Common use of Transactions with Affiliates and Unrestricted Subsidiaries Clause in Contracts

Transactions with Affiliates and Unrestricted Subsidiaries. None of the Borrowers will, nor will it permit any of its Subsidiaries to, enter into any transaction or series of related transactions, whether or not in the ordinary course of business, with any Affiliate or Unrestricted Subsidiary of such Borrower, other than on terms and conditions substantially as favorable to such Borrower or such Subsidiary as would be obtainable by such Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided that: (i) each of Silgan and its Domestic Subsidiaries and Unrestricted Subsidiaries may execute, deliver and perform their obligations under the Tax Sharing Agreement; provided, however, to the extent that any such Unrestricted Subsidiary is a party thereto, such Unrestricted Subsidiary shall be treated no more favorably thereunder than the manner in which any Domestic Subsidiary of Silgan is treated; (ii) transactions among Silgan and its Subsidiaries shall be permitted to the extent that such transactions are otherwise not restricted by the terms of this Agreement or any other Credit Document and so long as no minority shareholder in any such Subsidiary that is party to any such transaction is otherwise an Affiliate of Silgan; (iii) the payment of reasonable and customary regular fees and granting of options, restricted stock or any other equity based awards to directors of Silgan who are not employees of Silgan or any of its Subsidiaries shall be permitted; (iv) Silgan and its Subsidiaries may sell raw materials to Subsidiaries and Unrestricted Subsidiaries for cash and at a price or prices that are no less than the price or prices that Silgan or such Subsidiaries pay for such raw materials; (v) Silgan and its Subsidiaries may provide general corporate, administrative and/or management services to its Subsidiaries and Unrestricted Subsidiaries and, in each case, may receive compensation therefor; (vi) Canadian Holdco may provide general corporate, administrative and/or management services to Silgan Canada and may receive compensation therefor; (vii) Silgan and Plastics may enter into franchise agreements with Silgan Canada and may receive compensation therefor; (viii) Wholly-Owned Foreign Subsidiaries of Silgan may provide general corporate, administrative and/or management services to other Foreign Subsidiaries of Silgan and may receive compensation therefor; (ix) Silgan and its Wholly-Owned Domestic Subsidiaries may enter into franchise agreements and license agreements with Subsidiaries of Silgan and may receive compensation therefor; and (x) transactions among Silgan and its Subsidiaries in connection with a Restructuring Transaction shall be permitted. Notwithstanding anything to the contrary contained above, this Section 9.06 shall not prohibit (i) the transfer of any assets, the making of any Dividends or the making of any Investments permitted pursuant to Sections 9.02, 9.03, 9.04 and 9.05 or otherwise specifically permitted by the terms of this Agreement or (ii) transactions with Affiliates (A) approved by a majority of the disinterested members of the Board of Directors (or an authorized committee thereof) of Silgan or, to the extent that the value of such transaction is less than $50,000,000, by a majority of the Board of Directors (or an authorized committee thereof) of Silgan or (B) for which Silgan or its respective Subsidiary delivers to the Administrative Agent a written opinion of an unaffiliated nationally recognized investment banking firm stating that such transaction is fair to Silgan or such Subsidiary from a financial point of view; provided that if the value of any such transaction not otherwise permitted under clauses (i) through (vi) of the first paragraph of this Section 9.06 exceeds $100,000,000, then the foregoing determination must be made in the manner provided in clause (B) above.

Transactions with Affiliates and Unrestricted Subsidiaries. None of the Borrowers willThe Borrower will not, nor and will it not permit any of its Restricted Subsidiaries to, enter into any transaction or series of related transactionstransactions with any Affiliate of the Borrower or any of its Subsidiaries or any of its Unrestricted Subsidiaries, whether or not other than in the ordinary course of business, with any Affiliate or Unrestricted Subsidiary of such Borrower, other than business and on terms and conditions substantially as favorable to such the Borrower or such Restricted Subsidiary as would reasonably be obtainable obtained by such the Borrower or such Restricted Subsidiary at the that time in a comparable arm’s arm's-length transaction with a Person other than an Affiliate; provided , except that: (i) each of Silgan and its Domestic Subsidiaries and Unrestricted Subsidiaries Dividends may execute, deliver and perform their obligations under the Tax Sharing Agreement; provided, however, be paid to the extent that any such Unrestricted Subsidiary is a party thereto, such Unrestricted Subsidiary shall be treated no more favorably thereunder than the manner in which any Domestic Subsidiary of Silgan is treatedpermitted by Section 9.03; (ii) transactions among Silgan Investments may be made (excluding Investments in Persons who would constitute Affiliates of the Borrower even if the Borrower and its Restricted Subsidiaries did not have any ownership interests therein) to the extent permitted by Section 9.05; (iii) transactions between the Borrower and its Restricted Subsidiaries shall be permitted to the extent that such transactions are otherwise not restricted expressly permitted by the terms of this Agreement or any other Credit Document and so long as no minority shareholder in any such Subsidiary that is party to any such transaction is otherwise an Affiliate of Silgan; (iii) the payment of reasonable and customary regular fees and granting of options, restricted stock or any other equity based awards to directors of Silgan who are not employees of Silgan or any of its Subsidiaries shall be permittedSection 9.02; (iv) Silgan customary fees may be paid to non-officer directors of the Borrower and its Subsidiaries may sell raw materials to Subsidiaries and Unrestricted Subsidiaries for cash and at a price or prices that are no less than the price or prices that Silgan or such Subsidiaries pay for such raw materialsRestricted Subsidiaries; (v) Silgan the Borrower and its Restricted Subsidiaries may provide general corporateenter into employment arrangements with respect to the procurement of services with its respective officers and employees, administrative and/or management services and may extend cash bonus and stock options to its Subsidiaries such officers and Unrestricted Subsidiaries andemployees, in each case, may receive compensation thereforthe ordinary course of business; (vi) Canadian Holdco may provide general corporateso long as no Default or Event of Default exists, administrative and/or or would result therefrom, the Borrower shall be permitted to pay management services fees to Silgan Canada Apollo Advisors, L.P. pursuant to the Apollo Management Agreement, provided, that, such fees shall not exceed $500,000 in any Fiscal Year and may receive compensation thereforno amendment adverse to the interests of the Banks shall be made to the Apollo Management Agreement without the consent of the Agent; (vii) Silgan existing transactions between the Borrower and Plastics may enter into franchise agreements with Silgan Canada its Subsidiaries and may receive compensation therefor;their Affiliates shall be permitted to the extent listed on Schedule IX; and (viii) Wholly-Owned Foreign Subsidiaries of Silgan the Borrower may provide general corporatesell or issue common stock and, administrative and/or Qualified Preferred Stock to its Affiliates (other than its Subsidiaries). Except as specifically provided above, no management services to other Foreign Subsidiaries of Silgan and may receive compensation therefor; (ix) Silgan and its Wholly-Owned Domestic Subsidiaries may enter into franchise agreements and license agreements with Subsidiaries of Silgan and may receive compensation therefor; and (x) transactions among Silgan and its Subsidiaries in connection with a Restructuring Transaction or similar fees shall be permittedpaid or payable by the Borrower or any of its Restricted Subsidiaries to any Affiliate (other than the Borrower). Notwithstanding anything contained in the foregoing to the contrary contained abovecontrary, this Section 9.06 any transactions between and among the Borrower and/or Restricted Subsidiaries on the one hand and any of its respective Affiliates (excluding the Borrower and its Restricted Subsidiaries) on the other hand, shall be arm's-length transactions and on terms and conditions at least as favorable to the Borrower and/or such Restricted Subsidiaries as the terms and conditions which would apply to a similar transaction on an arm's-length basis with a Person that is not prohibit an Affiliate; provided that, any transaction (other than as described in clauses (i) the transfer of any assets), the making of any Dividends or the making of any Investments permitted pursuant to Sections 9.02, 9.03, 9.04 and 9.05 or otherwise specifically permitted by the terms of this Agreement or (ii), (iii) transactions and (vii) above) between and among the aforementioned parties with Affiliates (A) approved by a value in excess of $1,000,000 shall only be permitted if a majority of the disinterested members directors of the Board of Directors (or an authorized committee thereof) of Silgan or, to Borrower approve the extent that the value of such transaction is less than $50,000,000, by a majority of the Board of Directors (or an authorized committee thereof) of Silgan or (B) for which Silgan or its respective Subsidiary delivers to the Administrative Agent a written opinion of an unaffiliated nationally recognized investment banking firm stating that such transaction is fair to Silgan or such Subsidiary from a financial point of view; provided that if the value of any such transaction not otherwise permitted under clauses (i) through (vi) of the first paragraph of this Section 9.06 exceeds $100,000,000, then the foregoing determination must be made in the manner provided in clause (B) abovetransaction.

Transactions with Affiliates and Unrestricted Subsidiaries. None of the Borrowers will, nor will it permit any of its Subsidiaries to, enter into any transaction or series of related transactions, whether or not in the ordinary course of business, with any Affiliate or Unrestricted Subsidiary of such Borrower, other than on terms and conditions substantially as favorable to such Borrower or such Subsidiary as would be obtainable by such Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; , provided that: (i) each of Silgan and its Domestic Subsidiaries and Unrestricted Subsidiaries may execute, deliver and perform their obligations under the Tax Sharing Agreement; provided, however, to the extent that any such Unrestricted Subsidiary is a party thereto, such Unrestricted Subsidiary shall be treated no more favorably thereunder than the manner in which any Domestic Subsidiary of Silgan is treated; (ii) transactions among Silgan and its Subsidiaries shall be permitted to the extent that such transactions are otherwise not restricted by the terms of this Agreement or any other Credit Document and so long as no minority shareholder in any such Subsidiary that is party to any such transaction is otherwise an Affiliate of Silgan; (iii) the payment of reasonable and customary regular fees and granting of options, restricted stock or any other equity based awards to directors of Silgan who are not employees of Silgan or any of its Subsidiaries shall be permitted; (iv) Silgan and its Subsidiaries may sell raw materials to Subsidiaries and Unrestricted Subsidiaries for cash and at a price or prices that are no less than the price or prices that Silgan or such Subsidiaries pay for such raw materials; (v) Silgan and its Subsidiaries may provide general corporate, administrative and/or management services to its Subsidiaries and Silgan and its Subsidiaries may provide such services to Unrestricted Subsidiaries and, in each case, may receive compensation therefor; (vi) Canadian Holdco may provide general corporate, administrative and/or management services to Silgan Canada and may receive compensation therefor; (vii) Silgan and Plastics may enter into franchise agreements with Silgan Canada and may receive compensation therefor; (viii) Wholly-Owned Foreign Subsidiaries of Silgan may provide general corporate, administrative and/or management services to other Foreign Subsidiaries of Silgan and may receive compensation therefor;; and (ix) Silgan and its Wholly-Owned Domestic Subsidiaries may enter into franchise agreements and license agreements with Subsidiaries of Silgan and may receive compensation therefor; and (x) transactions among Silgan and its Subsidiaries in connection with a Restructuring Transaction shall be permitted. Notwithstanding anything to the contrary contained above, this Section 9.06 8.06 shall not prohibit (i) the transfer of any assets, the making of any Dividends or the making of any Investments permitted pursuant to Sections 9.028.02, 9.038.03, 9.04 8.04 and 9.05 8.05 or otherwise specifically permitted by the terms of this Agreement or (ii) transactions with Affiliates (A) approved by a majority of the disinterested members of the Board of Directors (or an authorized committee thereof) of Silgan or, to the extent that the value of such transaction is less than $50,000,00040,000,000, by a majority of the Board of Directors (or an authorized committee thereof) of Silgan or (B) for which Silgan or its respective Subsidiary delivers to the Administrative Agent a written opinion of an unaffiliated nationally recognized investment banking firm stating that such transaction is fair to Silgan or such Subsidiary from a financial point of view; , provided that if the value of any such transaction not otherwise permitted under clauses (i) through (vi) of the first paragraph of this Section 9.06 8.06 exceeds $100,000,000, then the foregoing determination must be made in the manner provided in clause (B) above.

