Common use of Use of Proceeds; Margin Regulations Clause in Contracts

Use of Proceeds; Margin Regulations. (a) All proceeds of the Term Loans incurred on the Effective Date shall be used (i) to refinance amounts owing pursuant to the Existing Credit Agreement, and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (A) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted herein. (b) The proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loans. (c) No part of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a whole. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System.

Use of Proceeds; Margin Regulations. (a) All The proceeds of the Tranche B Term Loans incurred and the Tranche C Term Loans shall be utilized by the U.S. Borrower and the Bermuda Borrower, respectively, on the Restatement Effective Date shall be used (i) solely to refinance amounts owing pursuant to finance the Existing Credit Agreement, Refinancing and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition and (ii) to pay the fees and expenses incurred in connection with the TransactionsTransaction. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (any purpose permitted under this Agreement, including, without limitation, (Ai) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (Cii) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case accordance with the terms of this Agreement and to prepay outstanding ABL Loans in accordance with the extent terms of the ABL Credit Agreement and (iii) for the purposes permitted hereinIncremental Term Loan Borrowers’ and their respective Subsidiaries’ ongoing working capital requirements and general corporate purposes. (b) The proceeds At the time of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of Credit Event occurring on or after the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of DividendsRestatement Effective Date, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loans. (c) No part of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The aggregate value of all Margin Stock (other than treasury stock) owned by the U.S. Borrower and its Subsidiaries (for such purpose, using the initial purchase price paid by the U.S. Borrower or such Subsidiary for the respective shares of Margin Stock) does not exceed $10,000,000. In addition, at the time of each Credit Event occurring on or after the Restatement Effective Date, the value of the Margin Stock at any time owned by Silgan the U.S. Borrower and its Subsidiaries does not, and will not, not exceed 25% of the value of the assets of Silgan the U.S. Borrower and its Subsidiaries taken as a whole. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations Regulation T, Regulation U or X of the Board of Governors of the Federal Reserve System.Regulation X.

Use of Proceeds; Margin Regulations. (a) All The proceeds of the Tranche B-2 Term Loans incurred and the Tranche C-2 Term Loans shall be utilized by the U.S. Borrower and the Bermuda Borrower, respectively, on the Amendment No. 4 Effective Date shall be used (i) solely to refinance amounts owing pursuant to finance the Existing Credit Agreement, Refinancing and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used therewith and for general corporate purposes (i) to finance the Specified Acquisition and (ii) to pay the fees and expenses incurred in connection with the Transactionsincluding, without limitation, Permitted Acquisitions). All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (any purpose permitted under this Agreement, including, without limitation, (Ai) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (Cii) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case accordance with the terms of this Agreement and to prepay outstanding ABL Loans in accordance with the extent terms of the ABL Credit Agreement and (iii) for the purposes permitted hereinIncremental Term Loan Borrowers’ and their respective Subsidiaries’ ongoing working capital requirements and general corporate purposes. (b) The proceeds At the time of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of Credit Event occurring on or after the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of DividendsAmendment No. 4 Effective Date, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loans. (c) No part of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The aggregate value of all Margin Stock at any time (other than treasury stock) owned by Silgan the U.S. Borrower and its Subsidiaries (for such purpose, using the initial purchase price paid by the U.S. Borrower or such Subsidiary for the respective shares of Margin Stock) does not, and will not, not exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a whole$10,000,000. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations Regulation T, Regulation U or X of the Board of Governors of the Federal Reserve System.Regulation X.

Use of Proceeds; Margin Regulations. (a) All The proceeds of the ----------------------------------- all Term Loans incurred on the Effective Date shall be used utilized to finance the Acquisitions, to effect the Refinancing, to retire Existing Warrants, to repurchase outstanding shares of preferred stock of the Borrower having an aggregate liquidation preference of $130,164 for an aggregate purchase price equal to such liquidation preference plus accrued dividends of $12,131 (the "Preferred Repurchase") and to pay certain fees and expenses relating to the Transaction (all of the foregoing, collectively, the "Specified Purposes"). (i) to refinance amounts owing pursuant to the Existing Credit Agreement, and (ii) to pay the fees and expenses incurred in connection with the Transactions. All The proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term RF Loans incurred by Silgan and each other Incremental Term Loan Borrower shall may be used for working capital and other general corporate purposes capital expenditure requirements (including, without limitation, (A) including to finance Permitted Acquisitions (CLEC Expenditures), to effect the Preferred Repurchase and to pay retire Existing Warrants and, on and after the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereonB Utilization Date, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted herein. (b) The proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline LoansPermitted Acquisitions. (c) No part The proceeds of any Credit Event (or the proceeds thereof) will AF Loans may only be used by any Borrower or any Subsidiary thereof (x) to purchase or carry any Margin Stock or finance capital expenditure requirements and Permitted Acquisitions and/or (y) to extend credit to others for the purpose of purchasing or carrying any Margin Stock except repay RF Loans to the extent permitted by Section 9.03(iv). The value that the proceeds of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a whole. such RF Loans had been used to finance capital expenditure requirements and/or Permitted Acquisitions. (d) Neither the making of any Loan hereunder, nor the use of the proceeds thereof nor the occurrence of any other Credit Event thereof, will violate or be inconsistent with the provisions of Regulations Regulation G, T, U or X of the Board of Governors of the Federal Reserve SystemSystem and no part of the proceeds of any Loan will be used to purchase or carry any Margin Stock or to extend credit for the purpose of purchasing or carrying any Margin Stock, provided that proceeds of AF Loans may be utilized to purchase Margin Stock if (A) such purchase (x) is pursuant to a Permitted Acquisition of the Person issuing such Margin Stock and (y) is effected pursuant to a friendly transaction (as determined by the Agents) not in violation of such Regulations G, T, U or X and (B) at no time shall the market value of all Margin Stock held by the Borrower and its Subsidiaries exceed 25% of the consolidated total assets of the Borrower subject to Sections 7.02 and 7.03.

Use of Proceeds; Margin Regulations. (a) All proceeds of the Initial Term Loans incurred funded on the Original Closing Date were used by the Borrower (i) to consummate the refinancing of the Indebtedness described in clause (iii) of the definition of “Transactions”, (ii) to finance a portion of the Closing Date Acquisition, (iii) to finance the other Transactions and to pay the Transaction Costs, in each case, on the Original Closing Date, and (iv) for the working capital and other general corporate purposes (including Permitted Acquisitions, Investments, capital expenditures and Restricted Payments) of the Borrower and its Restricted Subsidiaries. (b) All proceeds of the Initial Term Loans funded on the Restatement Effective Date shall will be used by the Borrower (i) to finance a portion of the Restatement Effective Date Acquisition, (ii) to consummate the refinancing of the indebtedness described in clause (vi) of the definition of “Transactions”, (iii) to finance the other Transactions occurring on the Restatement Effective Date and pay Transaction Costs on the Restatement Effective Date and (iv) for the working capital and other general corporate purposes of the Borrower and its Restricted Subsidiaries. (c) All proceeds of the Revolving Loans will be used (i) to refinance amounts owing pursuant with respect to the Existing Credit Agreement, and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred Revolving Loans funded on the Delayed Draw Funding Date shall be used Original Closing Date, (ix) to finance the Specified Acquisition Transactions and (ii) to pay the fees Transaction Costs, in each case, on the Original Closing Date, (y) to backstop or replace letters of credit outstanding under the indebtedness of Consolidated Construction and expenses incurred in connection with its Subsidiaries which was refinanced on the Transactions. All proceeds of Incremental Term Loans incurred by Silgan Original Closing Date, and each other Incremental Term Loan Borrower shall be used (z) for working capital and other general corporate purposes (includingincluding Permitted Acquisitions, without limitationInvestments, capital expenditures and Restricted Payments), (Aii) with respect to the Revolving Loans funded on the Restatement Effective Date, (x) to finance Permitted Acquisitions (the Transactions and to pay the fees Transaction Costs, in each case on the Restatement Effective Date, and expenses related thereto(y) for working capital and to refinance any Indebtedness assumed as part of any such other general corporate purposes (including Permitted Acquisitions (Acquisitions, Investments, capital expenditures and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related theretoRestricted Payments) and (Ciii) to prepay outstanding Revolving Loans and/or Swingline Loansafter the Restatement Effective Date, for working capital and other general corporate purposes (including Permitted Acquisitions, Investments, capital expenditures and Restricted Payments and other transactions not prohibited by the Loan Documents), in each case of the Borrower and its Restricted Subsidiaries. (d) All proceeds of Incremental Term Loans will be used for the working capital and other general corporate purposes (including Permitted Acquisitions, Investments, capital expenditures and Restricted Payments) of the Borrower and its Restricted Subsidiaries. (e) All proceeds of Loans Incurred pursuant to the extent and (i) Section 2.16 will be used for the purposes permitted herein. (b) The proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred set forth in connection with the Transactions Section 2.16 and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and Section 2.17 will be used for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loans. (c) set forth in Section 2.17. No part of any Credit Event Loan (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a wholeStock. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations Regulation T, U or X of the Board of Governors of the Federal Reserve System.

