Canadian Credit Documents, the Senior Notes Documents and any Additional Permitted Indebtedness Documents), Facility and (ix) restrictions only of the type described in clauses (a), (b) and (c) above in this Section 9.11 8.12 which are imposed on any Subsidiary of Silgan acquired pursuant to a Permitted Acquisition to the extent such restrictions are set forth in any Indebtedness assumed in connection with such Permitted Acquisition so long as such restrictions are not applicable to any Subsidiary of Silgan other than the Subsidiary being acquired and such restrictions were not created or imposed in connection with or in contemplation of such Permitted Acquisition.

Limitation on Restrictions on Subsidiary Dividends and Other Distributions. None of the Borrowers willThe Borrower will not, nor and will it not permit any of its Material Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Material Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by such the Borrower or any Subsidiary of such BorrowerSubsidiary, or pay any Indebtedness Debt owed to such the Borrower or a Subsidiary of such Borrowerany Subsidiary, (b) make loans or advances to such the Borrower or any Subsidiary or (c) transfer any of its properties or assets to such Borrowerthe Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of of (i) Applicable Lawapplicable law, agreements with foreign governments with respect to assets located in their jurisdiction, or condemnation or eminent domain proceedings, (ii) this Agreement and any of the other Credit Financing Documents, , (iii) the Senior Notes Documents or any Additional Permitted Silgan Indebtedness Documents (so long as such restrictions are no more restrictive in any material respect than those set forth in the Senior Notes Documents (as in effect on the Effective Date)) or the documentation for any Incremental Equivalent Indebtedness (so long as such restrictions are no more restrictive in any material respect than those set forth in this Agreement), (ivA) customary provisions restricting subletting or assignment of any lease or other contract governing a leasehold interest of such the Borrower or a Subsidiary of such BorrowerSubsidiary, or (vB) customary restrictions imposed on the transfer of copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any asset subject to a Lien permitted by Section 9.01rights thereunder, (iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on the Effective Date, (v) provisions contained in documents evidencing or governing any Permitted Receivables Transaction, (vi) restrictions on the Receivables Subsidiary to the extent set forth provisions contained in the Accounts Receivable Facility Documents, (vii) instruments evidencing or governing Debt or other obligations or agreements with principal customers of Silgan and its Subsidiaries restricting the transfer of assets substantially dedicated to products sold to such customers, (viii) customary restrictions imposed by any agreement or instrument governing Indebtedness of any Foreign Subsidiary incurred under Section 9.04(xvii) so long as Person, in each case, at the time such Person (A) such restrictions are not applicable to shall be merged or consolidated with or into the Borrower or any Subsidiary of Silgan other than the Foreign Subsidiary incurring such Indebtedness and its Foreign Subsidiaries and Subsidiary, (B) Silgan has made a good faith determination that the imposition shall sell, transfer, assign, lease or otherwise dispose of all or substantially all of such restrictions could not reasonably be expected Person's assets to cause Silgan the Borrower or any a Subsidiary, or (C) otherwise becomes a Subsidiary, provided that in the case of its other Subsidiaries to fail to comply with all of their respective obligations under agreements which they are a party to or subject to clause (including, but not limited to, the Credit Documents, the Senior Notes Documents and any Additional Permitted Indebtedness Documents), and (ix) restrictions only of the type described in clauses (aA), (bB) and or (c) above in this Section 9.11 which are imposed on any Subsidiary of Silgan acquired pursuant to a Permitted Acquisition to the extent C), such restrictions are set forth in any Indebtedness assumed in connection with such Permitted Acquisition so long as such restrictions are not applicable to any Subsidiary of Silgan other than the Subsidiary being acquired and such restrictions were not created Debt, obligation or imposed in connection with or in contemplation of such Permitted Acquisition.agreement was not