Transactions with Affiliates and Unrestricted Subsidiaries. None of the The Borrowers willwill not, nor and will it not permit any of its their respective Restricted Subsidiaries to, enter into any transaction or series of related transactionstransactions with any Affiliate of Furniture Brands or any of its Subsidiaries or any of its Unrestricted Subsidiaries, whether or not other than in the ordinary course of business, with any Affiliate or Unrestricted Subsidiary of such Borrower, other than business and on terms and conditions substantially as favorable to such Borrower the Borrowers or such Restricted Subsidiary as would reasonably be obtainable obtained by such Borrower the Borrowers or such Restricted Subsidiary at the that time in a comparable arm’s arm's-length transaction with a Person other than an Affiliate; provided , except that: (i) each of Silgan and its Domestic Subsidiaries and Unrestricted Subsidiaries Dividends may execute, deliver and perform their obligations under the Tax Sharing Agreement; provided, however, be paid to the extent that any such Unrestricted Subsidiary is a party thereto, such Unrestricted Subsidiary shall be treated no more favorably thereunder than the manner provided in which any Domestic Subsidiary of Silgan is treatedSection 9.03; (ii) Investments may be made to the extent permitted by Section 9.05; (iii) the transactions among Silgan entered into between the Borrowers and its their Subsidiaries shall be permitted to the extent that such transactions are otherwise not restricted expressly permitted by the terms of this Agreement or any other Credit Document and so long as no minority shareholder in any such Subsidiary that is party to any such transaction is otherwise an Affiliate of Silgan; (iii) the payment of reasonable and customary regular fees and granting of options, restricted stock or any other equity based awards to directors of Silgan who are not employees of Silgan or any of its Subsidiaries shall be permittedSection 9.02; (iv) Silgan customary fees may be paid to non-officer directors of the Borrowers and its Subsidiaries may sell raw materials to Subsidiaries and Unrestricted Subsidiaries for cash and at a price or prices that are no less than the price or prices that Silgan or such Subsidiaries pay for such raw materialstheir Restricted Subsidiaries; (v) Silgan Furniture Brands and its Restricted Subsidiaries may provide general corporate, administrative and/or management enter into employment arrangements with respect to the procurement of services to its Subsidiaries with their respective officers and Unrestricted Subsidiaries and, employees in each case, may receive compensation thereforthe ordinary course of business; (vi) Canadian Holdco the Borrowers and their respective Restricted Subsidiaries may provide general corporate, administrative and/or management services make capital contributions to Silgan Canada and may receive compensation thereforany of their respective Restricted Subsidiaries which is a Credit Party; (vii) Silgan existing transactions between Furniture Brands and Plastics may enter into franchise agreements with Silgan Canada its Subsidiaries and may receive compensation therefortheir Affiliates shall be permitted to the extent listed on Schedule XI; (viii) Wholly-Owned Foreign Subsidiaries of Silgan Furniture Brands may provide general corporate, administrative and/or management services sell or issue Furniture Brands Common Stock and Qualified Preferred Stock to its Affiliates (other Foreign Subsidiaries of Silgan and may receive compensation therefor;than its Subsidiaries); and (ix) Silgan and its Wholly-Owned Domestic Subsidiaries Furniture Brands may enter into franchise agreements and license agreements with Subsidiaries of Silgan and may receive compensation therefor; and (x) transactions among Silgan and its Subsidiaries modify the Tax Sharing Agreement as provided in connection with a Restructuring Transaction Section 9.10(c). Except as specifically provided above, no management or similar fees shall be permittedpaid or payable by Furniture Brands or any of its Restricted Subsidiaries to any Affiliate (other than Furniture Brands). Notwithstanding anything contained in the foregoing to the contrary contained abovecontrary, this Section 9.06 any transactions between and among Furniture Brands and/or Restricted Subsidiaries on the one hand and any of their respective Affiliates (excluding Furniture Brands and its Restricted Subsidiaries) on the other hand, shall be arm's-length transactions and on terms and conditions at least as favorable to Furniture Brands and/or such Restricted Subsidiaries as the terms and conditions which would apply to a similar transaction on an arm's-length basis with a Person that is not prohibit an Affiliate; provided, that, any transaction (other than as described in clauses (i) the transfer of any assets), the making of any Dividends or the making of any Investments permitted pursuant to Sections 9.02, 9.03, 9.04 and 9.05 or otherwise specifically permitted by the terms of this Agreement or (ii), (iii) transactions and (vi) above) between and among the aforementioned parties with Affiliates (A) approved by a value in excess of $1,000,000 shall only be permitted if a majority of the disinterested members directors of Furniture Brands approve the Board of Directors (or an authorized committee thereof) of Silgan or, to the extent that the value of such transaction is less than $50,000,000, by a majority of the Board of Directors (or an authorized committee thereof) of Silgan or (B) for which Silgan or its respective Subsidiary delivers to the Administrative Agent a written opinion of an unaffiliated nationally recognized investment banking firm stating that such transaction is fair to Silgan or such Subsidiary from a financial point of view; provided that if the value of any such transaction not otherwise permitted under clauses (i) through (vi) of the first paragraph of this Section 9.06 exceeds $100,000,000, then the foregoing determination must be made in the manner provided in clause (B) abovetransaction.

Transactions with Affiliates and Unrestricted Subsidiaries. None of the Borrowers willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, enter into any transaction or series of related transactionstransactions with any Affiliate of the Borrower or any of its Subsidiaries or any of its Unrestricted Subsidiaries, whether or not other than in the ordinary course of business, with any Affiliate or Unrestricted Subsidiary of such Borrower, other than business and on terms and conditions substantially as favorable to such the Borrower or such Subsidiary as would reasonably be obtainable obtained by such the Borrower or such Subsidiary at the that time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate; provided that, except: (i) each of Silgan and its Domestic Subsidiaries and Unrestricted Subsidiaries Dividends may execute, deliver and perform their obligations under the Tax Sharing Agreement; provided, however, be paid to the extent that any such Unrestricted Subsidiary is a party thereto, such Unrestricted Subsidiary shall be treated no more favorably thereunder than the manner provided in which any Domestic Subsidiary of Silgan is treatedSection 9.03; (ii) transactions among Silgan customary fees to non-officer directors and payments related to indemnifications of directors and officers of the Borrower and its Subsidiaries shall may be permitted to the extent that such transactions are otherwise not restricted by the terms of this Agreement or any other Credit Document and so long as no minority shareholder in any such Subsidiary that is party to any such transaction is otherwise an Affiliate of Silganpaid; (iii) loans may be made and other transactions may be entered into by the payment Borrower with its Subsidiaries, or between Subsidiaries of reasonable the Borrower, to the extent permitted by Sections 9.01, 9.02, 9.04 and customary regular fees and granting of options, restricted stock or any other equity based awards to directors of Silgan who are not employees of Silgan or any of its Subsidiaries shall be permitted9.05; (iv) Silgan the Borrower and its Subsidiaries may sell raw materials to enter into, and make payments under, employment agreements, employee benefit plans, stock option plans, indemnification provisions and other similar compensatory arrangements with officers, employees and directors of the Borrower and its Subsidiaries and Unrestricted Subsidiaries for cash and at a price or prices that are no less than in the price or prices that Silgan or such Subsidiaries pay for such raw materialsordinary course of business; (v) Silgan transactions where the sum of (x) the Fair Market Value of all assets (including for this purpose cash) transferred to or from the respective Credit Parties party thereto, (y) the aggregate value (as determined by the Borrower in good faith) of the services provided by the respective Credit Parties party thereto and its Subsidiaries may provide general corporate(z) the aggregate amount of liabilities incurred or assumed by the respective Credit Parties parties thereto is de minimus, administrative and/or management provided that the aggregate Fair Market Value of the assets so transferred plus the aggregate value of the services to its Subsidiaries and Unrestricted Subsidiaries so provided plus the aggregate amount of liabilities so incurred or assumed for all transactions permitted under this clause (v) shall not exceed $2,500,000; and, in each case, may receive compensation therefor; (vi) Canadian Holdco transactions may provide general corporatebe entered into by the Borrower with its Subsidiaries, administrative and/or management services to Silgan Canada and may receive compensation therefor; (vii) Silgan and Plastics may enter into franchise agreements with Silgan Canada and may receive compensation therefor; (viii) Wholly-Owned Foreign or between Subsidiaries of Silgan may provide general corporatethe Borrower in the ordinary course of business and consistent with past practices for the procurement of legal, administrative and/or accounting, construction management services to other Foreign Subsidiaries of Silgan and may receive compensation therefor; (ix) Silgan and its Wholly-Owned Domestic Subsidiaries may enter into franchise agreements and license agreements with Subsidiaries of Silgan and may receive compensation therefor; and (x) transactions among Silgan and its Subsidiaries in connection with a Restructuring Transaction shall be permitted. Notwithstanding anything to the contrary contained abovesimilar services, this Section 9.06 shall not prohibit (i) the transfer of so long as any assets, the making of any Dividends or the making of any Investments permitted pursuant to Sections 9.02, 9.03, 9.04 and 9.05 or otherwise specifically permitted amounts charged by the terms of this Agreement or (ii) transactions with Affiliates (A) approved by a majority of the disinterested members of the Board of Directors (or an authorized committee thereof) of Silgan or, to the extent that the value of such transaction is less than $50,000,000, by a majority of the Board of Directors (or an authorized committee thereof) of Silgan or (B) for which Silgan or its respective Subsidiary delivers to the Administrative Agent a written opinion of an unaffiliated nationally recognized investment banking firm stating that such transaction is fair to Silgan or such Subsidiary from a financial point of view; provided that if the value of any such transaction Person to another for such services do not otherwise permitted under clauses (i) through (vi) exceed the cost of the first paragraph of this Section 9.06 exceeds $100,000,000, then the foregoing determination must be made in the manner provided in clause (B) aboveproviding such services.