Use of Proceeds; Margin Regulations. (a) All The proceeds of ----------------------------------- Initial Tranche A Term Loans and Initial Tranche B Term Loans together with the entire amount of the proceeds of the Term Loans incurred issuance of Holdings Common Stock described in Section 5.1(j), Holdings Preferred Stock and the Subordinated Notes shall be utilized for the purposes described in clause (ii) or (iii) below or paid as a dividend or advanced by the Borrower to Holdings on the Effective Initial Borrowing Date shall be and used by Holdings on the Initial Borrowing Date solely (i) to refinance amounts owing pursuant pay the consideration to be paid in connection with the Merger (or for general corporate purposes to the Existing Credit Agreementextent that a portion of the consideration is paid from cash of the Borrower or Holdings held prior to the Initial Borrowing Date), and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds refinance existing Indebtedness of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition Borrower and its Subsidiaries and (iiiii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (A) to finance Permitted Acquisitions (and to pay the fees costs and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted hereinTransaction. (b) The proceeds of the Additional Tranche A Term Loans and the Additional Tranche B Term Loans together with the entire amount of the proceeds of the issuance of Holdings Common Stock and Holdings Preferred Stock described in Section 5.2(j) shall be used by the Borrower on the Additional Borrowing Date solely (i) to pay the consideration to be paid in connection with the Devon Acquisition (or for general corporate purposes to the extent that a portion of the consideration is paid from cash of the Borrower or Devon held prior to the Additional Borrowing Date), (ii) to refinance existing Indebtedness of Devon and its Subsidiaries and (iii) to pay costs and expenses related to the Devon Transaction. (c) The proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion for general corporate purposes of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement Borrower and (C) to pay the fees and expenses incurred in connection with the Transactions its Subsidiaries and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of to finance Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted hereinBusiness Acquisitions; provided that the proceeds of Swingline -------- Revolving Loans used to fund Contingent Payments (as defined in the Devon Acquisition Agreement) shall not exceed the lesser of (x) $3,500,000 plus accrued interest thereon, if any, and (y) 50% of the Contingent Payments required to be used to refinance then outstanding Swingline Loanspaid under Section 10 of the Devon Acquisition Agreement. (cd) No part of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a whole. Neither the making of any Loan hereunder, nor the use of the proceeds thereof nor the occurrence of any other Credit Event thereof, will violate or be inconsistent with the provisions of Regulations Regulation G, T, U or X of the Board of Governors of the Federal Reserve SystemSystem and no part of the proceeds of any Loan will be used to purchase or carry any Margin Stock in violation of Regulation U or to extend credit for the purpose of purchasing or carrying any Margin Stock.

Use of Proceeds; Margin Regulations. (a) All The proceeds of the Term Loans incurred Loans, together with the proceeds of the Revolving Facility Loan and the proceeds of the issuance of the Senior Subordinated Notes, shall be utilized by the US Borrower on the Effective Initial Borrowing Date shall be used solely to (i) to refinance amounts owing pursuant to the Existing Credit Agreement, and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Merger Transaction in an aggregate amount not to exceed $32,000,000 (the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition and "Transaction Costs"), (ii) make ----------------- a transfer to pay Holdings by means of a distribution (the fees and expenses incurred "Holdings Distribution") --------------------- in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, minimum amount that is necessary to enable Holdings to (A) to finance Permitted Acquisitions (and to pay the fees Merger Consideration and expenses related thereto(B) and pay the Transaction Costs (to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related theretoextent not paid by the US Borrower), (Biii) make a transfer to finance Permitted Debt Repurchases the Canadian Borrower by means of an intercompany loan (and the "Canadian Intercompany Loan") in an aggregate principal -------------------------- amount not to pay all accrued and unpaid interest thereonexceed the Canadian Dollar Equivalent of $40,000,000, any prepayment premium associated therewith and (iv) make a transfer to the fees and expenses related theretoUK Borrower and/or IMC Global (Europe) Limited by means of an intercompany loan (the "UK Intercompany Loan") in an aggregate principal amount -------------------- not to exceed (pound)51,000,000 and (Cv) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to pay the extent and for the purposes permitted hereinExisting Indebtedness. (b) The Holdings Distribution shall be utilized by Holdings on the Initial Borrowing Date solely to finance the Transaction and pay the Transaction Costs (to the extent not paid by the US Borrower). (c) The proceeds of the Canadian Intercompany Loan shall be utilized by the Canadian Borrower on the Initial Borrowing Date solely to repay Existing Indebtedness of the Canadian Borrower. (d) The proceeds of the UK Intercompany Loan shall be utilized by the UK Borrower on the Initial Borrowing Date solely to repay Existing Indebtedness of the UK Borrower. (e) The proceeds of all Revolving Loans, Canadian Revolving Swingline Loans and Swingline Loans incurred B/As shall be utilized by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of the US Borrower and its respective SubsidiariesSubsidiaries (including, including but not limited to, Permitted Acquisitions); provided that up to, but no more than -------- $29,000,000 of Revolving Loans (the payment of Dividends, "Revolving Facility Loan") may be utilized ----------------------- by the repayment of certain Indebtedness, US Borrower and its Subsidiaries on the financing of Permitted Acquisitions and Initial Borrowing Date for working capital purposes. (f) Neither the making of Investmentsany Loan, in each case to nor the extent and for the purposes permitted herein; provided that use of the proceeds thereof, nor the occurrence of Swingline Loans shall not any other Credit Event, will violate or be used to refinance then outstanding Swingline Loans. (c) No inconsistent with the provisions of Regulation U or X of the Board of Governors of the Federal Reserve System and no part of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a whole. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve SystemStock.

Use of Proceeds; Margin Regulations. (a) All proceeds of the Term Loans incurred on the Effective Initial Borrowing Date shall be used (i) to refinance finance the repayment of amounts owing pursuant to the Existing Credit Agreement, and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition transactions contemplated hereby and (iiiii) for the general corporate and working capital purposes of Silgan and its Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to pay the fees extent and expenses incurred in connection with for the Transactionspurposes permitted herein. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (Ai) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (Bii) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (Ciii) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted herein. (b) The proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (Ax) to finance a portion the repayment of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (Cy) to pay the fees and expenses incurred in connection with the Transactions transactions contemplated hereby and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loans. (c) No part of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv8.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a whole. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System.

Use of Proceeds; Margin Regulations. (a) All proceeds of the Initial Term Loans incurred on the ClosingThird Amendment Effective Date shall be used (i) to refinance amounts owing pursuant to finance the Transactions and for working capital needs, capital expenditures and other general corporate purposesrepayment of the entire amount of the Existing Credit Agreement, Term B Loans on the Third Amendment Effective Date and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (A) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related theretotherewith.(b), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted herein. (b) The proceeds of all Borrowings under the Initial Revolving Loans, Canadian Facility on the Third Amendment Effective Date shall be used to finance the repayment of the entire amount of Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant outstanding immediately prior to the Existing Credit Agreement Third Amendment Effective Date and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the therewith. The proceeds of Swingline Loans Borrowings under the Initial Revolving Facility after the Third Amendment Effective Date shall not be used to refinance then outstanding Swingline Loansfinance the Parent Borrower’s and its Restricted Subsidiaries’ working capital needs (including to replace, continue or provide credit support for any Existing Letters of Credit), capital expenditures, and general corporate purposes and certain Transaction Costs related to any upfront fees or OID with respect to the Revolving Facility or the Term Loan Facility pursuant to the “market flex” provisions of the Fee Letter;. (c) All proceeds of Incremental Term Loans will be used by the Parent Borrower as provided in the respective Incremental Amendment pursuant to which such Incremental Term Loans are to be incurred. (d) All Letters of Credit will only be used to support payment and performance obligations of the wholly-owned Restricted Subsidiaries of the Parent Borrower incurred in the ordinary course of business; provided that no Letter of Credit shall support Subordinated Indebtedness or Disqualified Equity Interests. (e) No part of the proceeds of any Credit Event (or the proceeds thereof) will be used by in violation of SectionsSection 6.16 andor 6.17. (f) No part of the proceeds of any Borrower Credit Event will be used directly or any Subsidiary thereof indirectly to purchase or carry any Margin Stock Stock, or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does notStock, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a whole. Neither the making in violation of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations T, U or X of the Board FRB. No Credit Party is engaged in the business of Governors extending credit for the purpose of purchasing or carrying any Margin Stock. At no time would more than 25% of the Federal Reserve Systemvalue of the assets of the Parent Borrower or of the Parent Borrower and its consolidated Restricted Subsidiaries that are subject to any “arrangement” (as such term is used in Section 221.2(g) of such Regulation U) hereunder be represented by Margin Stock.

Use of Proceeds; Margin Regulations. (a) All proceeds of the A Term Loans incurred on the Effective Date and B Term Loans shall be used (i) to refinance finance the repayment of amounts owing pursuant to the Existing Credit Agreement, Agreement and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition and (ii) to pay the fees and expenses incurred in connection with the Transactionstransactions contemplated hereby. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (Ai) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto)), (Bii) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (Ciii) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted herein. (b) The proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Revolving Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loans. (c) No part of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a whole. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System.