Limitation on Restrictions on Subsidiary Dividends and Other Distributions. None of the Borrowers will, nor will it permit any of its Material Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Material Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by such Borrower or any Subsidiary of such Borrower, or pay any Indebtedness owed to such Borrower or a Subsidiary of such Borrower, (b) make loans or advances to such Borrower or (c) transfer any of its properties or assets to such Borrower, except for such encumbrances or restrictions existing under or by reason of (i) Applicable Lawapplicable law, (ii) this Agreement and the other Credit Documents, (iii) the 9% Senior Notes Subordinated Debenture Documents or any Additional other Permitted Silgan Subordinated Indebtedness Documents (so long as such restrictions are no more restrictive in any material respect than those set forth in the 9% Senior Notes Documents (as in effect on the Effective Date)) or the documentation for any Incremental Equivalent Indebtedness (so long as such restrictions are no more restrictive in any material respect than those set forth in this AgreementSubordinated Debenture Documents), (iv) customary provisions restricting subletting or assignment of any lease or other contract of such Borrower or a Subsidiary of such Borrower, (v) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.018.01, (vi) restrictions on the Receivables Subsidiary to the extent set forth in the Accounts Receivable Facility Documents, (vii) agreements with principal customers of Silgan and its Subsidiaries restricting the transfer of assets substantially dedicated to products sold to such customerscustomers (although such restrictions shall not apply to the granting of Liens pursuant to the Security Documents), (viii) restrictions imposed on Canadian Holdco and its Subsidiaries pursuant to the Canadian Credit Facility, (ix) customary restrictions imposed by any agreement or instrument governing Indebtedness of any Foreign Subsidiary incurred under Section 9.04(xvii8.04(xviii) so long as (A) such restrictions are not applicable to any Subsidiary of Silgan other than the Foreign Subsidiary incurring such Indebtedness and its Foreign Subsidiaries and (B) Silgan has made a good faith determination that the imposition of such restrictions could not reasonably be expected to cause Silgan or any of its other Subsidiaries to fail to comply with all of their respective obligations under agreements which they are a party to or subject to (including, but not limited to, the Credit Documents, the Senior Notes Documents and any Additional the Permitted Subordinated Indebtedness Documents), and (ixx) restrictions only of the type described in clauses (a), (b) and (c) above in this Section 9.11 8.12 which are imposed on any Subsidiary of Silgan acquired pursuant to a Permitted Acquisition to the extent such restrictions are set forth in any Indebtedness assumed in connection with such Permitted Acquisition so long as such restrictions are not applicable to any Subsidiary of Silgan other than the Subsidiary being acquired and such restrictions were not created or imposed in connection with or in contemplation of such Permitted Acquisition.

Limitation on Restrictions on Subsidiary Dividends and Other Distributions. None of the Borrowers will, nor will it permit any of its Material Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Material Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by such Borrower or any Subsidiary of such Borrower, or pay any Indebtedness owed to such Borrower or a Subsidiary of such Borrower, (b) make loans or advances to such Borrower or (c) transfer any of its properties or assets to such Borrower, except for such encumbrances or restrictions existing under or by reason of (i) Applicable Lawapplicable law, (ii) this Agreement and the other Credit Documents, (iii) the 6-3/4% Senior Notes Subordinated Debenture Documents or any Additional Permitted Silgan Indebtedness Documents (so long as such restrictions are no more restrictive in any material respect than those set forth in the 6-3/4% Senior Notes Documents (as in effect on the Effective Date)) or the documentation for any Incremental Equivalent Indebtedness (so long as such restrictions are no more restrictive in any material respect than those set forth in this AgreementSubordinated Debenture Documents), (iv) customary provisions restricting subletting or assignment of any lease or other contract of such Borrower or a Subsidiary of such Borrower, (v) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.018.01, (vi) restrictions on the Receivables Subsidiary to the extent set forth in the Accounts Receivable Facility Documents, (vii) agreements with principal customers of Silgan and its Subsidiaries restricting the transfer of assets substantially dedicated to products sold to such customerscustomers (although such restrictions shall not apply to the granting of Liens pursuant to the Security Documents), (viii) restrictions imposed on Canadian Holdco and its Subsidiaries pursuant to the Canadian Credit Facility, (ix) customary restrictions imposed by any agreement or instrument governing Indebtedness of any Foreign Subsidiary incurred under Section 9.04(xvii8.04(xviii) so long as (A) such restrictions are not applicable to any Subsidiary of Silgan other than the Foreign Subsidiary incurring such Indebtedness and its Foreign Subsidiaries and (B) Silgan has made a good faith determination that the imposition of such restrictions could not reasonably be expected to cause Silgan or any of its other Subsidiaries to fail to comply with all of their respective obligations under agreements which they are a party to or subject to (including, but not limited to, the Credit Documents, the 6-3/4% Senior Notes Subordinated Debenture Documents and any Additional Permitted Indebtedness Documents), and (ixx) restrictions only of the type described in clauses (a), (b) and (c) above in this Section 9.11 8.12 which are imposed on any Subsidiary of Silgan acquired pursuant to a Permitted Acquisition to the extent such restrictions are set forth in any Indebtedness assumed in connection with such Permitted Acquisition so long as such restrictions are not applicable to any Subsidiary of Silgan other than the Subsidiary being acquired and such restrictions were not created or imposed in connection with or in contemplation of such Permitted Acquisition.

Limitation on Restrictions on Subsidiary Dividends and Other Distributions. None of the Borrowers willThe Guarantor will not, nor and will it not permit any of its Material Subsidiaries Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Material Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by such Borrower the Guarantor or any Subsidiary of such BorrowerRestricted Subsidiary, or pay any Indebtedness Debt owed to such Borrower the Guarantor or a Subsidiary of such Borrowerany Restricted Subsidiary, (b) make loans or advances to such Borrower the Guarantor or any Restricted Subsidiary or (c) transfer any of its properties or assets to such Borrowerthe Guarantor or any Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of of (i) Applicable Lawapplicable law, agreements with foreign governments with respect to assets located in their jurisdiction, or condemnation or eminent domain proceedings, (ii) this Agreement and any of the other Credit Financing Documents, , (iii) the Senior Notes Documents or any Additional Permitted Silgan Indebtedness Documents (so long as such restrictions are no more restrictive in any material respect than those set forth in the Senior Notes Documents (as in effect on the Effective Date)) or the documentation for any Incremental Equivalent Indebtedness (so long as such restrictions are no more restrictive in any material respect than those set forth in this Agreement), (iv) customary A)customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Guarantor or a Restricted Subsidiary, or (B) customary restrictions imposed on the transfer of copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder, (iv) provisions contained in the instruments evidencing or governing Debt or other contract obligations or agreements, in each case existing on February 7, 2001, (v) provisions contained in documents evidencing or governing any Permitted Receivables Transaction, (vi) provisions contained in instruments evidencing or governing Debt or other obligations or agreements of any Person, in each case, at the time such Person (A) shall be merged or consolidated with or into the Guarantor or any Restricted Subsidiary, (B) shall sell, transfer, assign, lease