Transactions with Affiliates and Unrestricted Subsidiaries. None of the Borrowers willHoldings will not, nor and will it not permit any of its Subsidiaries to, enter into any transaction or series of related transactions, whether or not in the ordinary course of business, transactions with any Affiliate of Holdings or any of its Subsidiaries or any of its Unrestricted Subsidiary of such Borrower, Subsidiaries other than on terms and conditions substantially as favorable to such Borrower Holdings or such Subsidiary as would be reasonably expected to be obtainable by such Borrower Holdings or such Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate; provided that: that the following shall in any event be permitted under this Section 7.07: (a) the Transaction; (b) (i) each of Silgan transactions by and its Domestic Subsidiaries and Unrestricted Subsidiaries may execute, deliver and perform their obligations under the Tax Sharing Agreement; provided, however, to the extent that any such Unrestricted Subsidiary is a party thereto, such Unrestricted Subsidiary shall be treated no more favorably thereunder than the manner in which any Domestic Subsidiary of Silgan is treated; (ii) transactions among Silgan Holdings and its Subsidiaries shall be permitted to the extent that such transactions are otherwise not restricted by the terms of this Agreement or any other Credit Document and so long as no minority shareholder in any such Subsidiary that is party to any such transaction is otherwise an Affiliate of Silgan; (iii) the payment of reasonable and customary regular fees and granting of options, restricted stock or any other equity based awards to directors of Silgan who are not employees of Silgan or any of its Subsidiaries shall be permitted; (iv) Silgan and its Subsidiaries may sell raw materials to Subsidiaries and Unrestricted Subsidiaries for cash and at a price or prices that are no less than the price or prices that Silgan or such Subsidiaries pay for such raw materials; (v) Silgan and its Subsidiaries may provide general corporate, administrative and/or management services to its Subsidiaries and Unrestricted Subsidiaries and, in each case, may receive compensation therefor; (vi) Canadian Holdco may provide general corporate, administrative and/or management services to Silgan Canada and may receive compensation therefor; (vii) Silgan and Plastics may enter into franchise agreements with Silgan Canada and may receive compensation therefor; (viii) Wholly-Owned Foreign Subsidiaries of Silgan may provide general corporate, administrative and/or management services to other Foreign Subsidiaries of Silgan and may receive compensation therefor; (ix) Silgan and its Wholly-Owned Domestic Subsidiaries may enter into franchise agreements and license agreements with Subsidiaries of Silgan and may receive compensation therefor; and (x) transactions among Silgan and its Subsidiaries in connection with a Restructuring Transaction shall be permitted. Notwithstanding anything to the contrary contained above, this Section 9.06 shall not prohibit (i) the transfer of any assets, the making of any Dividends or the making of any Investments permitted pursuant to Sections 9.02, 9.03, 9.04 and 9.05 or otherwise specifically permitted by the terms of this Agreement or (ii) transactions with Affiliates (A) approved by a majority of the disinterested members of the Board of Directors (or an authorized committee thereof) of Silgan or, to the extent that the value of such transaction is less than $50,000,000expressly permitted by Sections 7.02(e), by a majority of the Board of Directors (or an authorized committee thereoff), (g), (h) of Silgan or (Bk), 7.04(f), (j) for which Silgan or (n) or 7.06; (c) customary fees to directors of Holdings and its respective Subsidiary delivers Subsidiaries; (d) Holdings and its Subsidiaries may enter into employment arrangements with respect to the Administrative Agent a written opinion procurement of an unaffiliated nationally recognized investment banking firm stating that such transaction is fair to Silgan or such Subsidiary from a financial point of view; provided that if the value of any such transaction not otherwise permitted under clauses (i) through (vi) of the first paragraph of this Section 9.06 exceeds $100,000,000, then the foregoing determination must be made services with their respective officers and employees in the manner provided ordinary course of business; (e) the payment of consulting, management or other fees to the US Borrower or any Subsidiary thereof that is a Credit Party by any of their respective Subsidiaries in clause the ordinary course of business; (Bf) aboveHoldings, its Subsidiaries and the US Borrower may prepare and make all necessary filings with the SEC and take all other customary actions reasonably necessary in order to consummate a Qualified Public Offering; and (g) the payment by Holdings to unaffiliated third parties of customary transaction costs in connection with the incurrence of Permitted Holdings Refinancing Indebtedness, the performance by Holdings of its obligations under any customary purchase agreement entered into in connection with an offering of Permitted Holdings Refinancing Indebtedness and the performance by Holdings of its obligations under any customary registration rights agreement entered into in connection with an offering of Permitted Holdings Refinancing Indebtedness pursuant to Rule 144A under the Securities Act.

Transactions with Affiliates and Unrestricted Subsidiaries. None of the Borrowers willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, enter into any transaction or series of related transactionstransactions with any Affiliate of the Borrower or any of its Subsidiaries or any of its Unrestricted Subsidiaries, whether or not other than in the ordinary course of business, with any Affiliate or Unrestricted Subsidiary of such Borrower, other than business and on terms and conditions condi-tions substantially as favorable to such the Borrower or such Subsidiary as would reasonably be obtainable obtained by such the Borrower or such Subsidiary at the that time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate; provided that, except: (i) each of Silgan and its Domestic Subsidiaries and Unrestricted Subsidiaries Dividends may execute, deliver and perform their obligations under the Tax Sharing Agreement; provided, however, be paid to the extent that any such Unrestricted Subsidiary is a party thereto, such Unrestricted Subsidiary shall be treated no more favorably thereunder than the manner provided in which any Domestic Subsidiary of Silgan is treatedSection 9.03; (ii) transactions among Silgan customary fees and indemnifications may be paid to non-officer directors of the Borrower and its Subsidiaries shall be permitted to the extent that such transactions are otherwise not restricted by the terms of this Agreement or any other Credit Document and so long as no minority shareholder in any such Subsidiary that is party to any such transaction is otherwise an Affiliate of SilganSubsidiaries; (iii) loans may be made and other transactions may be entered into by the payment Borrower with its Subsidiaries, or between Subsidiaries of reasonable the Borrower, to the extent permitted by Sections 9.01, 9.02, 9.04 and customary regular fees and granting of options, restricted stock or any other equity based awards to directors of Silgan who are not employees of Silgan or any of its Subsidiaries shall be permitted9.05; (iv) Silgan the Borrower and its Subsidiaries may sell raw materials to enter into, and make payments under, employment agreements, employee benefit plans, stock option plans, indemnification provisions and other similar compensatory arrangements with officers, employees and directors of the Borrower and its Subsidiaries and Unrestricted Subsidiaries for cash and at a price or prices that are no less than in the price or prices that Silgan or such Subsidiaries pay for such raw materialsordinary course of business; (v) Silgan transactions where the sum of (x) the Fair Market Value of all assets (including for this purpose cash) transferred to or from the respective Credit Parties party thereto, (y) the aggregate value (as determined by the Borrower in good faith) of the services provided by the respective Credit Parties party thereto and its Subsidiaries may provide general corporate(z) the aggregate amount of liabilities incurred or assumed by the respective Credit Parties parties thereto is de minimus, administrative and/or management provided that the aggregate Fair Market Value of the assets so transferred plus the aggregate value of the services to its Subsidiaries and Unrestricted Subsidiaries so provided plus the aggregate amount of liabilities so incurred or assumed for all transactions permitted under this clause (v) shall not exceed $1,000,000; and, in each case, may receive compensation therefor; (vi) Canadian Holdco transactions may provide general corporatebe entered into by the Borrower with its Subsidiaries, administrative and/or management services to Silgan Canada and may receive compensation therefor; (vii) Silgan and Plastics may enter into franchise agreements with Silgan Canada and may receive compensation therefor; (viii) Wholly-Owned Foreign or between Subsidiaries of Silgan may provide general corporatethe Borrower in the ordinary course of business and consistent with past practices for the procurement of legal, administrative and/or accounting, construction management services to other Foreign Subsidiaries of Silgan and may receive compensation therefor; (ix) Silgan and its Wholly-Owned Domestic Subsidiaries may enter into franchise agreements and license agreements with Subsidiaries of Silgan and may receive compensation therefor; and (x) transactions among Silgan and its Subsidiaries in connection with a Restructuring Transaction shall be permitted. Notwithstanding anything to the contrary contained abovesimilar services, this Section 9.06 shall not prohibit (i) the transfer of so long as any assets, the making of any Dividends or the making of any Investments permitted pursuant to Sections 9.02, 9.03, 9.04 and 9.05 or otherwise specifically permitted amounts charged by the terms of this Agreement or (ii) transactions with Affiliates (A) approved by a majority of the disinterested members of the Board of Directors (or an authorized committee thereof) of Silgan or, to the extent that the value of such transaction is less than $50,000,000, by a majority of the Board of Directors (or an authorized committee thereof) of Silgan or (B) for which Silgan or its respective Subsidiary delivers to the Administrative Agent a written opinion of an unaffiliated nationally recognized investment banking firm stating that such transaction is fair to Silgan or such Subsidiary from a financial point of view; provided that if the value of any such transaction Person to another for such services do not otherwise permitted under clauses (i) through (vi) exceed the cost of the first paragraph of this Section 9.06 exceeds $100,000,000, then the foregoing determination must be made in the manner provided in clause (B) aboveproviding such services.

Transactions with Affiliates and Unrestricted Subsidiaries. None of the Borrowers will, nor will it permit any of its Subsidiaries to, enter into any transaction or series of related transactions, whether or not in the ordinary course of business, with any Affiliate or Unrestricted Subsidiary of such Borrower, other than on terms and conditions substantially as favorable to such Borrower or such Subsidiary as would be obtainable by such Borrower or such Subsidiary at the time in a comparable arm’s 's length transaction with a Person other than an Affiliate; , provided that: (i) each of Silgan and its Domestic Subsidiaries and Unrestricted Subsidiaries may execute, deliver and perform their obligations under the Tax Sharing Agreement; provided, however, to the extent that any such Unrestricted Subsidiary is a party thereto, such Unrestricted Subsidiary shall be treated no more favorably thereunder than the manner in which any Domestic Subsidiary of Silgan is treated; (ii) transactions among Silgan and its Subsidiaries shall be permitted to the extent that such transactions are otherwise not restricted by the terms of this Agreement or any other Credit Document and so long as no minority shareholder in any such Subsidiary that is party to any such transaction is otherwise an Affiliate of Silgan; (iii) the payment of reasonable and customary regular fees and granting of options, restricted stock or any other equity based awards to directors of Silgan who are not employees of Silgan or any of its Subsidiaries shall be permitted; (iv) Silgan and its Subsidiaries may sell raw materials to Subsidiaries and Unrestricted Subsidiaries for cash and at a price or prices that are no less than the same price or prices that Silgan or such Subsidiaries pay for such raw materials;; and (v) Silgan and its Subsidiaries may provide general corporate, administrative and/or management services to its Subsidiaries and Silgan and its Subsidiaries may provide such services to Unrestricted Subsidiaries and, in each case, may receive compensation therefor; (vi) Canadian Holdco may provide general corporate, administrative and/or management services to Silgan Canada and may receive compensation therefor; (vii) Silgan and Plastics may enter into franchise agreements with Silgan Canada and may receive compensation therefor; (viii) Wholly-Owned Foreign Subsidiaries of Silgan may provide general corporate, administrative and/or management services to other Foreign Subsidiaries of Silgan and may receive compensation therefor; (ix) Silgan and its Wholly-Owned Domestic Subsidiaries may enter into franchise agreements and license agreements with Subsidiaries of Silgan and may receive compensation therefor; and (x) transactions among Silgan and its Subsidiaries in connection with a Restructuring Transaction shall be permitted. Notwithstanding anything to the contrary contained above, this Section 9.06 8.06 shall not prohibit (i) the transfer of any assets, the making of any Dividends or the making of any Investments permitted pursuant to Sections 9.028.02, 9.038.03, 9.04 8.04 and 9.05 8.05 or otherwise specifically permitted by the terms of this Agreement or (ii) transactions with Affiliates (A) approved by a majority of the disinterested members of the Board of Directors (or an authorized committee thereof) of Silgan or, to the extent that the value of such transaction is less than $50,000,00010,000,000, by a majority of the Board of Directors (or an authorized committee thereof) of Silgan or (B) for which Silgan or its respective Subsidiary delivers to the Administrative Agent a written opinion of an unaffiliated nationally recognized investment banking firm stating that such transaction is fair to Silgan or such Subsidiary from a financial point of view; , provided that if the value of any such transaction not otherwise permitted under clauses (i) through (vi) of the first paragraph of this Section 9.06 8.06 exceeds $100,000,00025,000,000, then the foregoing determination must be made in the manner provided in clause (B) above.