Use of Proceeds; Margin Regulations. (a) All The Borrower will use the proceeds of all Revolving Loans funded on the Closing Date to (i) refinance certain Indebtedness of the Borrower and its Subsidiaries, (which shall include, for the avoidance of doubt, the repayment in full of the “Term Loan” (as defined in the Existing Credit Agreement) outstanding immediately before giving effect to this Agreement, together with all accrued interest thereon), (ii) pay transaction costs and expenses arising in connection with this Agreement and (iii) provide for working capital, capital expenditures and other general corporate purposes; provided that it is understood and agreed that no greater than $180,000,000 in Revolving Loans shall be borrowed on the Closing Date (exclusive of any LC Exposure incurred on the Closing Date due to the roll-over of the Existing Letters of Credit). (b) The Borrower will use the proceeds of the Revolving Loans funded after the Closing Date to (i) finance future Permitted Acquisitions and Investments (in each case, solely to the extent permitted hereunder) and (ii) provide for working capital needs, capital expenditures, and for other general corporate purposes. (c) The Borrower will use the proceeds of the Term Loans incurred A Loan funded on the Third Amendment Effective Date shall be used to (i) to refinance amounts owing pursuant to repay all outstanding Revolving Loans in full (without any reduction in the Existing Credit AgreementRevolving Commitments) on the Third Amendment Effective Date, and (ii) to pay the fees and expenses incurred in connection with the Transactions. All Third Amendment and (iii) solely to the extent that there are proceeds remaining after giving effect to the foregoing clauses (c)(i) and (c)(ii), for general corporate purposes permitted hereunder (which, for the avoidance of doubt, shall include future Permitted Acquisitions and Investments, in each case, solely to the extent permitted hereunder). (d) The Borrower will use the proceeds of the Delayed Draw Term Loan incurred on Loans funded after the Delayed Draw Funding Third Amendment Effective Date shall be used to (i) to finance the Specified CFC Acquisition and (ii) to pay the related transaction fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitationtherewith, (Aii) to finance Permitted Acquisitions (the AHMS Acquisition and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted herein. (b) The proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the transaction fees and expenses incurred in connection therewith and (iii) finance the Specified Share Repurchase (it being understood and agree that the funding of the Borrowing shall only be permitted to be made substantially concurrently with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loans. (c) No part of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% consummation of the value of the assets of Silgan and its Subsidiaries taken as a whole. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve SystemSpecified Share Repurchase).

Use of Proceeds; Margin Regulations. (a) [Reserved.] (b) The proceeds of all Revolving Loans and Swingline Loans shall be utilized (i) to finance the Refinancing and to pay fees and expenses incurred in connection with the Transaction and (ii) after application of such proceeds for the purposes described in preceding clause (i), for general corporate and working capital purposes of the Borrower and its Subsidiaries (including the financing of Permitted Acquisitions, Investments permitted under Section 10.05 and (subject to Section 8.05(d)) payments permitted under Section 10.06); provided that up to, but not more than, $150,000,000 of proceeds of Revolving Loans and Swingline Loans (for the avoidance of doubt, excluding any Letter of Credit Outstandings with respect to Existing Letters of Credit deemed issued as “Letters of Credit” pursuant to Section 3.01 (e) on the Initial Borrowing Date) may be incurred on the Initial Borrowing Date and used for the purposes described in Section 8.05(b)(i). (c) All proceeds of the Incremental Term Loans incurred on the Effective Date shall be used utilized (i) to refinance amounts owing pursuant to finance Permitted Acquisitions of the Existing Credit Agreement, Borrower (and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (A) to finance Permitted Acquisitions (and to pay the fees and expenses related theretotherewith) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted herein. (b) The proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the other general corporate and working capital purposes of the Borrower and its respective Subsidiaries, Subsidiaries (including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions Investments permitted pursuant to Section 10.05 and the making of Investments, in each case (subject to the extent and for the purposes Section 8.05(d)) payments permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loansunder Section 10.06). (cd) No part of any Credit Event (or the proceeds thereof) will be used by any Borrower used, whether directly or any Subsidiary thereof indirectly, and whether immediately, incidentally or ultimately, to purchase or carry any Margin Stock or to extend credit for (or to others for for) the purpose of purchasing or carrying any Margin Stock except or to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a wholerefund indebtedness originally incurred for such purpose. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations Regulation T, U or X of the Board of Governors of the Federal Reserve System. (e) At the time of each Credit Event, not more than 25% of the value of the assets of the Borrower and its Subsidiaries taken as a whole (including all capital stock of the Borrower held in treasury) will constitute Margin Stock.

Use of Proceeds; Margin Regulations. (a) All proceeds of the Existing Term A Loans incurred on the Third Amendment Effective Date shall be used (i) to refinance amounts owing pursuant to finance the repayment of the entire amount of the Existing Credit Agreement, Term B Loans on the Third Amendment Effective Date and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used therewith. (ia) to finance the Specified Acquisition and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (A) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted herein[Reserved]. (b) The proceeds of all Borrowings under the Initial Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower Facility on the ThirdFifth Amendment Effective Date shall be utilized used to finance (i) (A) to finance a portion the repayment of the consideration for entire amount of Revolving Loans outstanding immediately prior to the Specified AcquisitionThird Amendment Effective Date andFifth Amendment Transactions, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (Cii) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the therewith. The proceeds of Swingline Loans Borrowings under the Initial Revolving Facility after the Third Amendment Effective Date shall not be used to refinance then outstanding Swingline Loansfinance and (iii) the Parent Borrower’s and its Restricted Subsidiaries’ working capital needs (including to replace, continue or provide credit support for any Existing Letters of Credit), capital expenditures and general corporate purposes. The proceeds of Borrowings under the Initial Revolving Facility after the Fifth Amendment Effective Date shall be used to finance the Parent Borrower’s and its Restricted Subsidiaries’ working capital needs (including to replace, continue or provide credit support for any Existing Letters of Credit), capital expenditures and general corporate purposes. (c) All proceeds of Incremental Term Loans will be used by the Parent Borrower as provided in the respective Incremental Amendment pursuant to which such Incremental Term Loans are to be incurred. (d) All Letters of Credit will only be used to support payment and performance obligations of the wholly-owned Restricted Subsidiaries of the Parent Borrower incurred in the ordinary course of business; provided that no Letter of Credit shall support Subordinated Indebtedness or Disqualified Equity Interests. (e) No part of the proceeds of any Credit Event (or the proceeds thereof) will be used by in violation of Section 6.16 or 6.17. (f) No part of the proceeds of any Borrower Credit Event will be used directly or any Subsidiary thereof indirectly to purchase or carry any Margin Stock Stock, or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does notStock, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a whole. Neither the making in violation of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations T, U or X of the Board FRB. No Credit Party is engaged in the business of Governors extending credit for the purpose of purchasing or carrying any Margin Stock. At no time would more than 25% of the Federal Reserve Systemvalue of the assets of the Parent Borrower or of the Parent Borrower and its consolidated Restricted Subsidiaries that are subject to any “arrangement” (as such term is used in Section 221.2(g) of such Regulation U) hereunder be represented by Mxxxxx Xxxxx.

Use of Proceeds; Margin Regulations. (a) All proceeds of the Initial Term Loans incurred on the Effective Date shall will be used by the Borrower (i) to refinance amounts owing pursuant to consummate the Existing Credit AgreementClosing Date Refinancing, and (ii) to finance a portion of the Closing Date Acquisition, (iii) to finance the other Transactions and to pay Transaction Costs and (iv) for the fees working capital and expenses incurred in connection with other general corporate purposes (including Permitted Acquisitions, Investments, capital expenditures and Restricted Payments) of the Transactions. Borrower and its Restricted Subsidiaries. (b) All proceeds of the Delayed Draw Term Loan incurred on Loans will be used by the Delayed Draw Funding Date shall Borrower (i) to finance a portion of the Specified Acquisition, (ii) to consummate the refinancing of any indebtedness of the business acquired pursuant to the Specified Acquisition and (iii) to pay any fees, costs and expenses in connection with the foregoing. (c) All proceeds of Revolving Loans will be used (i) on the Closing Date (a) to finance the Specified Acquisition Transactions and to pay Transaction Costs, (b) to backstop or replace letters of credit outstanding on the Closing Date under the Indebtedness which is the subject of the Closing Date Refinancing, and (iic) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (includingincluding Permitted Acquisitions, without limitationInvestments, (A) to finance Permitted Acquisitions (capital expenditures and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related theretoRestricted Payments) and (Cii) to prepay outstanding Revolving Loans and/or Swingline Loansafter the Closing Date, for working capital and other general corporate purposes (including Permitted Acquisitions, Investments, capital expenditures and Restricted Payments and other transactions not prohibited by the Loan Documents), in each case of the Borrower and its Restricted Subsidiaries. (d) All proceeds of Incremental Term Loans will be used for the working capital and other general corporate purposes (including Permitted Acquisitions, Investments, capital expenditures and Restricted Payments) of the Borrower and its Restricted Subsidiaries. (e) All proceeds of Loans Incurred pursuant to the extent and (i) Section 2.16 will be used for the purposes permitted herein. (b) The proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred set forth in connection with the Transactions Section 2.16 and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and Section 2.17 will be used for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loansset forth in Section 2.17. (cf) No part of any Credit Event Loan (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a wholeStock. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations Regulation T, U or X of the Board of Governors of the Federal Reserve System.