or otherwise dispose of all or substantially all of such Borrower Person's assets to the Guarantor or a Subsidiary Restricted Subsidiary, or (C) otherwise becomes a Restricted Subsidiary, PROVIDED that in the case of clause (A), (B) or (C), such Debt, obligation or agreement was not incurred or entered into, or any such provisions adopted, in contemplation of such Borrowertransaction, (vii) provisions contained in instruments amending, restating, supplementing, extending, renewing, refunding, refinancing, replacing or otherwise modifying, in whole or in part (collectively, "REFINANCING"), instruments referred to in clauses (ii), (viv) and (vi) of this Section 5.07, so long as such provisions are, in the good faith determination of the Guarantor's board of directors, not materially more restrictive than those contained in the respective instruments so Refinanced, (viii) provisions contained in any instrument evidencing or governing Debt or other obligations of a Subsidiary Guarantor, (ix) any encumbrances and restrictions with respect to a Restricted Subsidiary imposed in connection with an agreement which has been entered into for the sale or disposition of such Restricted Subsidiary or its assets, PROVIDED such sale or disposition otherwise complies with this Agreement, (x) the subordination (pursuant to its terms) in right and priority of payment of any Debt owed by any Restricted Subsidiary (the "INDEBTED SUBSIDIARY") to the Guarantor or any other Restricted Subsidiary, to any other Debt of such Indebted Subsidiary, PROVIDED (A) such Debt is permitted under this Agreement and (B) the Guarantor's board of directors has determined, in good faith, at the time of the creation of such encumbrance or restriction, that such encumbrance or restriction could not, based upon the facts and circumstances in existence at the time, reasonably be expected to have a Material Adverse Effect, (xi) provisions governing preferred stock issued by a Restricted Subsidiary, PROVIDED that such preferred stock is permitted under Section 5.08, and (xii) provisions contained in debt instruments, obligations or other agreements of any Restricted Subsidiary which are not otherwise permitted pursuant to clauses (i) through (xi) of this Section 5.07, PROVIDED that the aggregate investment of the Guarantor in all such Restricted Subsidiaries (determined in accordance with generally accepted accounting principles) shall at no time exceed the greater of (a) $300,000,000 or (b) 3% of Consolidated Tangible Assets. The provisions of this Section 5.07 shall not prohibit (x) Liens not prohibited by Section 5.10 or (y) restrictions on the transfer sale or other disposition of any asset subject to a Lien property securing Debt of any Restricted Subsidiary, provided such Debt is otherwise permitted by Section 9.01, (vi) restrictions on the Receivables Subsidiary to the extent set forth in the Accounts Receivable Facility Documents, (vii) agreements with principal customers of Silgan and its Subsidiaries restricting the transfer of assets substantially dedicated to products sold to such customers, (viii) customary restrictions imposed by any agreement or instrument governing Indebtedness of any Foreign Subsidiary incurred under Section 9.04(xvii) so long as (A) such restrictions are not applicable to any Subsidiary of Silgan other than the Foreign Subsidiary incurring such Indebtedness and its Foreign Subsidiaries and (B) Silgan has made a good faith determination that the imposition of such restrictions could not reasonably be expected to cause Silgan or any of its other Subsidiaries to fail to comply with all of their respective obligations under agreements which they are a party to or subject to (including, but not limited to, the Credit Documents, the Senior Notes Documents and any Additional Permitted Indebtedness Documents), and (ix) restrictions only of the type described in clauses (a), (b) and (c) above in this Section 9.11 which are imposed on any Subsidiary of Silgan acquired pursuant to a Permitted Acquisition to the extent such restrictions are set forth in any Indebtedness assumed in connection with such Permitted Acquisition so long as such restrictions are not applicable to any Subsidiary of Silgan other than the Subsidiary being acquired and such restrictions were not created or imposed in connection with or in contemplation of such Permitted AcquisitionAgreement.