Transactions with Affiliates and Unrestricted Subsidiaries. None of the Borrowers will, nor will it permit any of its Subsidiaries to, enter into any transaction or series of related transactions, whether or not in the ordinary course of business, with any Affiliate or Unrestricted Subsidiary of such Borrower, other than on terms and conditions substantially as favorable to such Borrower or such Subsidiary as would be obtainable by such Borrower or such Subsidiary at the time in a comparable arm’s 's length transaction with a Person other than an Affiliate; , provided that: (i) each of Silgan and its Domestic Subsidiaries and Unrestricted Subsidiaries may execute, deliver and perform their obligations under the Tax Sharing Agreement; provided, however, to the extent that any such Unrestricted Subsidiary is a party thereto, such Unrestricted Subsidiary shall be treated no more favorably thereunder than the manner in which any Domestic Subsidiary of Silgan is treated; (ii) transactions among Silgan and its Subsidiaries shall be permitted to the extent that such transactions are otherwise not restricted by the terms of this Agreement or any other Credit Document and so long as no minority shareholder in any such Subsidiary that is party to any such transaction is otherwise an Affiliate of Silgan; (iii) Silgan, Containers, Plastics and other Subsidiaries of Silgan may each make such payments as are required pursuant to, and perform its obligations under, its Management Services Agreement, provided that the Quarterly Management Fee (as defined in the respective Management Services Agreement) shall accrue but not be paid by Silgan, Containers, Plastics and/or such other Subsidiaries, as the case may be, upon the occurrence of certain events, and to the extent, provided in the respective Management Services Agreement, and provided further, (x) that the aggregate payments payable pursuant to this clause (iii) shall not exceed at any time the amount which would be payable under the Management Services Agreement of Silgan if the payment under the other Management Services Agreements were zero, and (y) to the extent that any Unrestricted Subsidiary is a party to any Management Services Agreement, such Unrestricted Subsidiary shall be treated no more favorably thereunder than the manner in which the Subsidiaries of Silgan are treated under those Management Services Agreements to which such Subsidiaries are a party; (iv) the payment of reasonable and customary regular fees and granting of options, restricted stock or any other equity based awards options to directors of Silgan who are not employees of Silgan or any of its Subsidiaries shall be permitted; (ivv) Silgan and its Subsidiaries may sell raw materials to Subsidiaries and Unrestricted Subsidiaries for cash and at a price or prices that are no less than the same price or prices that Silgan or such Subsidiaries pay for such raw materials;; and (vvi) Silgan and its Subsidiaries may provide general corporate, administrative and/or management services to its Subsidiaries and Unrestricted Subsidiaries and, in each case, may receive compensation therefor; (vi) Canadian Holdco may provide general corporate, administrative and/or management services to Silgan Canada and may receive compensation therefor; (vii) Silgan and Plastics may enter into franchise agreements with Silgan Canada and may receive compensation therefor; (viii) Wholly-Owned Foreign Subsidiaries of Silgan may provide general corporate, administrative and/or management services to other Foreign Subsidiaries of Silgan and may receive compensation therefor; (ix) Silgan and its Wholly-Owned Domestic Subsidiaries may enter into franchise agreements and license agreements with Subsidiaries of Silgan and may receive compensation therefor; and (x) transactions among Silgan and its Subsidiaries in connection with a Restructuring Transaction shall be permittedSubsidiaries. Notwithstanding anything to the contrary contained above, this Section 9.06 8.06 shall not prohibit (i) the transfer of any assets, the making of any Dividends or the making of any Investments permitted pursuant to Sections 9.028.02, 9.038.03, 9.04 8.04 and 9.05 8.05 or otherwise specifically permitted by the terms of this Agreement or (ii) transactions with Affiliates (A) approved by a majority of the disinterested members of the Board of Directors (or an authorized committee thereof) of Silgan or, to the extent that the value of such transaction is less than $50,000,0005,000,000, by a majority of the Board of Directors (or an authorized committee thereof) of Silgan or (B) for which Silgan or its respective Subsidiary delivers to the Administrative Agent a written opinion of an unaffiliated nationally recognized investment banking firm stating that such transaction is fair to Silgan or such Subsidiary from a financial point of view; , provided that if the value of any such transaction not otherwise permitted under clauses (i) through (vi) of the first paragraph of this Section 9.06 8.06 exceeds $100,000,0008,000,000, then the foregoing determination must be made in the manner provided in clause (B) above.

Transactions with Affiliates and Unrestricted Subsidiaries. None of the The Borrowers willwill not, nor and will it not permit any of its their respective Restricted Subsidiaries to, enter into any transaction or series of related transactionstransactions with any Affiliate of Furniture Brands or any of its Subsidiaries or any of its Unrestricted Subsidiaries, whether or not other than in the ordinary course of business, with any Affiliate or Unrestricted Subsidiary of such Borrower, other than business and on terms and conditions substantially as favorable to such Borrower the Borrowers or such Restricted Subsidiary as would reasonably be obtainable obtained by such Borrower the Borrowers or such Restricted Subsidiary at the that time in a comparable arm’s arm's-length transaction with a Person other than an Affiliate; provided , except that: (i) each of Silgan and its Domestic Subsidiaries and Unrestricted Subsidiaries Dividends may execute, deliver and perform their obligations under the Tax Sharing Agreement; provided, however, be paid to the extent that any such Unrestricted Subsidiary is a party thereto, such Unrestricted Subsidiary shall be treated no more favorably thereunder than the manner provided in which any Domestic Subsidiary of Silgan is treatedSection 9.03; (ii) Investments may be made to the extent permitted by Section 9.05; (iii) the transactions among Silgan entered into between the Borrowers and its their Subsidiaries shall be permitted to the extent that such transactions are otherwise not restricted expressly permitted by the terms of this Agreement or any other Credit Document and so long as no minority shareholder in any such Subsidiary that is party to any such transaction is otherwise an Affiliate of Silgan; (iii) the payment of reasonable and customary regular fees and granting of options, restricted stock or any other equity based awards to directors of Silgan who are not employees of Silgan or any of its Subsidiaries shall be permittedSection 9.02; (iv) Silgan customary fees may be paid to non-officer directors of the Borrowers and its Subsidiaries may sell raw materials to Subsidiaries and Unrestricted Subsidiaries for cash and at a price or prices that are no less than the price or prices that Silgan or such Subsidiaries pay for such raw materialstheir Restricted Subsidiaries; (v) Silgan Furniture Brands and its Restricted Subsidiaries may provide general corporate, administrative and/or management enter into employment arrangements with respect to the procurement of services to its Subsidiaries with their respective officers and Unrestricted Subsidiaries and, employees in each case, may receive compensation thereforthe ordinary course of business; (vi) Canadian Holdco the Borrowers and their respective Restricted Subsidiaries may provide general corporate, administrative and/or management services make (x) capital contributions to Silgan Canada and may receive compensation thereforany of their respective Restricted Subsidiaries which is a Credit Party or (y) capital contributions of accounts receivable to the Receivables Subsidiary in accordance with the Receivables Documents; (vii) Silgan so long as no Default or Event of Default exists, or would result therefrom, Furniture Brands shall be permitted to pay management fees to Apollo Advisors, L.P. pursuant to the Apollo Management Agreement, provided, that, such fees shall not exceed $500,000 in any Fiscal Year and Plastics may enter into franchise agreements with Silgan Canada and may receive compensation thereforno amendment adverse to the interests of the Banks shall be made to the Apollo Management Agreement without the consent of the Administrative Agent; (viii) Wholly-Owned Foreign existing transactions between Furniture Brands and its Subsidiaries of Silgan may provide general corporate, administrative and/or management services and their Affiliates shall be permitted to other Foreign Subsidiaries of Silgan and may receive compensation thereforthe extent listed on Schedule XI; (ix) Silgan Furniture Brands may sell or issue Furniture Brands Common Stock and Qualified Preferred Stock to its Wholly-Owned Domestic Subsidiaries may enter into franchise agreements and license agreements with Subsidiaries of Silgan and may receive compensation thereforAffiliates (other than its Subsidiaries); and (x) transactions among Silgan and its Subsidiaries Furniture Brands may modify the Tax Sharing Agreement as provided in connection with a Restructuring Transaction Section 9.10(c). Except as specifically provided above, no management or similar fees shall be permittedpaid or payable by Furniture Brands or any of its Restricted Subsidiaries to any Affiliate (other than Furniture Brands). Notwithstanding anything contained in the foregoing to the contrary contained abovecontrary, this Section 9.06 any transactions between and among Furniture Brands and/or Restricted Subsidiaries on the one hand and any of their respective Affiliates (excluding Furniture Brands and its Restricted Subsidiaries) on the other hand, shall be arm's length transactions and on terms and conditions at least as favorable to Furniture Brands and/or such Restricted Subsidiaries as the terms and conditions which would apply to a similar transaction on an arm's length basis with a Person that is not prohibit an Affiliate; provided, that, any transaction (other than as described in clauses (i) the transfer of any assets), the making of any Dividends or the making of any Investments permitted pursuant to Sections 9.02, 9.03, 9.04 and 9.05 or otherwise specifically permitted by the terms of this Agreement or (ii), (iii) transactions and (vi) above) between and among the aforementioned parties with Affiliates (A) approved by a value in excess of $1,000,000 shall only be permitted if a majority of the disinterested members directors of Furniture Brands approve the Board of Directors (or an authorized committee thereof) of Silgan or, to the extent that the value of such transaction is less than $50,000,000, by a majority of the Board of Directors (or an authorized committee thereof) of Silgan or (B) for which Silgan or its respective Subsidiary delivers to the Administrative Agent a written opinion of an unaffiliated nationally recognized investment banking firm stating that such transaction is fair to Silgan or such Subsidiary from a financial point of view; provided that if the value of any such transaction not otherwise permitted under clauses (i) through (vi) of the first paragraph of this Section 9.06 exceeds $100,000,000, then the foregoing determination must be made in the manner provided in clause (B) abovetransaction.