Use of Proceeds; Margin Regulations. (a) All proceeds of the Initial Term Loans incurred on the Effective Date shall be used utilized by the Borrower (i) on the Redemption Date, to refinance amounts owing pursuant to (x) finance the Existing Credit Agreement, Senior Subordinated Notes Redemption and (iiy) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition therewith and (ii) to pay the fees and expenses incurred extent in connection with excess of the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used amount necessary for the purposes described in preceding clause (i), for working capital and other general corporate purposes (including, without limitation, to repay outstanding Revolving Loans). (Ab) Up to, but no more than $45,000,000 of Revolving Loans and Swingline Loans shall be utilized by the Borrower on the Initial Borrowing Date to finance Permitted Acquisitions (the Bank Refinancing and to pay the fees and expenses related thereto) incurred in connection therewith and in connection with the entering into of this Agreement and the other Credit Documents. Proceeds of all other Revolving Loans and the Swingline Loans shall be used for the working capital and general corporate purposes of the Borrower and its Subsidiaries (including to refinance any Indebtedness assumed as part of any such effect Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans)make Capital Expenditures, in each case to the extent and for the purposes otherwise permitted hereinby this Agreement). (bc) The All proceeds of all Revolving Loans, Canadian Revolving Incremental Term Loans and Swingline Loans incurred by each Borrower shall be utilized used solely (i) to finance Permitted Acquisitions, (Aii) to finance a portion of Capital Expenditures and the consideration for the Specified Acquisition, Borrower’s and its Subsidiaries’ other general corporate purposes and (Biii) to refinance amounts owing pursuant to the Existing Credit Agreement repay outstanding Term Loans and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Revolving Loans. (cd) Notwithstanding anything to the contrary contained in this Section 8.08 or elsewhere in the this Agreement, it is understood and agreed that no proceeds of any Loan shall be used to pay any Dividend regardless of whether such Dividend is permitted pursuant to Section 10.03 or elsewhere in this Agreement, provided that proceeds of Revolving Loans may be used to pay Dividends permitted pursuant to Section 10.03 to the extent such proceeds do not exceed the actual amount of internally generated cash of the Borrower and its Subsidiaries previously applied to repay outstanding Revolving Loans. (e) No part of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a wholeStock. Neither the making of any Loan Loan, nor the use of the proceeds thereof thereof, nor the occurrence of any other Credit Event Event, will violate or be inconsistent with the provisions of Regulations Regulation T, U or X of the Board of Governors of the Federal Reserve System.

Use of Proceeds; Margin Regulations. (a) All proceeds of the Term Revolving Loans incurred on the Effective Date and Letters of Credit shall be used (i) to refinance amounts owing pursuant pay fees and expenses with respect to the Existing entering into of the Credit AgreementDocuments, the incurrence of Loans hereunder and the issuance of Letters of Credit hereunder and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (A) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted herein. (b) The proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of the Borrower and its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the . All proceeds of Swingline the Tranche B Term Loans shall not be used to refinance then repay in full (and/or cash collateralize) outstanding Swingline Revolving Loans and Letters of Credit under this Agreement (provided that any such repayment shall be accompanied by a termination of the Revolving Loan Commitments of the Revolving Lenders). All proceeds of the Tranche A Term Loans and the portion of the Tranche B Term Loans, if any, that remains after repayment in full (and/or cash collateralization) of outstanding Revolving Loans and Letters of Credit under this Agreement (and termination of the Revolving Loan Commitments of the Revolving Lenders), (i) shall be used on the Third Amendment Effective Date to repay the Revolving Loans in connection with the reduction of the Revolving Loan Commitments of the Revolving Lenders as of the Third Amendment Effective Date to $15,000,000, (ii) may be used to make further repayments of the Revolving Loans subsequent to the Third Amendment Effective Date, (iii) may be used to fund operating expenses and other working capital needs of the Loan Parties and (iv) may be used to pay transaction costs, fees and expenses that are incurred in connection with the Third Amendment. (cb) No part proceeds of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a wholeStock. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations T, Regulation U or X of the Board of Governors of the Federal Reserve System.

Use of Proceeds; Margin Regulations. (a) All proceeds of the Initial Term Loans incurred funded on the Original Closing Date were used by the Borrower (i) to consummate the refinancing of the Indebtedness described in clause (iii) of the definition of “Transactions”, (ii) to finance a portion of the Closing Date Acquisition, (iii) to finance the other Transactions and to pay the Transaction Costs, in each case, on the Original Closing Date, and (iv) for the working capital and other general corporate purposes (including Permitted Acquisitions, Investments, capital expenditures and Restricted Payments) of the Borrower and its Restricted Subsidiaries. (b) All proceeds of the Initial Term Loans funded on the Restatement Effective Date shall will be used by the Borrower (i) to finance a portion of the Restatement Effective Date Acquisition, (ii) to consummate the refinancing of the indebtedness described in clause (vi) of the definition of “Transactions”, (iii) to finance the other Transactions occurring on the Restatement Effective Date and pay Transaction Costs on the Restatement Effective Date and (iv) for the working capital and other general corporate purposes of the Borrower and its Restricted Subsidiaries. (c) All proceeds of the Revolving Loans will be used (i) to refinance amounts owing pursuant with respect to the Existing Credit Agreement, and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred Revolving Loans funded on the Delayed Draw Funding Date shall be used Original Closing Date, (ix) to finance the Specified Acquisition Transactions and (ii) to pay the fees Transaction Costs, in each case, on the Original Closing Date, (y) to backstop or replace letters of credit outstanding under the indebtedness of Consolidated Construction and expenses incurred in connection with its Subsidiaries which was refinanced on the Transactions. All proceeds of Incremental Term Loans incurred by Silgan Original Closing Date, and each other Incremental Term Loan Borrower shall be used (z) for working capital and other general corporate purposes (includingincluding Permitted Acquisitions, without limitationInvestments, capital expenditures and Restricted Payments), (Aii) with respect to the Revolving Loans funded on the Restatement Effective Date, (x) to finance Permitted Acquisitions (the Transactions and to pay the fees Transaction Costs, in each case on the Restatement Effective Date, and expenses related thereto(y) for working capital and to refinance any Indebtedness assumed as part of any such other general corporate purposes (including Permitted Acquisitions (Acquisitions, Investments, capital expenditures and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related theretoRestricted Payments) and (Ciii) to prepay outstanding Revolving Loans and/or Swingline Loansafter the Restatement Effective Date, for working capital and other general corporate purposes (including Permitted Acquisitions, Investments, capital expenditures and Restricted Payments and other transactions not prohibited by the Loan Documents), in each case of the Borrower and its Restricted Subsidiaries. (d) All proceeds of Incremental Term Loans will be used for the working capital and other general corporate purposes (including Permitted Acquisitions, Investments, capital expenditures and Restricted Payments) of the Borrower and its Restricted Subsidiaries. (e) All proceeds of Loans Incurred pursuant to the extent and (i) Section 2.16 will be used for the purposes permitted herein. (b) The proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred set forth in connection with the Transactions Section 2.16 and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and Section 2.17 will be used for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loansset forth in Section 2.17. (cf) All proceeds of the 2019 Refinancing Term Loans will be used by the Borrower as set forth in the Third Restatement Agreement. (g) No part of any Credit Event Loan (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a wholeStock. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations Regulation T, U or X of the Board of Governors of the Federal Reserve System.

Use of Proceeds; Margin Regulations. (a) All The proceeds of the all Initial B Term Loans incurred on the Effective Date shall be used utilized solely (i) to refinance amounts owing pursuant finance, in part, the Refinancing (including to fund the Segregated Account and to finance the Existing 2008 Senior Subordinated Notes Redemption but excluding the Optional Non-2008 Tender Offer Notes Refinancing) and to pay certain fees and expenses relating to the Existing Credit Agreement, Transaction and (ii) to pay after the fees and expenses incurred application for the purposes described in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used preceding clause (i) to finance the Specified Acquisition and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used ), for working capital and other general corporate purposes (including, without limitation, (Arequirements of the Borrower and its Subsidiaries; provided that not more than $[5.0](3) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part million of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving proceeds of Initial B Term Loans and/or Swingline Loans), in each case to the extent and may be used for the purposes permitted hereindescribed in this clause (ii). (b) The proceeds of all Revolving Loans, Canadian Revolving Delayed-Draw Term Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) solely to finance a portion the Optional Non-2008 Tender Offer Notes Refinancing. (c) The proceeds of the consideration all Incremental B Term Loans shall be utilized for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes of the Borrower and its Subsidiaries (including, without limitation, to finance Permitted Acquisitions). (d) The proceeds of RF Loans may be used (x) on the Initial Borrowing Date to finance, in part, the Refinancing (other than the Existing 2008 Senior Subordinated Notes Redemption and the Optional Non-2008 Tender Offer Notes Refinancing) and to pay certain fees and expenses relating to the Transaction and (y) for working capital, general corporate and capital expenditure requirements of the Borrower and its Subsidiaries (including to finance Permitted Acquisitions and the Optional Non-2008 Tender Offer Notes Refinancing and, subject to the satisfaction of the Minimum Liquidity Condition, to pay dividends on Borrower Common Stock permitted to be paid pursuant to the terms of this Agreement); provided that no more than $[15.0](4) million of proceeds of RF Loans may be used for the purposes described in preceding clause (x). (e) The proceeds of Swingline Loans may be used for the general corporate and working capital purposes of the Borrower and its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loans. (c) No part of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a whole. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System.no proceeds