Limitation on Restrictions on Subsidiary Dividends and Other Distributions. None of the Borrowers will, nor will it permit any of its Material Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Material Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by such Borrower or any Subsidiary of such Borrower, or pay any Indebtedness owed to such Borrower or a Subsidiary of such Borrower, (b) make loans or advances to such Borrower or (c) transfer any of its properties or assets to such Borrower, except for such encumbrances or restrictions existing under or by reason of (i) Applicable Lawapplicable law, (ii) this Agreement and the other Credit Documents, (iii) the 6 3/4% Senior Subordinated Debenture Documents, the Senior Notes Documents or any Additional Permitted Silgan Indebtedness Documents (so long as such restrictions are no more restrictive in any material respect than those set forth in the Senior Notes Documents (as in effect on the Effective Datedate hereof)) or the documentation for any Incremental Equivalent Indebtedness (so long as such restrictions are no more restrictive in any material respect than those set forth in this Agreement), (iv) customary provisions restricting subletting or assignment of any lease or other contract of such Borrower or a Subsidiary of such Borrower, (v) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.018.01, (vi) restrictions on the Receivables Subsidiary to the extent set forth in the Accounts Receivable Facility Documents, (vii) agreements with principal customers of Silgan and its Subsidiaries restricting the transfer of assets substantially dedicated to products sold to such customerscustomers (although such restrictions shall not apply to the granting of Liens pursuant to the Security Documents), (viii) customary restrictions imposed by any agreement or instrument governing Indebtedness of any Foreign Subsidiary incurred under Section 9.04(xvii8.04(xvii) so long as (A) such restrictions are not applicable to any Subsidiary of Silgan other than the Foreign Subsidiary incurring such Indebtedness and its Foreign Subsidiaries and (B) Silgan has made a good faith determination that the imposition of such restrictions could not reasonably be expected to cause Silgan or any of its other Subsidiaries to fail to comply with all of their respective obligations under agreements which they are a party to or subject to (including, but not limited to, the Credit Documents, the 6 3/ 4 Senior Notes Subordinated Debenture Documents and any Additional Permitted Indebtedness Documents), and (ix) restrictions only of the type described in clauses (a), (b) and (c) above in this Section 9.11 8.11 which are imposed on any Subsidiary of Silgan acquired pursuant to a Permitted Acquisition to the extent such restrictions are set forth in any Indebtedness assumed in connection with such Permitted Acquisition so long as such restrictions are not applicable to any Subsidiary of Silgan other than the Subsidiary being acquired and such restrictions were not created or imposed in connection with or in contemplation of such Permitted Acquisition.

Limitation on Restrictions on Subsidiary Dividends and Other Distributions. None of the Borrowers will, nor will it permit any of its Material Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Material Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by such Borrower or any Subsidiary of such Borrower, or pay any Indebtedness owed to such Borrower or a Subsidiary of such Borrower, (b) make loans or advances to such Borrower or (c) transfer any of its properties or assets to such Borrower, except for such encumbrances or restrictions existing under or by reason of (i) Applicable Lawapplicable law, (ii) this Agreement and the other Credit Documents, (iii) the Senior Notes Debt Documents or any Additional Permitted Silgan Indebtedness Documents (so long as such restrictions are no more restrictive in any material respect than those set forth in the Senior Notes Debt Documents (as in effect on the Effective Initial Borrowing Date)) or the documentation for any Incremental Equivalent Indebtedness (so long as such restrictions are no more restrictive in any material respect than those set forth in this Agreement), (iv) customary provisions restricting subletting or assignment of any lease or other contract of such Borrower or a Subsidiary of such Borrower, (v) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.018.01, (vi) restrictions on the Receivables Subsidiary to the extent set forth in the Accounts Receivable Facility Documents, (vii) agreements with principal customers of Silgan and its Subsidiaries restricting the transfer of assets substantially dedicated to products sold to such customerscustomers (although such restrictions shall not apply to the granting of Liens pursuant to the Security Documents), (viii) customary restrictions imposed by any agreement or instrument governing Indebtedness of any Foreign Subsidiary incurred under Section 9.04(xvii8.04(xvii) so long as (A) such restrictions are not applicable to any Subsidiary of Silgan other than the Foreign Subsidiary incurring such Indebtedness and its Foreign Subsidiaries and (B) Silgan has made a good faith determination that the imposition of such restrictions could not reasonably be expected to cause Silgan or any of its other Subsidiaries to fail to comply with all of their respective obligations under agreements which they are a party to or subject to (including, but not limited to, the Credit Documents, the Senior Notes Debt Documents and any Additional Permitted Indebtedness Documents), and (ix) restrictions only of the type described in clauses (a), (b) and (c) above in this Section 9.11 8.11 which are imposed on any Subsidiary of Silgan acquired pursuant to a Permitted Acquisition to the extent such restrictions are set forth in any Indebtedness assumed in connection with such Permitted Acquisition so long as such restrictions are not applicable to any Subsidiary of Silgan other than the Subsidiary being acquired and such restrictions were not created or imposed in connection with or in contemplation of such Permitted Acquisition.