Transactions with Affiliates and Unrestricted Subsidiaries. None of the The Borrowers willwill not, nor and will it not permit any of its their respective Restricted Subsidiaries to, enter into any transaction or series of related transactionstransactions with any Affiliate of Furniture Brands or any of its Subsidiaries or any of its Unrestricted Subsidiaries, whether or not other than in the ordinary course of business, with any Affiliate or Unrestricted Subsidiary of such Borrower, other than business and on terms and conditions substantially as favorable to such Borrower the Borrowers or such Restricted Subsidiary as would reasonably be obtainable obtained by such Borrower the Borrowers or such Restricted Subsidiary at the that time in a comparable arm’s arm's-length transaction with a Person other than an Affiliate; provided , except that: (i) each of Silgan and its Domestic Subsidiaries and Unrestricted Subsidiaries Dividends may execute, deliver and perform their obligations under the Tax Sharing Agreement; provided, however, be paid to the extent that any such Unrestricted Subsidiary is a party thereto, such Unrestricted Subsidiary shall be treated no more favorably thereunder than the manner provided in which any Domestic Subsidiary of Silgan is treatedSection 9.03; (ii) Investments may be made to the extent permitted by Section 9.05; (iii) the transactions among Silgan entered into between the Borrowers and its their Subsidiaries shall be permitted to the extent that such transactions are otherwise not restricted expressly permitted by the terms of this Agreement or any other Credit Document and so long as no minority shareholder in any such Subsidiary that is party to any such transaction is otherwise an Affiliate of Silgan; (iii) the payment of reasonable and customary regular fees and granting of options, restricted stock or any other equity based awards to directors of Silgan who are not employees of Silgan or any of its Subsidiaries shall be permittedSection 9.02; (iv) Silgan customary fees may be paid to non-officer directors of the Borrowers and its Subsidiaries may sell raw materials to Subsidiaries and Unrestricted Subsidiaries for cash and at a price or prices that are no less than the price or prices that Silgan or such Subsidiaries pay for such raw materialstheir Restricted Subsidiaries; (v) Silgan Furniture Brands and its Restricted Subsidiaries may provide general corporate, administrative and/or management enter into employment arrangements with respect to the procurement of services to its Subsidiaries with their respective officers and Unrestricted Subsidiaries and, employees in each case, may receive compensation thereforthe ordinary course of business; (vi) Canadian Holdco the Borrowers and their respective Restricted Subsidiaries may provide general corporate, administrative and/or management services make (x) capital contributions to Silgan Canada and may receive compensation thereforany of their respective Restricted Subsidiaries which is a Credit Party or (y) capital contributions of accounts receivable to the Receivables Subsidiary in accordance with the Receivables Documents; (vii) Silgan existing transactions between Furniture Brands and Plastics may enter into franchise agreements with Silgan Canada its Subsidiaries and may receive compensation therefortheir Affiliates shall be permitted to the extent listed on Schedule XI; (viii) Wholly-Owned Foreign Subsidiaries of Silgan Furniture Brands may provide general corporate, administrative and/or management services sell or issue Furniture Brands Common Stock and Qualified Preferred Stock to its Affiliates (other Foreign Subsidiaries of Silgan and may receive compensation thereforthan its Subsidiaries); (ix) Silgan and its Wholly-Owned Domestic Subsidiaries Furniture Brands may enter into franchise agreements and license agreements with Subsidiaries of Silgan and may receive compensation thereformodify the Tax Sharing Agreement as provided in Section 9.10(c); and (x) transactions among Silgan and its Subsidiaries in connection with a Restructuring Transaction the Stock Repurchase may be consummated within 5 Business Days after the Third Restatement Effective Date. Except as specifically provided above, no management or similar fees shall be permittedpaid or payable by Furniture Brands or any of its Restricted Subsidiaries to any Affiliate (other than Furniture Brands). Notwithstanding anything contained in the foregoing to the contrary contained abovecontrary, this Section 9.06 any transactions between and among Furniture Brands and/or Restricted Subsidiaries on the one hand and any of their respective Affiliates (excluding Furniture Brands and its Restricted Subsidiaries) on the other hand, shall be arm's-length transactions and on terms and conditions at least as favorable to Furniture Brands and/or such Restricted Subsidiaries as the terms and conditions which would apply to a similar transaction on an arm's-length basis with a Person that is not prohibit an Affiliate; provided, that, any transaction (other than as described in clauses (i) the transfer of any assets), the making of any Dividends or the making of any Investments permitted pursuant to Sections 9.02, 9.03, 9.04 and 9.05 or otherwise specifically permitted by the terms of this Agreement or (ii), (iii) transactions and (vi) above) between and among the aforementioned parties with Affiliates (A) approved by a value in excess of $1,000,000 shall only be permitted if a majority of the disinterested members directors of Furniture Brands approve the Board of Directors (or an authorized committee thereof) of Silgan or, to the extent that the value of such transaction is less than $50,000,000, by a majority of the Board of Directors (or an authorized committee thereof) of Silgan or (B) for which Silgan or its respective Subsidiary delivers to the Administrative Agent a written opinion of an unaffiliated nationally recognized investment banking firm stating that such transaction is fair to Silgan or such Subsidiary from a financial point of view; provided that if the value of any such transaction not otherwise permitted under clauses (i) through (vi) of the first paragraph of this Section 9.06 exceeds $100,000,000, then the foregoing determination must be made in the manner provided in clause (B) abovetransaction.

Transactions with Affiliates and Unrestricted Subsidiaries. None of the Borrowers willHoldings will not, nor and will it not permit any of its Subsidiaries to, enter into any transaction or series of related transactions, whether or not in the ordinary course of business, transactions with any Affiliate of Holdings or any of its Subsidiaries or any of its Unrestricted Subsidiary of such Borrower, Subsidiaries other than on terms and conditions substantially as favorable to such Borrower Holdings or such Subsidiary as would be reasonably expected to be obtainable by such Borrower Holdings or such Subsidiary at the time in a comparable arm’s arm's-length transaction with a Person other than an Affiliate; provided that: that the following shall in any event be permitted under -------- this Section 7.07: (a) the Transaction; (b) (i) each of Silgan transactions by and among Holdings and its Domestic Subsidiaries and Unrestricted Subsidiaries may execute, deliver and perform their obligations under the Tax Sharing Agreement; provided, however, to the extent that any such Unrestricted Subsidiary is a party thereto, such Unrestricted Subsidiary shall be treated no more favorably thereunder than the manner in which any Domestic Subsidiary of Silgan is treated; or (ii) transactions among Silgan and its Subsidiaries shall be permitted to the extent that such transactions are otherwise expressly permitted by Sections 7.02(e), (f), (g), (h) or (i), 7.04, 7.05 and 7.06; (c) so long as no Default or Event of Default is then in existence or would result therefrom, the payment, on a quarterly basis, of management fees to Apollo Group in an aggregate amount not restricted by to exceed $250,000 in any fiscal quarter of the US Borrower pursuant to, and in accordance with the terms of, the Apollo Management Agreement; provided that (i) at any time a Default or an Event of this Agreement Default is in existence and such management fees cannot be paid as provided above, such fees shall continue to accrue and may be paid at such time when all Defaults and Events of Default have been cured or any other Credit Document waived and so long as no minority shareholder in any such Subsidiary that is party Default or Event of Default will exist immediately after giving effect to any such transaction is otherwise an Affiliate of Silgan; (iii) the payment of reasonable thereof, and customary regular fees and granting of options, restricted stock or any other equity based awards to directors of Silgan who are not employees of Silgan or any of its Subsidiaries shall be permitted; (iv) Silgan and its Subsidiaries may sell raw materials to Subsidiaries and Unrestricted Subsidiaries for cash and at a price or prices that are no less than the price or prices that Silgan or such Subsidiaries pay for such raw materials; (v) Silgan and its Subsidiaries may provide general corporate, administrative and/or management services to its Subsidiaries and Unrestricted Subsidiaries and, in each case, may receive compensation therefor; (vi) Canadian Holdco may provide general corporate, administrative and/or management services to Silgan Canada and may receive compensation therefor; (vii) Silgan and Plastics may enter into franchise agreements with Silgan Canada and may receive compensation therefor; (viii) Wholly-Owned Foreign Subsidiaries of Silgan may provide general corporate, administrative and/or management services to other Foreign Subsidiaries of Silgan and may receive compensation therefor; (ix) Silgan and its Wholly-Owned Domestic Subsidiaries may enter into franchise agreements and license agreements with Subsidiaries of Silgan and may receive compensation therefor; and (x) transactions among Silgan and its Subsidiaries in connection with a Restructuring Transaction shall be permitted. Notwithstanding anything to the contrary contained above, this Section 9.06 shall not prohibit (i) the transfer of any assets, the making of any Dividends or the making of any Investments permitted pursuant to Sections 9.02, 9.03, 9.04 and 9.05 or otherwise specifically permitted by the terms of this Agreement or (ii) transactions with Affiliates (A) approved by a majority of the disinterested members of the Board of Directors (or an authorized committee thereof) of Silgan or, to the extent that the value of such transaction is less than $50,000,000, by a majority Apollo Group voluntarily defers any management fees otherwise payable to it in any fiscal quarter of the Board of Directors (or an authorized committee thereof) of Silgan or (B) for which Silgan or its respective Subsidiary delivers US Borrower pursuant to the Administrative Agent provisions above at a written opinion time when no Default or Event of an unaffiliated nationally recognized investment banking firm stating that Default exists, such transaction deferred management fees may thereafter be payable to Apollo Group at any time so long as no Default or Event of Default is fair then in existence; (d) customary fees to Silgan or such Subsidiary from a financial point non-officer directors of view; provided that if the value of any such transaction not otherwise permitted under clauses (i) through (vi) of the first paragraph of this Section 9.06 exceeds $100,000,000, then the foregoing determination must be made in the manner provided in clause (B) above.Holdings and its Subsidiaries;