Use of Proceeds; Margin Regulations. (a) All The proceeds of the all Initial B Term Loans incurred on the Effective Date shall be used utilized solely to finance, in part, the Refinancing (i) including to refinance amounts owing pursuant fund the Segregated Account and to finance the Existing Credit Agreement, 2008 Senior Subordinated Notes Redemption but excluding the Optional Non-2008 Tender Offer Notes Refinancing) and (ii) to pay the certain fees and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (A) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case relating to the extent and for the purposes permitted hereinTransaction. (b) The proceeds of all Revolving Loans, Canadian Revolving Delayed-Draw B Term Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) solely to finance a portion the Optional Non-2008 Tender Offer Notes Refinancing. (c) The proceeds of the consideration all Incremental B Term Loans shall be utilized for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes of the Borrower and its Subsidiaries (including, without limitation, to finance Permitted Acquisitions). (d) The proceeds of RF Loans may be used (x) on the Initial Borrowing Date to finance, in part, the Refinancing (other than the Existing 2008 Senior Subordinated Notes Redemption and the Optional Non-2008 Tender Offer Notes Refinancing) and to pay certain fees and expenses relating to the Transaction and (y) for working capital, general corporate and capital expenditure requirements of the Borrower and its Subsidiaries (including to finance Permitted Acquisitions, the Existing 2008 Senior Subordinated Notes Redemption and the Optional Non-2008 Tender Offer Notes Refinancing, to repay any Existing Seller/Opco Notes not refinanced pursuant to the Refinancing and, subject to the satisfaction of the Minimum Liquidity Condition, to pay dividends on Borrower Common Stock permitted to be paid pursuant to the terms of this Agreement); provided that no more than $13.0 million of proceeds of RF Loans may be incurred on the Initial Borrowing Date for the purposes described in preceding clause (x). (e) The proceeds of Swingline Loans may be used for the general corporate and working capital purposes of the Borrower and its respective Subsidiaries, including ; provided that no proceeds from Swingline Loans may be used to finance the payment of Dividends, Refinancing or to pay fees and expenses incurred in connection with the repayment of certain Indebtedness, the financing of Permitted Acquisitions and Transaction. (f) Neither the making of Investmentsany Loan hereunder, in each case to nor the extent and for the purposes permitted herein; provided that use of the proceeds thereof, nor the occurrence of Swingline Loans shall not be used to refinance then outstanding Swingline Loans. (c) No any other Credit Event, will violate the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System and no part of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, provided that proceeds of RF Loans may be utilized to purchase Margin Stock except (A) if such purchase (x) is pursuant to a Permitted Acquisition of the Person issuing such Margin Stock and (y) is effected pursuant to a friendly transaction (as determined by the Agents) not in violation of such Regulations T, U or X and (B) to the extent otherwise permitted by Section 9.03(ivSections 7.09(a)(ii). , (iii) or (xvi). (g) The fair market value of all Margin Stock at any time owned by Silgan the Borrower and its Subsidiaries (other than the capital stock of the Borrower held in treasury) does notnot exceed $500,000. At the time of each Credit Event, and will not, exceed not more than 25% of the value of the assets of Silgan the Borrower and its Subsidiaries taken as a whole. Neither the making of any Loan nor the use whole (including all capital stock of the proceeds thereof nor the occurrence of any other Credit Event Borrower held in treasury) will violate or be inconsistent with the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve Systemconstitute Margin Stock.

Use of Proceeds; Margin Regulations. (a) All proceeds of the A Term Loans incurred on and the Effective Date B Term Loans shall be used by the applicable Borrowers (i) to refinance amounts owing pursuant to effect the Existing Credit Agreement, Transaction and (ii) to pay the fees and expenses related to the Transaction; provided that (i) the proceeds of A-1 Term Loans and B-1 Term Loans incurred on the Merger Date shall be used first to repay all amounts owing under the Torque Credit Agreement (with any excess proceeds to be used for the purposes provided above) and (ii)(x) prior to the consummation of the Merger, up to $5,000,000 of Term Loans may be used for the Borrowers' working capital and general corporate purposes and (y) thereafter, any proceeds of any Term Loans in connection with excess of those amounts necessary to consummate the Transactions. Transaction (including the repayment of all amounts owing under the Torque Credit Agreement) and to pay any fees and expenses related thereto may be used for the Borrowers' working capital and general corporate purposes . (b) All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall Revolving Loans and Swingline Loans may be used (i) to finance the Specified Acquisition and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, Permitted Acquisitions) and (Aii) to finance Permitted Acquisitions (effect the Transaction and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and ; provided that no more than $12,500,000 may be used on the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and Initial Borrowing Date for the purposes permitted herein. set forth in clause (bii) The proceeds above (provided further, that more than $12,500,000 of all Revolving Loans, Canadian Revolving Loans and Swingline Loans may be incurred by each Borrower shall be utilized (i) (A) on the Initial Borrowing Date and used for such purposes, if needed to finance a portion of consummate the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement Transaction and (C) to pay the such fees and expenses incurred in connection with expenses, so long as the Transactions excess over $12,500,000 is matched by cash and/or Cash Equivalents available to Holdings and (ii) for its Subsidiaries at such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loanstime). (c) No part of any Credit Event (or the proceeds thereof) of any Loan will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock; provided that the Borrowers, Holdings or any of their Subsidiaries may use the proceeds of Loans to purchase Margin Stock except pursuant to the extent permitted by Section 9.03(iv). The value Tender Offer in compliance with Regulations T, U and X, so long as at the time of all Margin Stock at any time owned by Silgan and its Subsidiaries does notthe making of such Loan, and will notafter giving effect thereto, exceed not more than 25% of the value of the assets subject to the provisions of Silgan Section 8 of Holdings, any Borrower, Holdings and its Subsidiaries taken as on a wholeconsolidated basis, or any Borrower and its Subsidiaries on a consolidated basis, shall constitute Margin Stock. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations Regulation T, U or X of the Board of Governors of the Federal Reserve System.

Use of Proceeds; Margin Regulations. (a) All proceeds of the Term (i) Tranche A Revolving Loans incurred after the Second Restatement Effective Date will be used for working capital needs and general corporate purposes, including the financing of capital expenditures, Permitted Acquisitions, and other permitted Investments, Restricted Payments, Restricted Junior Debt Prepayments and any other purpose not prohibited hereunder and, (ii) Tranche B Revolving Loans incurred on the First Amendment Effective Date will be used for general corporate purposes, including the financing of capital expenditures, Permitted Acquisitions, and other permitted Investments, Restricted Payments, Restricted Junior Debt Prepayments and any other purpose not prohibited hereunder and (iii) Delayed Draw Term Loans shall be used (i) solely to refinance amounts owing pursuant to finance Capital Expenditures consisting of the Existing Credit Agreementacquisition, development, construction, installation, repair, restoration, replacement, relocation, renewal, upgrade, expansion or improvement of, or investment in, or addition or accession to, Eligible Capex Equipment or Eligible Capex Real Property, and (ii) to pay the fees and expenses incurred in connection with related thereto (each, a "Delayed Draw Financed Capital Expenditure"). For the Transactions. All avoidance of doubt, the proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (A) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted herein. (b) The proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loansmake any maintenance-related Capital Expenditures. (cb) No Credit Party is engaged, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a wholeStock. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations Regulation T, U or X of the Board of Governors of the Federal Reserve System.

Use of Proceeds; Margin Regulations. (a) All The Borrower will use the proceeds of the Term all Loans incurred on the Effective Closing Date shall be used to (i) to refinance amounts owing pursuant to finance the Existing Credit Agreement, Senior Notes Redemption and refinance certain existing Indebtedness of the Loan Parties and (ii) to pay the fees and expenses incurred in connection with the Transactions. All execution and delivery of this Agreement and the other Loan Documents, the initial Borrowings made hereunder and the transactions contemplated to occur in connection therewith; provided, that, no Revolving Loans or Letters of Credit shall be outstanding on the Closing Date, other than (A) Letters of Credit issued hereunder on the Closing Date to replace, backstop or provide other credit support for any existing letters of credit of the Borrower and (B) Revolving Loans funded hereunder on the Closing Date, the proceeds of which are used by the Borrower to fund original issue discount or additional fees payable under the Fee Letters; (b) The Borrower will use the proceeds of all Loans (other than DDT Loans) after the Closing Date to (i) finance any portion of the Existing Senior Notes Redemption that is not consummated on the Closing Date, (ii) fund Permitted Acquisitions (other than the CarePoint Acquisition, except as set forth below) and pay fees and expenses incurred in connection therewith, (iii) finance Capital Expenditures and working capital needs of the Loan Parties, and (iv) fund other general corporate purposes of the Borrower and its Subsidiaries. (c) The Borrower will use the proceeds of the Delayed Draw Term Loan incurred on DDT Loans, and, if the Delayed Draw Funding Date shall be used DDT Loans are fully funded, the Revolving Loans, to (i) to finance fund a portion of the Specified Acquisition and purchase price paid by the Borrower for the CarePoint Acquisition, (ii) repay certain existing Indebtedness related to the Acquired Business (other than Permitted Surviving Debt), and (iii) pay the fees and expenses incurred in connection with the Transactionsconsummation of the CarePoint Acquisition. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (A) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as No part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted herein. (b) The proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loans. (c) No part of any Credit Event (or the proceeds thereof) Loan will be used by used, whether directly or indirectly, for any Borrower purpose that would violate any rule or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a whole. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations T, U or X regulation of the Board of Governors of the Federal Reserve System., including Regulation T, Regulation U or Regulation X.