Transactions with Affiliates and Unrestricted Subsidiaries. None of the Borrowers willNo Credit Agreement Party shall, nor will it or shall permit any of its Subsidiaries to, enter into any transaction or series of related transactionstransactions with any Affiliate of such Credit Agreement Party or any of its Subsidiaries or any of its Unrestricted Subsidiaries, whether or not other than in the ordinary course of business, with any Affiliate or Unrestricted Subsidiary of such Borrower, other than business and on terms and conditions substantially as favorable to such Borrower Credit Agreement Party or such Subsidiary as would reasonably be obtainable obtained by such Borrower Credit Agreement Party or such Subsidiary at the that time in a comparable arm’s arm's-length transaction with a Person other than an Affiliate; provided , except that: (i) each of Silgan Dividends may be paid to the extent provided in Section 9.03 or, at any time and its Domestic Subsidiaries and Unrestricted Subsidiaries may execute, deliver and perform their obligations under the Tax Sharing Agreement; provided, however, to the extent that any Dividend is permitted to be paid by BFPH to Holdings pursuant Section 9.03(iii) or (vii), BFPH, Treasure Chest, Webcraft, BF Digital and/or any other Credit Party may, in lieu of BFPH paying the amounts permitted to be paid as a Dividend pursuant to such Unrestricted Subsidiary is Sections, pay management fees to Holdings so long as all proceeds of the respective management fees are used by Holdings to make the payments which would be required to be made by it if such amount had been paid as a party theretoDividend pursuant to, and in accordance with the requirements of, Section 9.03(iii) or (vii), as the case may be; PROVIDED that such Unrestricted Subsidiary management fees shall be treated no more favorably thereunder than the manner in which alternative to and not duplicative of any Domestic Subsidiary of Silgan is treatedDividends paid (and permitted to be paid) pursuant to said subsections; (ii) Investments may be made to the extent permitted by Section 9.05; (iii) the transactions among Silgan entered into between Holdings and its Subsidiaries Subsidiaries, or between such Subsidiaries, shall be permitted to the extent that such transactions are otherwise not restricted expressly permitted by the terms of this Agreement or any other Credit Document and so long as no minority shareholder in any such Subsidiary that is party to any such transaction is otherwise an Affiliate of Silgan; (iii) the payment of reasonable and customary regular fees and granting of options, restricted stock or any other equity based awards to directors of Silgan who are not employees of Silgan or any of its Subsidiaries shall be permittedSection 9.02; (iv) Silgan customary fees may be paid to non-officer directors of Holdings and its Subsidiaries may sell raw materials to Subsidiaries and Unrestricted Subsidiaries for cash and at a price or prices that are no less than the price or prices that Silgan or such Subsidiaries pay for such raw materialsSubsidiaries; (v) Silgan Holdings and its Subsidiaries may provide general corporate(x) enter into employment arrangements with respect to the procurement of services with their respective officers and employees in the ordinary course of business, administrative and/or management services (y) suffer to exist employment agreements in existence on the Effective Date and (z) pay relocation expenses to their respective officers and employees in accordance with the past practices of Holdings and its Subsidiaries and Unrestricted Subsidiaries and, as in each case, may receive compensation thereforeffect on the Effective Date; (vi) Canadian Holdco BFPH and its Subsidiaries may provide general corporate, administrative and/or management services to Silgan Canada and may receive compensation thereforenter into the transactions contemplated by the Receivables Documents; (vii) Silgan existing transactions between Holdings, BFPH and Plastics may enter into franchise agreements with Silgan Canada their respective Subsidiaries and may receive compensation therefortheir Affiliates shall be permitted to the extent listed on Schedule XII; (viii) Wholly-Owned Foreign Subsidiaries of Silgan Holdings may provide general corporate, administrative and/or management services sell or issue Holdings Common Stock and Qualified Preferred Stock to its Affiliates (other Foreign Subsidiaries of Silgan than its Subsidiaries) and may receive compensation options and warrants exercisable therefor; (ix) Silgan the Subsidiaries of Holdings may make payments owing by them to Holdings in accordance with the provisions of any Tax Sharing Agreement; (x) any Borrower and any of its Subsidiaries may pay fees (including management, acquisition and other consulting fees) to BFPH or any U.S. Subsidiary Guarantor; (xi) the Recapitalization shall be permitted to the extent effected in accordance with the relevant requirements of Section 5.01(g); -116- (xii) Holdings and its Wholly-Owned Domestic Subsidiaries may enter into franchise agreements pay, on a quarterly basis, management fees to (i) THL and/or the THL Affiliates in an aggregate amount (for all such Persons taken together) not to exceed $250,000 in any fiscal quarter of Holdings and license agreements (ii) ECP and/or the ECP Affiliates in an aggregate amount (for all such Persons taken together) not to exceed $62,500 in any fiscal quarter of Holdings, in each case in accordance with the Sponsor Management Agreement, PROVIDED that if during any fiscal quarter of Holdings a Default or an Event of Default exists, only one-half of such fee for such fiscal quarter may be paid and the remaining one-half of such fee may be paid at such time as all Defaults and Events of Default have been cured or waived; (xiii) Holdings and its Subsidiaries may reimburse THL, THL Affiliates, ECP and/or the ECP Affiliates for their reasonable out-of-pocket expenses incurred by them in connection with performing management services to Holdings and its Subsidiaries; (xiv) Holdings and its Subsidiaries may pay one-time fees to THL, the THL Affiliates, ECP, the ECP Affiliates and/or Chancery Lane Capital LLC in connection with each Permitted Acquisition, such fees to be payable at the time of Silgan each such Permitted Acquisition and may receive compensation therefornot to exceed (for all fees paid pursuant to this clause (xiv)) 2.5% of the aggregate consideration paid by Holdings and its Subsidiaries for any such Permitted Acquisition; and (xxv) transactions among Silgan Holdings and its Subsidiaries in connection with may pay, on a Restructuring Transaction shall be permitted. Notwithstanding anything quarterly basis, consulting fees to the contrary contained above, this Section 9.06 shall not prohibit (i) the transfer of any assets, the making of any Dividends or the making of any Investments permitted Chancery Lane Capital LLC pursuant to Sections 9.02, 9.03, 9.04 and 9.05 or otherwise specifically permitted by the in accordance with terms of this Agreement or the Chancery Lane Consulting Agreement, so long as (iix) transactions such fees represent payments of ordinary course (I) compensation and expenses which would otherwise have been paid to employees of Holdings had not the employment arrangement of certain management of Holdings been restructured as a consulting arrangement and (II) overhead expenses associated with Affiliates the persons providing services to Holdings under the Chancery Lane Consulting Agreement, (Ay) approved by a majority of the disinterested members directors of Holdings determine that the amount of the Board fees payable under the Chancery Lane Consulting Agreement are not reasonably likely to exceed the aggregate amount of Directors (or an authorized committee thereofI) the compensation and expenses which would otherwise have been paid to employees of Silgan or, Holdings had not the employment arrangement of certain management of Holdings been restructured as a consulting arrangement and (II) the overhead expenses associated with the persons providing services to Holdings under the Chancery Lane Consulting Agreement and (z) any payments pursuant to this clause (xv) result in a commensurate reduction to the extent amount of Dividends which would otherwise have been paid to Holdings pursuant to Section 9.03(vii); and (xvi) the performance of (including the payment of fees and other amounts pursuant to) the Transition Services Agreements in accordance with the terms thereof. PROVIDED that any transaction (other than as described in clauses (i), (ii), (iii), (vi), (vii), (ix), (x), (xi), (xii), (xiv), (xv) and (xvi) above) between and among the aforementioned parties with a value in excess of such transaction is less than (A) $50,000,000, by 2,500,000 shall only be permitted if a majority of the Board disinterested directors of Directors (or an authorized committee thereof) of Silgan or Holdings approve the transaction and (B) for which Silgan or its respective Subsidiary delivers $30,000,000 shall only be permitted if the parties thereto provide a fairness opinion from a Person, and in form and substance, satisfactory -117- to the Administrative Agent a written opinion of an unaffiliated nationally recognized investment banking firm stating that such transaction is fair to Silgan or such Subsidiary from a financial point of view; Agent. Except as otherwise expressly provided that if the value of any such transaction not otherwise permitted under in clauses (ixii) through (vixvi) of the first paragraph of this Section 9.06 exceeds $100,000,0009.06, then the foregoing determination must in no event shall any management or similar fees be made in the manner provided in clause paid or payable by Holdings or any of its Subsidiaries to any Affiliate (B) aboveother than BFPH or any U.S. Subsidiary Guarantor).

Transactions with Affiliates and Unrestricted Subsidiaries. None of the Borrowers will, nor will it permit any of its Subsidiaries to, enter into any transaction or series of related transactions, whether or not in the ordinary course of business, with any Affiliate or Unrestricted Subsidiary of such Borrower, other than on terms and conditions substantially as favorable to such Borrower or such Subsidiary as would be obtainable by such Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided that: : (i) each of Silgan and its Domestic Subsidiaries and Unrestricted Subsidiaries may execute, deliver and perform their obligations under the Tax Sharing Agreement; provided, however, to the extent that any such Unrestricted Subsidiary is a party thereto, such Unrestricted Subsidiary shall be treated no more favorably thereunder than the manner in which any Domestic Subsidiary of Silgan is treated; ; (ii) transactions among Silgan and its Subsidiaries shall be permitted to the extent that such transactions are otherwise not restricted by the terms of this Agreement or any other Credit Document and so long as no minority shareholder in any such Subsidiary that is party to any such transaction is otherwise an Affiliate of Silgan; ; (iii) the payment of reasonable and customary regular fees and granting of options, restricted stock or any other equity based awards to directors of Silgan who are not employees of Silgan or any of its Subsidiaries shall be permitted; ; (iv) Silgan and its Subsidiaries may sell raw materials to Subsidiaries and Unrestricted Subsidiaries for cash and at a price or prices that are no less than the price or prices that Silgan or such Subsidiaries pay for such raw materials; ; (v) Silgan and its Subsidiaries may provide general corporate, administrative and/or management services to its Subsidiaries and Unrestricted Subsidiaries and, in each case, may receive compensation therefor; ; (vi) Canadian Holdco may provide general corporate, administrative and/or management services to Silgan Canada and may receive compensation therefor; ; (vii) Silgan and Plastics may enter into franchise agreements with Silgan Canada and may receive compensation therefor; (viii) Wholly-Owned Foreign Subsidiaries of Silgan may provide general corporate, administrative and/or management services to other Foreign Subsidiaries of Silgan and may receive compensation therefor; (ix) Silgan and its Wholly-Owned Domestic Subsidiaries may enter into franchise agreements and license agreements with Subsidiaries of Silgan and may receive compensation therefor; and (x) transactions among Silgan and its Subsidiaries in connection with a Restructuring Transaction shall be permitted. Notwithstanding anything to the contrary contained above, this Section 9.06 shall not prohibit (i) the transfer of any assets, the making of any Dividends or the making of any Investments permitted pursuant to Sections 9.02, 9.03, 9.04 and 9.05 or otherwise specifically permitted by the terms of this Agreement or (ii) transactions with Affiliates (A) approved by a majority of the disinterested members of the Board of Directors (or an authorized committee thereof) of Silgan or, to the extent that the value of such transaction is less than $50,000,000, by a majority of the Board of Directors (or an authorized committee thereof) of Silgan or (B) for which Silgan or its respective Subsidiary delivers to the Administrative Agent a written opinion of an unaffiliated nationally recognized investment banking firm stating that such transaction is fair to Silgan or such Subsidiary from a financial point of view; provided that if the value of any such transaction not otherwise permitted under clauses (i) through (vi) of the first paragraph of this Section 9.06 exceeds $100,000,000, then the foregoing determination must be made in the manner provided in clause (B) above.165 150546217_8170136845_8

Transactions with Affiliates and Unrestricted Subsidiaries. None of the Borrowers willNo Credit Agreement Party shall, nor will it or shall permit any of its Subsidiaries to, enter into any transaction or series of related transactionstransactions with any Affiliate of such Credit Agreement Party or any of its Subsidiaries or any of its Unrestricted Subsidiaries, whether or not other than in the ordinary course of business, with any Affiliate or Unrestricted Subsidiary of such Borrower, other than business and on terms and conditions substantially as favorable to such Borrower Credit Agreement Party or such Subsidiary as would reasonably be obtainable obtained by such Borrower Credit Agreement Party or such Subsidiary at the that time in a comparable arm’s arm's-length transaction with a Person other than an Affiliate; provided , except that: (i) each of Silgan Dividends may be paid to the extent provided in Section 9.03 or, at any time and its Domestic Subsidiaries and Unrestricted Subsidiaries may execute, deliver and perform their obligations under the Tax Sharing Agreement; provided, however, to the extent that any Dividend is permitted to be paid by BFPH or any Holdings Acquired Subsidiary to Holdings pursuant Section 9.03(iii) or (vii), BFPH, Treasure Chest, Webcraft, BF Digital and/or any other Credit Party may, in lieu of BFPH or any Holdings Acquired Subsidiary paying the amounts permitted to be paid as a Dividend pursuant to such Unrestricted Subsidiary is Sections, pay management fees to Holdings so long as all proceeds of the respective management fees are used by Holdings to make the payments which would be required to be made by it if such amount had been paid as a party theretoDividend pursuant to, and in accordance with the requirements of, Section 9.03(iii) or (vii), as the case may be; PROVIDED that such Unrestricted Subsidiary management fees shall be treated no more favorably thereunder than the manner in which alternative to and not duplicative of any Domestic Subsidiary of Silgan is treatedDividends paid (and permitted to be paid) pursuant to said subsections; (ii) Investments may be made to the extent permitted by Section 9.05; (iii) the transactions among Silgan entered into between Holdings and its Subsidiaries Subsidiaries, or between such Subsidiaries, shall be permitted to the extent that such transactions are otherwise not restricted expressly permitted by the terms of this Agreement or any other Credit Document and so long as no minority shareholder in any such Subsidiary that is party to any such transaction is otherwise an Affiliate of Silgan; (iii) the payment of reasonable and customary regular fees and granting of options, restricted stock or any other equity based awards to directors of Silgan who are not employees of Silgan or any of its Subsidiaries shall be permittedSection 9.02; (iv) Silgan customary fees may be paid to non-officer directors of Holdings and its Subsidiaries may sell raw materials to Subsidiaries and Unrestricted Subsidiaries for cash and at a price or prices that are no less than the price or prices that Silgan or such Subsidiaries pay for such raw materialsSubsidiaries; (v) Silgan Holdings and its Subsidiaries may provide general corporate(x) enter into employment arrangements with respect to the procurement of services with their respective officers and employees in the ordinary course of business, administrative and/or management services (y) suffer to exist employment agreements in existence on the Original Effective Date and (z) pay relocation expenses to their respective officers and employees in accordance with the past practices of BFPH and its Subsidiaries and Unrestricted Subsidiaries and, as in each case, may receive compensation thereforeffect on the Original Effective Date; (vi) Canadian Holdco BFPH and its Subsidiaries may provide general corporate, administrative and/or management services to Silgan Canada and may receive compensation thereforenter into the transactions contemplated by the Receivables Documents; (vii) Silgan existing transactions between Holdings, BFPH and Plastics may enter into franchise agreements with Silgan Canada their respective Subsidiaries and may receive compensation therefortheir Affiliates shall be permitted to the extent listed on Schedule XII; (viii) Wholly-Owned Foreign Subsidiaries of Silgan Holdings may provide general corporate, administrative and/or management services sell or issue Holdings Common Stock and Qualified Preferred Stock to its Affiliates (other Foreign Subsidiaries of Silgan than its Subsidiaries) and may receive compensation options and warrants exercisable therefor; (ix) Silgan and its Wholly-Owned Domestic Subsidiaries may enter into franchise agreements and license agreements with the Subsidiaries of Silgan and Holdings may receive compensation thereformake payments owing by them to Holdings in accordance with the provisions of any Tax Sharing Agreement; and (x) transactions among Silgan any Borrower and any of its Subsidiaries may pay fees (including management, acquisition and other consulting fees) to any U.S. Borrower or any U.S. Subsidiary Guarantor; PROVIDED that, any transaction (other than as described in connection clauses (i), (ii), (iii) and (vi) above) between and among the aforementioned parties with a Restructuring Transaction shall be permitted. Notwithstanding anything to the contrary contained above, this Section 9.06 shall not prohibit (i) the transfer value in excess of any assets, the making of any Dividends or the making of any Investments permitted pursuant to Sections 9.02, 9.03, 9.04 and 9.05 or otherwise specifically permitted by the terms of this Agreement or (ii) transactions with Affiliates (A) approved by $2,500,000 shall only be permitted if a majority of the disinterested members directors of Holdings approve the Board of Directors (or an authorized committee thereof) of Silgan or, to the extent that the value of such transaction is less than $50,000,000, by a majority of the Board of Directors (or an authorized committee thereof) of Silgan or and (B) for which Silgan or its respective Subsidiary delivers $30,000,000 shall only be permitted if the parties thereto provide a fairness opinion from a Person, and in form and substance, satisfactory to the Administrative Agent a written opinion of an unaffiliated nationally recognized investment banking firm stating that such transaction is fair to Silgan or such Subsidiary from a financial point of view; provided that if the value of any such transaction not Agent. Except as otherwise permitted under clauses (i) through (vi) of the first paragraph of by this Section 9.06 exceeds $100,000,0009.06, then the foregoing determination must in no event shall any management or similar fees be made in the manner provided in clause paid or payable by Holdings or any of its Subsidiaries to any Affiliate (B) aboveother than BFPH, any U.S. Borrower or any U.S. Subsidiary Guarantor).

Transactions with Affiliates and Unrestricted Subsidiaries. None of the Borrowers willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, enter into any transaction or series of related transactionstransactions with any Affiliate of the Borrower or any of its Subsidiaries or any of its Unrestricted Subsidiaries, whether or not other than in the ordinary course of business, with any Affiliate or Unrestricted Subsidiary of such Borrower, other than business and on terms and conditions substantially as favorable to such the Borrower or such Subsidiary as would reasonably be obtainable obtained by such the Borrower or such Subsidiary at the that time in a comparable arm’s arm's-length transaction with a Person other than an Affiliate; provided , except that: (i) each of Silgan and its Domestic Subsidiaries and Unrestricted Subsidiaries Dividends may execute, deliver and perform their obligations under the Tax Sharing Agreement; provided, however, be paid to the extent that any such Unrestricted Subsidiary is a party thereto, such Unrestricted Subsidiary shall be treated no more favorably thereunder than the manner provided in which any Domestic Subsidiary of Silgan is treatedSection 9.03; (ii) Investments may be made to the extent permitted by Section 9.05; (iii) the transactions among Silgan entered into between the Borrower and its Subsidiaries Subsidiaries, or between such Subsidiaries, shall be permitted to the extent that such transactions are otherwise not restricted expressly permitted by the terms of this Agreement or any other Credit Document and so long as no minority shareholder in any such Subsidiary that is party to any such transaction is otherwise an Affiliate of Silgan; (iii) the payment of reasonable and customary regular fees and granting of options, restricted stock or any other equity based awards to directors of Silgan who are not employees of Silgan or any of its Subsidiaries shall be permittedSection 9.02; (iv) Silgan customary fees may be paid to non-officer directors of the Borrower and its Subsidiaries may sell raw materials to Subsidiaries and Unrestricted Subsidiaries for cash and at a price or prices that are no less than the price or prices that Silgan or such Subsidiaries pay for such raw materialsSubsidiaries; (v) Silgan the Borrower and its Subsidiaries may provide general corporate(x) enter into employment arrangements with respect to the procurement of services with their respective officers and employees in the ordinary course of business, administrative and/or management services (y) suffer to its Subsidiaries exist employment agreements in existence on the Initial Borrowing Date and Unrestricted Subsidiaries and, (z) pay relocation expenses to their respective officers and employees in each case, may receive compensation thereforaccordance with past practices of the Borrower or such Subsidiary as in effect on the Effective Date; (vi) Canadian Holdco the Borrower and its Subsidiaries may provide general corporate, administrative and/or management services to Silgan Canada and may receive compensation thereforenter into the transactions contemplated by the Receivables Documents; (vii) Silgan existing transactions between the Borrower and Plastics may enter into franchise agreements with Silgan Canada its Subsidiaries and may receive compensation therefortheir Affiliates shall be permitted to the extent listed on Schedule XII; (viii) Wholly-Owned Foreign Subsidiaries of Silgan the Borrower may provide general corporate, administrative and/or management services sell or issue Borrower Common Stock and Qualified Preferred Stock to its Affiliates (other Foreign Subsidiaries of Silgan than its Subsidiaries) and may receive compensation options and warrants exercisable therefor; (ix) Silgan and its Wholly-Owned Domestic Subsidiaries may enter into franchise agreements and license agreements with the Subsidiaries of Silgan and the Borrower may receive compensation thereformake payments owing by them to the Borrower in accordance with the provisions of any Tax Sharing Agreement; and (x) transactions among Silgan the Borrower and its Subsidiaries may pay fees (including management, acquisition and other consulting fees) to the Borrower or any Subsidiary Guarantor; provided that, any transaction (other than as described in connection clauses (i), (ii), (iii) and (vi) above and except in the case of transactions with Portfolio Companies in the ordinary course of business) between and among the aforementioned parties with a Restructuring Transaction shall be permitted. Notwithstanding anything to the contrary contained above, this Section 9.06 shall not prohibit (i) the transfer value in excess of any assets, the making of any Dividends or the making of any Investments permitted pursuant to Sections 9.02, 9.03, 9.04 and 9.05 or otherwise specifically permitted by the terms of this Agreement or (ii) transactions with Affiliates (A) approved by $1,000,000 shall only be permitted if a majority of the disinterested members directors of the Board of Directors (or an authorized committee thereof) of Silgan or, to Borrower approve the extent that the value of such transaction is less than $50,000,000, by a majority of the Board of Directors (or an authorized committee thereof) of Silgan or and (B) for which Silgan or its respective Subsidiary delivers $20,000,000 shall only be permitted if the parties thereto provide a fairness opinion from a Person, and in form and substance, satisfactory to the Administrative Agent a written opinion of an unaffiliated nationally recognized investment banking firm stating that such transaction is fair to Silgan or such Subsidiary from a financial point of view; provided that if Agent. Without limiting the value of any such transaction not otherwise permitted under clauses (i) through (vi) of the first paragraph foregoing provisions of this Section 9.06 exceeds $100,000,0009.06, then in no event shall any management or similar fees be paid or payable by the foregoing determination must be made in Borrower or any of its Subsidiaries to any Affiliate (other than the manner provided in clause (B) aboveBorrower or any Subsidiary Guarantor).

Transactions with Affiliates and Unrestricted Subsidiaries. None of the Borrowers will, nor will it permit any of its Subsidiaries to, enter into any transaction or series of related transactions, whether or not in the ordinary course of business, with any Affiliate or Unrestricted Subsidiary of such Borrower, other than on terms and conditions substantially as favorable to such Borrower or such Subsidiary as would be obtainable by such Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; , provided that: (i) each of Silgan and its Domestic Subsidiaries and Unrestricted Subsidiaries may execute, deliver and perform their obligations under the Tax Sharing Agreement; provided, however, to the extent that any such Unrestricted Subsidiary is a party thereto, such Unrestricted Subsidiary shall be treated no more favorably thereunder than the manner in which any Domestic Subsidiary of Silgan is treated; (ii) transactions among Silgan and its Subsidiaries shall be permitted to the extent that such transactions are otherwise not restricted by the terms of this Agreement or any other Credit Document and so long as no minority shareholder in any such Subsidiary that is party to any such transaction is otherwise an Affiliate of Silgan; (iii) the payment of reasonable and customary regular fees and granting of options, restricted stock or any other equity based awards to directors of Silgan who are not employees of Silgan or any of its Subsidiaries shall be permitted; (iv) Silgan and its Subsidiaries may sell raw materials to Subsidiaries and Unrestricted Subsidiaries for cash and at a price or prices that are no less than the price or prices that Silgan or such Subsidiaries pay for such raw materials; (v) Silgan and its Subsidiaries may provide general corporate, administrative and/or management services to its Subsidiaries and Silgan and its Subsidiaries may provide such services to Unrestricted Subsidiaries and, in each case, may receive compensation therefor; (vi) Canadian Holdco may provide general corporate, administrative and/or management services to Silgan Canada and may receive compensation therefor; (vii) Silgan and Plastics may enter into franchise agreements with Silgan Canada and may receive compensation therefor; (viii) Wholly-Owned Foreign Subsidiaries of Silgan may provide general corporate, administrative and/or management services to other Foreign Subsidiaries of Silgan and may receive compensation therefor;; and (ix) Silgan and its Wholly-Owned Domestic Subsidiaries may enter into franchise agreements and license agreements with Subsidiaries of Silgan and may receive compensation therefor; and (x) transactions among Silgan and its Subsidiaries in connection with a Restructuring Transaction shall be permitted. Notwithstanding anything to the contrary contained above, this Section 9.06 8.06 shall not prohibit (i) the transfer of any assets, the making of any Dividends or the making of any Investments permitted pursuant to Sections 9.028.02, 9.038.03, 9.04 8.04 and 9.05 8.05 or otherwise specifically permitted by the terms of this Agreement or (ii) transactions with Affiliates (A) approved by a majority of the disinterested members of the Board of Directors (or an authorized committee thereof) of Silgan or, to the extent that the value of such transaction is less than $50,000,00020,000,000, by a majority of the Board of Directors (or an authorized committee thereof) of Silgan or (B) for which Silgan or its respective Subsidiary delivers to the Administrative Agent a written opinion of an unaffiliated nationally recognized investment banking firm stating that such transaction is fair to Silgan or such Subsidiary from a financial point of view; , provided that if the value of any such transaction not otherwise permitted under clauses (i) through (vi) of the first paragraph of this Section 9.06 8.06 exceeds $100,000,00050,000,000, then the foregoing determination must be made in the manner provided in clause (B) above.