Use of Proceeds; Margin Regulations. (a) All proceeds of the Initial Term Loans incurred on the Effective Date shall will be used by the Borrower to (i) to refinance amounts owing pursuant to finance the Existing Credit AgreementRefinancing, and (ii) to finance the Existing Holdings Notes Redemption (including, without limitation, the principal of, and premium and interest on, the outstanding Existing Holdings Notes to, but not including, the Existing Holdings Notes Redemption Date and (iii) pay the fees and expenses incurred in connection with the Transactions. Transaction. (b) All proceeds of the Delayed Draw Term Loan incurred on Revolving Loans and the Delayed Draw Funding Date shall Swingline Loans will be used for the working capital, capital expenditures and other general corporate purposes of Holdings and its Subsidiaries; provided that (i) no proceeds of Revolving Loans or Swingline Loans may be used to finance effect the Specified Acquisition and (ii) Transaction or to pay the any fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (A) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted herein. (b) The proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the no proceeds of Swingline Loans shall not will be used to refinance then outstanding Swingline Loans. (c) No part All proceeds of any Credit Event (or the proceeds thereof) Incremental Term Loans will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose working capital, capital expenditures and other general corporate purposes of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan Holdings and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a whole. Subsidiaries. (d) Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will be used (a) for “buying” or “carrying” any Margin Stock (within the meaning of Regulation U) for any purpose which violates or is inconsistent with Regulation U or (b) for any purpose that will violate or be inconsistent with the provisions of Regulations Regulation T, U or X X. If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and such Lender a statement to the foregoing effect in conformity with the requirements of FR Form U-1 or FR Form G-3, as applicable, referred to in Regulation U. (e) At the time of each Credit Event, not more than 25% of the Board of Governors value of the Federal Reserve Systemassets of Holdings and its Subsidiaries taken as a whole (including all Equity Interests of Holdings held in treasury) will constitute Margin Stock.

Use of Proceeds; Margin Regulations. (a) All The proceeds of the Tranche B Term Loans incurred and the Tranche C Term Loans shall be utilized by the U.S. Borrower and the Bermuda Borrower, respectively, on the Restatement Effective Date shall be used (i) solely to refinance amounts owing pursuant to finance the Existing Credit Agreement, Refinancing and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition and (ii) to pay the fees and expenses incurred in connection with the TransactionsTransaction. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (any purpose permitted under this Agreement, including, without limitation, (Ai) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (Cii) to prepay outstanding Revolving Loans and/or Swingline Loans)in accordance with the terms of this Agreement and to prepay outstanding ABL Loans in accordance with the terms of the ABL Credit Agreement, (iii) for the Incremental Term Loan Borrowers' and their respective Subsidiaries' ongoing working capital requirements and general corporate purposes and (iv) in each the case of Incremental Term Loans incurred by the U.S. Borrower, to the extent and (x) make intercompany loans to Intermediate Holdco pursuant to Section 9.05(xxi) to be utilized for the purposes permitted hereindescribed in subclause (iv) thereof and/or (y) pay Dividends to Intermediate Holdco pursuant to Section 9.06(ix) to be utilized for the purposes described in subclause (v) thereof. (b) The proceeds At the time of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of Credit Event occurring on or after the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of DividendsRestatement Effective Date, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loans. (c) No part of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The aggregate value of all Margin Stock (other than treasury stock) owned by Holdings and its Subsidiaries (for such purpose, using the initial purchase price paid by Holdings or such Subsidiary for the respective shares of Margin Stock) does not exceed $10,000,000. In addition, at the time of each Credit Event occurring on or after the Restatement Effective Date, the value of the Margin Stock at any time owned by Silgan Holdings and its Subsidiaries does not, and will not, not exceed 25% of the value of the assets of Silgan Holdings and its Subsidiaries taken as a whole. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations Regulation T, Regulation U or X of the Board of Governors of the Federal Reserve System.Regulation X.

Use of Proceeds; Margin Regulations. (a) All The proceeds of ------------------------------------ the Term Loans, together with the proceeds of the Term Loans incurred on Revolving Facility Loan and the Effective Date proceeds of the issuance of the Senior Subordinated Notes, shall be used utilized by the US Borrower on theInitial Borrowing Date solely to (i) to refinance amounts owing pursuant to the Existing Credit Agreement, and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Merger Transaction in an aggregate amount not to exceed $32,000,000 (the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition and "Transaction Costs"), (ii) make a transfer ----------------- to pay Holdings by means of a distribution (the fees and expenses incurred "Holdings Distribution") in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, --------------------- minimum amount that is necessary to enable Holdings to (A) to finance Permitted Acquisitions (and to pay the fees Merger Consideration and expenses related thereto(B) and pay the Transaction Costs (to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related theretoextent not paid by the US Borrower), (Biii) make a transfer to finance Permitted Debt Repurchases the Canadian Borrower by means of an intercompany loan (and the "Canadian Intercompany Loan") in an aggregate principal -------------------------- amount not to pay all accrued and unpaid interest thereonexceed the Canadian Dollar Equivalent of $40,000,000, any prepayment premium associated therewith and (iv) make a transfer to the fees and expenses related theretoUK Borrower and/or IMC Global (Europe) Limited by means of an intercompany loan (the "UK Intercompany Loan") in an aggregate principal amount -------------------- not to exceed (pound)51,000,000 and (Cv) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to pay the extent and for the purposes permitted hereinExisting Indebtedness. (b) The Holdings Distribution shall be utilized by Holdings on the Initial Borrowing Date solely to finance the Transaction and pay the Transaction Costs (to the extent not paid by the US Borrower). (c) The proceeds of the Canadian Intercompany Loan shall be utilized by the Canadian Borrower on the Initial Borrowing Date solely to repay Existing Indebtedness of the Canadian Borrower. (d) The proceeds of the UK Intercompany Loan shall be utilized by the UK Borrower on the Initial Borrowing Date solely to repay Existing Indebtedness of the UK Borrower. (e) The proceeds of all Revolving Loans, Canadian Revolving Swingline Loans and Swingline Loans incurred B/As shall be utilized by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of the US Borrower and its respective SubsidiariesSubsidiaries (including, including but not limited to, Permitted Acquisitions); provided that up to, but no more than $29,000,000 of -------- Revolving Loans (the payment of Dividends, "Revolving Facility Loan") may be utilized by the repayment of certain Indebtedness, US ----------------------- Borrower and its Subsidiaries on the financing of Permitted Acquisitions and Initial Borrowing Date for working capital purposes. (f) Neither the making of Investmentsany Loan, in each case to nor the extent and for the purposes permitted herein; provided that use of the proceeds thereof, nor the occurrence of Swingline Loans shall not any other Credit Event, will violate or be used to refinance then outstanding Swingline Loans. (c) No inconsistent with the provisions of Regulation U or X of the Board of Governors of the Federal Reserve System and no part of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a whole. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve SystemStock.

Use of Proceeds; Margin Regulations. (a) All The proceeds of the Tranche A Term Loans incurred and the Additional Tranche B Term Loans shall be utilized by the Bermuda Borrower on the Restatement Effective Date shall be used (iby way of the Intercompany Refinancing Distributions) solely to refinance amounts owing pursuant to finance the Existing Credit Agreement, Refinancing and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition and (ii) to pay the fees and expenses incurred in connection with the TransactionsTransaction. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (Ai) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (Cii) to prepay outstanding Revolving Loans and/or Swingline Loans)in accordance with the terms of this Agreement, (iii) for the Incremental Term Loan Borrowers' and their respective Subsidiaries' ongoing working capital requirements and general corporate purposes and (v) in each the case of Incremental Term Loans incurred by the U.S. Borrower, to the extent and (x) make intercompany loans to Intermediate Holdco pursuant to Section 9.05(xxv) to be utilized for the purposes permitted hereindescribed in subclause (v) thereof and/or (y) pay Dividends to Intermediate Holdco pursuant to Section 9.06(x) to be utilized for the purposes described in subclause (v) thereof. (b) The All proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized used for the Borrowers' and their respective Subsidiaries' ongoing working capital requirements and general corporate purposes (including (x) to effect Permitted Acquisitions (to the extent permitted by this Agreement) and (y) in the case of U.S. Borrower Dollar Facility Revolving Loans and U.S. Borrower Multicurrency Facility Revolving Loans, to (i) (Amake intercompany loans to Intermediate Holdco pursuant to Section 9.05(xxv) to finance a portion of the consideration be utilized for the Specified Acquisition, purposes described in subclause (Bv) thereof and/or (ii) pay Dividends to Intermediate Holdco pursuant to Section 9.06(x) to refinance amounts owing pursuant to be utilized for the Existing Credit Agreement and purposes described in subclause (Cv) to pay the fees and expenses incurred thereof but (z) excluding payments in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for Transaction, except as set forth in the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted hereinimmediately succeeding proviso); provided that the proceeds aggregate principal amount of all Revolving Loans and Swingline Loans (taking the U.S. Dollar Equivalent of any such Loans denominated in Euros) incurred to finance the Transaction shall not be used to refinance then outstanding Swingline Loansexceed $15,000,000. (c) No part At the time of any each Credit Event (occurring on or after the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for Restatement Effective Date, the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The aggregate value of all Margin Stock (other than treasury stock) owned by Holdings and its Subsidiaries (for such purpose, using the initial purchase price paid by Holdings or such Subsidiary for the respective shares of Margin Stock) does not exceed $10,000,000. In addition, at the time of each Credit Event occurring on or after the Restatement Effective Date, the value of the Margin Stock at any time owned by Silgan Holdings and its Subsidiaries does not, and will not, not exceed 25% of the value of the assets of Silgan Holdings and its Subsidiaries taken as a whole. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations Regulation T, Regulation U or X of the Board of Governors of the Federal Reserve System.Regulation X.