Transactions with Affiliates and Unrestricted Subsidiaries. None of the Borrowers willNo Credit Agreement Party shall, nor will it or shall permit any of its Subsidiaries to, enter into any transaction or series of related transactionstransactions with any Affiliate of such Credit Agreement Party or any of its Subsidiaries or any of its Unrestricted Subsidiaries, whether or not other than in the ordinary course of business, with any Affiliate or Unrestricted Subsidiary of such Borrower, other than business and on terms and conditions substantially as favorable to such Borrower Credit Agreement Party or such Subsidiary as would reasonably be obtainable obtained by such Borrower Credit Agreement Party or such Subsidiary at the that time in a comparable arm’s arm's-length transaction with a Person other than an Affiliate; provided , except that: (i) each of Silgan and its Domestic Subsidiaries and Unrestricted Subsidiaries Dividends may execute, deliver and perform their obligations under the Tax Sharing Agreement; provided, however, be paid to the extent that any such Unrestricted Subsidiary is a party thereto, such Unrestricted Subsidiary shall be treated no more favorably thereunder than the manner provided in which any Domestic Subsidiary of Silgan is treatedSection 9.03; (ii) Investments may be made to the extent permitted by Section 9.05; (iii) loans may be made and other transactions among Silgan entered into between the Canadian Parent and its Subsidiaries Subsidiaries, or between such Subsidiaries, shall be permitted to the extent that such transactions are otherwise not restricted expressly permitted by the terms of this Agreement Sections 9.02 or any other Credit Document and so long as no minority shareholder in any such Subsidiary that is party to any such transaction is otherwise an Affiliate of Silgan; (iii) the payment of reasonable and customary regular fees and granting of options, restricted stock or any other equity based awards to directors of Silgan who are not employees of Silgan or any of its Subsidiaries shall be permitted9.04; (iv) Silgan customary fees may be paid to directors of the Canadian Parent and its Subsidiaries Subsidiaries, and expenses incurred by such directors may sell raw materials to Subsidiaries be reimbursed, in each case, by the Canadian Parent and Unrestricted Subsidiaries for cash and at a price or prices that are no less than the price or prices that Silgan or such Subsidiaries pay for such raw materialsits Subsidiaries; (v) Silgan the Canadian Parent and its Subsidiaries may provide general corporate(x) enter into and perform employment and severance arrangements with respect to the procurement of services with their respective officers and employees, administrative and/or management services (y) suffer to its exist and perform employment and severance agreements in existence on the Escrow Release Date and (z) pay relocation expenses or make relocation loans in the ordinary course of business, in each case to their respective officers and employees; (vi) Qualified Obligors (other than Finance Corp.) and Intercompany Receivables Subsidiaries may enter into the transactions contemplated by the Intercompany Receivables Documents; (vii) the Canadian Parent may sell or issue (x) Canadian Parent Common Shares and Unrestricted Subsidiaries andoptions, rights and warrants exercisable therefor and (y) Qualified Preferred Stock, in each case, may receive compensation therefor; to its Affiliates (vi) Canadian Holdco may provide general corporate, administrative and/or management services to Silgan Canada and may receive compensation therefor; (vii) Silgan and Plastics may enter into franchise agreements with Silgan Canada and may receive compensation thereforother than its Subsidiaries); (viii) Wholly-Owned Foreign the Canadian Parent and its Subsidiaries may make payments owing by them to each other in accordance with the provisions of Silgan may provide general corporate, administrative and/or management services to other Foreign Subsidiaries of Silgan and may receive compensation thereforany intercompany Tax Sharing Agreement amongst them; (ix) Silgan the Borrower and any of its Wholly-Owned Domestic Subsidiaries may enter into franchise agreements pay fees (including management, acquisition and license agreements with Subsidiaries other consulting fees) to any Qualified Obligor (other than Finance Corp.); (x) so long as no Default or Event of Silgan and Default then exists or would exist after giving effect to any payment contemplated by this clause (x), the Canadian Parent may receive compensation thereforpay a monitoring fee to Greenwich Street Capital Partners II, L.P. in an aggregate amount not to exceed $500,000 in any fiscal year of the Canadian Parent; and (xxi) transactions among Silgan and its Subsidiaries in connection with a Restructuring the Transaction shall be permitted. Notwithstanding anything to the contrary contained above, this Section 9.06 shall not prohibit (i) the transfer of any assets, the making of any Dividends or the making of any Investments permitted pursuant to Sections 9.02, 9.03, 9.04 and 9.05 or otherwise specifically permitted by the terms of this Agreement or (ii) transactions with Affiliates (A) approved by a majority of the disinterested members of the Board of Directors (or an authorized committee thereof) of Silgan or, to the extent that the value of such transaction is less than $50,000,000, by a majority of the Board of Directors (or an authorized committee thereof) of Silgan or (B) for which Silgan or its respective Subsidiary delivers to the Administrative Agent a written opinion of an unaffiliated nationally recognized investment banking firm stating that such transaction is fair to Silgan or such Subsidiary from a financial point of view; provided that if the value of that, any such transaction not otherwise permitted under (other than as described in clauses (i) through (vixi), inclusive, above) between and among the aforementioned parties with a value in excess of (A) $5,000,000 shall only be permitted if a majority of the first paragraph disinterested directors of this Section 9.06 exceeds $100,000,000, then the foregoing determination must be made in Canadian Parent approve the manner provided in clause transaction and (B) above$50,000,000 shall only be permitted if the parties thereto provide a fairness opinion from a Person, and in form and substance, reasonably satisfactory to the Agents.

Transactions with Affiliates and Unrestricted Subsidiaries. None of the The Borrowers willwill not, nor and will it not permit any of its their respective Restricted Subsidiaries to, enter into any transaction or series of related transactionstransactions with any Affiliate of INTERCO or any of its Subsidiaries or any of its Unrestricted Subsidiaries, whether or not other than in the ordinary course of business, with any Affiliate or Unrestricted Subsidiary of such Borrower, other than business and on terms and conditions substantially as favorable to such Borrower the Borrowers or such Restricted Subsidiary as would reasonably be obtainable obtained by such Borrower the Borrowers or such Restricted Subsidiary at the that time in a comparable arm’s arm's-length transaction with a Person other than an Affiliate; provided , except that: (i) each of Silgan and its Domestic Subsidiaries and Unrestricted Subsidiaries Dividends may execute, deliver and perform their obligations under the Tax Sharing Agreement; provided, however, be paid to the extent that any such Unrestricted Subsidiary is a party thereto, such Unrestricted Subsidiary shall be treated no more favorably thereunder than the manner provided in which any Domestic Subsidiary of Silgan is treatedSection 9.03; (ii) Investments may be made to the extent permitted by Section 9.05; (iii) the transactions among Silgan entered into between the Borrowers and its their Subsidiaries shall be permitted to the extent that such transactions are otherwise not restricted expressly permitted by the terms of this Agreement or any other Credit Document and so long as no minority shareholder in any such Subsidiary that is party to any such transaction is otherwise an Affiliate of Silgan; (iii) the payment of reasonable and customary regular fees and granting of options, restricted stock or any other equity based awards to directors of Silgan who are not employees of Silgan or any of its Subsidiaries shall be permittedSection 9.02; (iv) Silgan customary fees may be paid to non-officer directors of the Borrowers and its Subsidiaries may sell raw materials to Subsidiaries and Unrestricted Subsidiaries for cash and at a price or prices that are no less than the price or prices that Silgan or such Subsidiaries pay for such raw materialstheir Restricted Subsi- diaries; (v) Silgan INTERCO and its Restricted Subsidiaries may provide general corporate, administrative and/or management enter into employment arrangements with respect to the procurement of services to its Subsidiaries with their respective officers and Unrestricted Subsidiaries and, employees in each case, may receive compensation thereforthe ordinary course of business; (vi) Canadian Holdco the Borrowers and their respective Restricted Subsidiaries may provide general corporate, administrative and/or management services make (x) capital contributions to Silgan Canada and may receive compensation thereforany of their respective Restricted Subsidiaries which is a Credit Party or (y) capital contributions of accounts receivable to the Receivables Subsidiary in accordance with the Receivables Documents; (vii) Silgan so long as no Default or Event of Default exists, or would result therefrom, INTERCO shall be permitted to pay management fees to Apollo Advisors, L.P. pursuant to the Apollo Management Agreement, provided, that, such fees shall not exceed $650,000 in any Fiscal Year and Plastics may enter into franchise agreements with Silgan Canada and may receive compensation thereforno amendment adverse to the interests of the Banks shall be made to the Apollo Management Agreement without the consent of the Administrative Agent; (viii) Wholly-Owned Foreign existing transactions between INTERCO and its Subsidiaries of Silgan may provide general corporate, administrative and/or management services and their Affiliates shall be permitted to other Foreign Subsidiaries of Silgan and may receive compensation thereforthe extent listed on Schedule XI; (ix) Silgan INTERCO may sell or issue INTERCO Common Stock and Qualified Preferred Stock to its Wholly-Owned Domestic Subsidiaries may enter into franchise agreements and license agreements with Subsidiaries of Silgan and may receive compensation thereforAffiliates (other than its Subsidiaries); and (x) transactions among Silgan and its Subsidiaries INTERCO may modify the Tax Sharing Agreement as provided in connection with a Restructuring Transaction Section 9.11(c). Except as specifically provided above, no management or similar fees shall be permittedpaid or payable by INTERCO or any of its Restricted Subsidiaries to any Affiliate (other than INTERCO). Notwithstanding anything contained in the foregoing to the contrary contained abovecontrary, this Section 9.06 any transactions between and among INTERCO and/or Restricted Subsidiaries on the one hand and any of their respective Affiliates (excluding INTERCO and its Restricted Subsidiaries) on the other hand, shall be arm's length transactions and on terms and conditions at least as favorable to INTERCO and/or such Restricted Subsidiaries as the terms and conditions which would apply to a similar transaction on an arm's length basis with a Person that is not prohibit an Affiliate; provided, that, any transaction (other than as described in clauses (i) the transfer of any assets), the making of any Dividends or the making of any Investments permitted pursuant to Sections 9.02, 9.03, 9.04 and 9.05 or otherwise specifically permitted by the terms of this Agreement or (ii), (iii) transactions and (vi) above) between and among the aforementioned parties with Affiliates (A) approved by a value in excess of $1,000,000 shall only be permitted if a majority of the disinterested members directors of INTERCO approve the Board of Directors (or an authorized committee thereof) of Silgan or, to the extent that the value of such transaction is less than $50,000,000, by a majority of the Board of Directors (or an authorized committee thereof) of Silgan or (B) for which Silgan or its respective Subsidiary delivers to the Administrative Agent a written opinion of an unaffiliated nationally recognized investment banking firm stating that such transaction is fair to Silgan or such Subsidiary from a financial point of view; provided that if the value of any such transaction not otherwise permitted under clauses (i) through (vi) of the first paragraph of this Section 9.06 exceeds $100,000,000, then the foregoing determination must be made in the manner provided in clause (B) abovetransaction.