Use of Proceeds; Margin Regulations. (a) All The proceeds of the Initial Term Loan, the Initial Term A-2 Loan, and all Revolving Loans incurred on the Effective Date and Swing Line Loans shall be used utilized (i) to refinance amounts owing pursuant to existing Indebtedness CHAR1\0000000x0 (including the Existing Credit Agreement, ) and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition Transaction and (ii) after application of such proceeds for the purposes described in preceding clause (i), for general corporate and working capital purposes of the Company and its Restricted Subsidiaries (including the financing of Permitted Acquisitions, Investments permitted under Section 7.05 and (subject to pay Section 5.05(d)) payments permitted under Section 7.06). (b) The proceeds of the fees and expenses incurred Term A-3 Loan shall be utilized in connection with the Transactions. refinancing of the 2023 Unsecured Notes and to pay fees and expenses related thereto. (c) All proceeds of Incremental Term Loans incurred by Silgan and each (other Incremental than the Term Loan Borrower A-3 Loan) shall be used for working capital and other general corporate purposes utilized (including, without limitation, (Ai) to finance Permitted Acquisitions (and to pay the fees and expenses related theretoincurred in connection therewith) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted herein. (b) The proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the other general corporate and working capital purposes of the Company and its respective Subsidiaries, Restricted Subsidiaries (including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions Investments permitted under Section 7.05 and the making of Investments, in each case (subject to the extent and for the purposes Section 5.05(d)) payments permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loansunder Section 7.06). (cd) No part of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a whole. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event Extension will violate or be inconsistent with the provisions of Regulations Regulation T, U or X of the Board of Governors of the Federal Reserve System. (e) At the time of each Credit Extension, not more than 25% of the value of the assets of the Company and its Restricted Subsidiaries taken as a whole (including all capital stock of the Company held in treasury) will constitute margin stock.

Use of Proceeds; Margin Regulations. (a) All proceeds of the Term Loans incurred on the Effective Date shall be used (i) to refinance amounts owing pursuant to the Existing Credit Agreement, and (ii) to pay the fees fees, costs and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition and (ii) to pay the fees fees, costs and expenses incurred in connection with the Transactions. All proceeds of the US A-1 Term Loans incurred on the Third Amendment Effective Date shall be used (i) to refinance certain Indebtedness under this Agreement prior to giving effect to the Third Amendment, and (ii) to pay the fees, costs and expenses incurred in connection with the Third Amendment Transactions. All proceeds of the US A-2 Term Loans incurred on the Third Amendment Effective Date shall be used (i) to refinance certain Indebtedness under this Agreement prior to giving effect to the Third Amendment that was incurred to finance the Gateway Acquisition and (ii) to pay the fees, costs and expenses incurred in connection with the Third Amendment Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (A) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted herein. (b) The proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and and, (C) to refinance certain Indebtedness under this Agreement prior to giving effect to the Third Amendment and (D) to pay the fees fees, costs and expenses incurred in connection with the Transactions and the Third Amendment Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loans. (c) No part of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a whole. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System.9.03

Use of Proceeds; Margin Regulations. (a) All proceeds of the Term Loans incurred on the Effective Date shall be used (i) to refinance amounts owing pursuant to the Existing Credit Agreement, and (ii) to pay the fees fees, costs and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition and (ii) to pay the fees fees, costs and expenses incurred in connection with the Transactions. All proceeds of the US A-1 Term Loans incurred on the Third Amendment Effective Date shall be used (i) to refinance certain Indebtedness under this Agreement prior to giving effect to the Third Amendment, and (ii) to pay the fees, costs and expenses incurred in connection with the Third Amendment Transactions. All proceeds of the US A-2 Term Loans incurred on the Third Amendment Effective Date shall be used (i) to refinance certain Indebtedness under this Agreement prior to giving effect to the Third Amendment that was incurred to finance the Gateway Acquisition and (ii) to pay the fees, costs and expenses incurred in connection with the Third Amendment Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (A) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted herein. (b) The proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and Agreement, (C) to refinance certain Indebtedness under this Agreement prior to giving effect to the Third Amendment and (D) to pay the fees fees, costs and expenses incurred in connection with the Transactions and the Third Amendment Transactions and (ii) for such BorrowerXxxxxxxx’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loans. (c) No part of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a whole. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System.

Use of Proceeds; Margin Regulations. (a) All The proceeds of the Term Loans incurred on the Effective Date shall only be used to (i) to refinance pay amounts owing pursuant to the Existing Credit Agreement, and (ii) to pay the fees and expenses incurred payable in connection with the Transactions. All proceeds design, engineering, construction and equipping of the Delayed Draw Term Loan incurred on Drillship and the Delayed Draw Funding Date shall be used (i) to finance acquisition, design, engineering, upgrade and equipping of the Specified Acquisition Rig as contemplated by the Amoco Drillship Contract and (ii) to pay the fees and expenses incurred Amoco Rig Contract, respectively, or in connection with the Transactions. All proceeds financing thereof, including, without limitation, the payment of, or the payment of Incremental Term Loans incurred amounts payable in respect of, any Obligations hereunder, insurance premiums or binder deposits under the insurance policies required to be maintained by Silgan and each other Incremental Term Loan the Borrower shall be used for working capital and other general corporate purposes pursuant to any Operative Document, the Interest Rate Protection Agreements required by Section 6.10 (including, without limitation, (A) to finance Permitted Acquisitions (and to pay the fees and any true-up costs or expenses related with respect thereto) and to refinance flagging costs and costs of obtaining certification of the Drillship and the Rig, (ii) without limitation of clause (i), pay amounts payable in connection with the achievement of Acceptance, (iii) reimburse the Guarantor or any Indebtedness assumed as part of its Subsidiaries for any payment heretofore or hereafter made by any of them of any of the foregoing (any such Permitted Acquisitions payment by the Guarantor or any of its Subsidiaries, a "Guarantor Payment"; and any such reimbursement payment by the Borrower with respect to any such Guarantor Payment, a "Reimbursement Payment"), or to make dividends in amounts not in excess, in the aggregate, of the amount of the Guarantor Payments not theretofore reimbursed through Reimbursement Payments, in each case subject to the provisions of Section 6.15(d) or Section 6.11, as applicable, (iv) on the Conversion Date, to repay the Tranche A Loans and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) thereon and (Cv) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes repay intercompany advances as permitted hereinhereunder. (b) The proceeds Borrower is not engaged in the business of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loans. (c) No part of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend extending credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv)margin stock. The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a whole. Neither the making No proceeds of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations Tused for a purpose which violates Regulation G, U or X of the Board of Governors of the Federal Reserve System. After application of the proceeds of any of the Borrowings, none of the assets of the Borrower consists of "margin stock" (as defined in Regulation U of the Board of Governors of the Federal Reserve System).

Use of Proceeds; Margin Regulations. (a) All The proceeds of the all Initial A Term Loans incurred on the Effective Date shall be used utilized to (i) to refinance amounts owing pursuant make cash payments to the Existing Credit holders of the Trust Preferred Stock and/or Subordinated Debentures who have elected to convert same into the right to receive cash in accordance with the terms of the Trust Agreement, the Subordinated Debenture Indenture and the Merger Agreement or (ii) to reimburse the Borrower for payments theretofore paid for the purposes described in clause (i) of this Section 7.05(a). (b) The proceeds of all Initial B Term Loans shall be utilized to finance, in part, the Transaction (other than for the purposes described in clause (a) of this Section 7.05) and to pay the fees and expenses incurred in connection with the Transactions. All therewith. (c) The proceeds of all Revolving Loans and Swingline Loans shall be utilized for the Delayed Draw Term Loan incurred general corporate and working capital purposes of the Borrower and its Subsidiaries (including to effect Permitted Acquisitions and make Capital Expenditures, in each case to the extent permitted by this Agreement); PROVIDED that no more than $7,500,000 of Revolving Loans and Swingline Loans in the aggregate may be utilized on the Delayed Draw Funding Initial Borrowing Date shall be used (i) to finance the Specified Acquisition Transaction (other than for the purposes described in clause (a) of this Section 7.05) and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (A) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted hereintherewith. (bd) The proceeds of all Revolving Loans, Canadian Revolving Incremental Term Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement Permitted Acquisitions and (C) to pay the fees and expenses incurred in connection with the Transactions and therewith. (iie) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes The proceeds of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of all Acquisition Revolving Loans shall be used to finance Permitted Acquisitions and to pay the fees and expenses incurred in connection therewith. (f) Neither the making of Investmentsany Loan, in each case to nor the extent and for the purposes permitted herein; provided that use of the proceeds thereof, nor the occurrence of Swingline Loans shall not any other Credit Event, will violate or be used to refinance then outstanding Swingline Loans. (c) No inconsistent with the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System and no part of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a whole. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve SystemStock.

Use of Proceeds; Margin Regulations. (a) All The proceeds of the Tranche A Term Loans incurred shall be utilized by the U.S. Borrower on the Effective Initial Borrowing Date shall be used solely to (ix) to refinance amounts owing pursuant to finance the Existing Credit Agreement, Merger and the Refinancing and (iiy) to pay the fees and expenses incurred in connection with the Transactions. All Transaction; provided that the proceeds of the Delayed Draw Tranche A Term Loan incurred on the Delayed Draw Funding Date Loans shall be used applied (iI) first, to finance the Specified Acquisition Merger and (ii) to pay the fees and expenses incurred in connection with the TransactionsTransaction and (II) second, after the application of such proceeds in full for the purposes described in preceding subclause (I), to finance the Refinancing. The proceeds of the Tranche B Term Loans shall be utilized by the Bermuda Borrower on the Initial Borrowing Date solely to (x) finance the Merger and the Refinancing, (y) effect Intercompany Distribution Transactions in accordance with the requirements of this Agreement and (z) pay fees and expenses incurred in connection with the Transaction; provided that (i) if the U.S. Borrower has fully available cash on hand in such amount as is required to comply with the provisions of Section 5.12 (but, for such purpose, without the Bermuda Borrower utilizing the full amount of the Tranche B Term Loans to finance the Transaction), then the portion of the proceeds of the Tranche B Term Loans not so required to be utilized to finance the Transaction in compliance with said Section 5.12 may be utilized for the general corporate and working capital purposes of the Bermuda Borrower and its affiliates and (ii) the proceeds of Tranche B Term Loans utilized to fund Intercompany Distribution Transactions shall be applied (I) first, to finance the Refinancing and (II) second, after the application of such proceeds in full for the purposes described in preceding subclause (I), to finance the Merger and pay fees and expenses incurred in connection with the Transaction. All proceeds of Additional Tranche C Term Loans shall be used on the Third Amendment Effective Date to (x) repay principal of outstanding Tranche B Term Loans of Non-Consenting Tranche B Term Lenders (if any), together with accrued but unpaid interest thereon, (y) repay in full principal of all outstanding Tranche A Term Loans, together with accrued but unpaid interest thereon and (z) finance payments required to be made by the U.S. Borrower and/or certain of its Subsidiaries pursuant to the HQ Lease Agreements as a result of the exercise of the purchase option thereunder. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (Ai) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (Cii) to prepay outstanding Revolving Loans and/or Swingline Loans)in accordance with the terms of this Agreement, (iii) to prepay outstanding Term Loans in each case to accordance with the extent terms of this Agreement and (iv) for the purposes permitted hereinIncremental Term Loan Borrowers' and their respective Subsidiaries' ongoing working capital requirements and general corporate purposes. (b) The All proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of the consideration used for the Specified Acquisition, Borrowers' and their respective Subsidiaries' ongoing working capital requirements and general corporate purposes (B) including to refinance amounts owing pursuant effect Permitted Acquisitions (to the Existing Credit Agreement and (Cextent permitted by this Agreement) to pay the fees and expenses incurred but excluding payments in connection with the Transactions Transaction (except as provided in the proviso below)); provided, however, that proceeds of Dollar Facility Revolving Loans and Multicurrency Facility Revolving Loans (iifor this purpose using the Dollar Equivalent of the principal amount of all Euro Denominated Revolving Loans incurred on the Initial Borrowing date) for such Borrower’s general corporate and working capital purposes and for in an aggregate amount not to exceed $110,000,000 may be utilized by the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and Borrowers for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loansdescribed in Section 7.05(a). (c) No part At the time of any each Credit Event (occurring on or after the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for Initial Borrowing Date, the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The aggregate value of all Margin Stock (other than treasury stock) owned by Holdings and its Subsidiaries (for such purpose, using the initial purchase price paid by Holdings or such Subsidiary for the respective shares of Margin Stock) does not exceed $10,000,000. In addition, at the time of each Credit Event occurring on or after the Initial Borrowing Date, the value of the Margin Stock at any time owned by Silgan Holdings and its Subsidiaries does not, and will not, not exceed 25% of the value of the assets of Silgan Holdings and its Subsidiaries taken as a whole. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations Regulation T, Regulation U or X of the Board of Governors of the Federal Reserve System.Regulation X.

Use of Proceeds; Margin Regulations. (a) All proceeds of the Initial Term Loans incurred on the Effective Date shall be used by the Borrower (i) to refinance amounts owing pursuant to refinance, in part, the Indebtedness of Holdings and its Subsidiaries outstanding on the Initial Borrowing Date (other than Existing Credit AgreementIndebtedness), and (ii) to finance, in part, the Acquisition and (iii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (A) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith Transaction and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted hereintransactions contemplated hereby. (b) The proceeds of all Revolving LoansLoans may be used for general corporate, Canadian capital expenditures and working capital purposes of the Borrower and its Subsidiaries, including, without limitation, for consummating Permitted Acquisitions, making payments in respect of Unpaid Drawings, and making payments, as permitted under this Agreement, to the Parent or Holdings, provided that up to, but no more than, $3,750,000 of Revolving Loans and Swingline Loans incurred by each Borrower shall may be utilized (i) (A) to finance a portion pay amounts owing in respect of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Indebtedness of Holdings and its Subsidiaries outstanding on the Initial Borrowing Date (other than Existing Credit Agreement Indebtedness) and (C) to pay the any fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline LoansTransactions. (c) The proceeds of Incremental Term Loans (other than Refinancing Incremental Term Loans which shall be used solely to refinance Term Loans) shall be used to finance Permitted Acquisitions (including to refinance Revolving Loans utilized to finance Permitted Acquisitions) and to pay any fees and expenses incurred in connection with any of the foregoing. (d) No part of any Credit Event (or the proceeds thereof) of any Loan will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a wholeStock. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations Regulation T, U or X of the Board of Governors of the Federal Reserve System.

Use of Proceeds; Margin Regulations. (a) All proceeds of the Term Loans incurred on the Effective Date shall be used (i) to refinance amounts owing pursuant to the Existing Credit Agreement, and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (A) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted herein. (b) The proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loans. (c) No part of any Credit Event (or the proceeds thereof) of any Loan will be used by any Borrower for “buying” or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for “carrying” “margin stock” within the purpose respective meanings of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% such terms under Regulation U of the value Board of Governors of the assets of Silgan Federal Reserve System as now and its Subsidiaries taken as a whole. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of from time to time hereafter in effect or for any other Credit Event will violate or be inconsistent with purpose that violates the provisions of Regulations T, U or X the regulations of the Board of Governors of the Federal Reserve System. If requested by Agent, each Credit Party will furnish to Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form 0-1, as applicable, referred to in Regulation U. (i) Borrower shall use the proceeds of Term Loan A available upon entry of the Interim Order and a portion of the proceeds from the Revolving Credit Advances to finance the A/R Purchase; provided, however, that all indemnification obligations of Borrower and Guarantors under the A/R Securitization Facility shall survive and Borrower shall agree to assume all indemnification obligations owed under the A/R Securitization Facility by Xxxxxx Receivables, in each case in form and substance acceptable to the Securitization Provider (the “Surviving A/R Obligations”); and, provided, further, that, the A/R Obligations Pre-Petition Lien shall survive and continue to encumber the Purchased Facility Assets. (ii) Borrower shall use the proceeds of Term Loan A first made available upon the entry of the Final Order to repay a portion of the then outstanding Revolving Credit Advances equal to the amount of such proceeds (without any corresponding reduction to the Revolving Loan Commitments). (iii) Borrower shall use the necessary proceeds of Revolving Credit Advances necessary to pay Surviving A/R Obligations (whether incurred prior or subsequent to the Petition Date and at the time and in the manner due under the A/R Securitization Facility). (iv) Borrower shall use the proceeds of Term Loan B, upon the entry of the Interim Order, (A) to pay (or, as applicable, cash collateralize) in full in cash the outstanding balance of the Pre-Petition Revolving Credit Advances, (B) to provide cash collateral for the Pre-Petition Letters of Credit in an amount equal to 102% of the face amount of such Pre-Petition Letters of Credit, and (C) to the extent that there are available any proceeds of the Term Loan B following the satisfaction of the obligations described in the preceding clauses (A) and (B), to repay a portion of the then outstanding Revolving Credit Advances equal to the amount of such remaining proceeds (without any corresponding reduction to the Revolving Loan Commitments). The cash collateral described in clause (B) of the preceding sentence shall be used to reimburse the issuer of any Pre-Petition Letters of Credit for any amounts that such issuer is required to pay in the event that any Pre-Petition Letters of Credit are drawn and for any related fees and expenses of such issuer. Upon the expiration or termination of each Pre-Petition Letter of Credit, any related remaining cash collateral in respect of such Pre-Petition Letter of Credit shall be used to repay a portion of the then outstanding Revolving Credit Advances equal to the amount of such remaining proceeds (without any corresponding reduction to the Revolving Loan Commitments). (v) Borrower shall use the necessary proceeds of Revolving Credit Advances necessary to pay Pre-Petition Agreement Expenses at the time and in the manner due under the Pre-Petition Loan Documents. (vi) Borrower may also use the proceeds of Revolving Credit Advances to (A) make adequate protection payments set forth in the Interim Order and the Final Order and adequate protection interest payments at the non-default contractual rate in respect of the term loan under the Pre-Petition Credit Agreement and such other adequate protection payments of other pre-petition debt as are acceptable to Agent; (B) pay administrative expenses for goods and services (including capital expenditures) in the ordinary course of business (other than fees and expenses of professional persons) and to the extent set forth on the Approved Budget; (C) pay amounts owing to Agent and Lenders hereunder; (D) prior to an Event of Default, pay (x) professional fees and expenses in accordance with Section 5.05 of the Restructuring Agreement and (y) ordinary course indenture trustee fees and expenses pursuant to the existing terms of the indentures governing the Xxxxxx 2003 Senior Notes, the Xxxxxx Senior Notes and/or the Xxxxxx Senior Subordinated Notes; and (E) prior to an Event of Default, pay fees and expenses of professionals retained by Borrower or the Committee (if any), to the extent set forth in the Approved Budget and subject to such exceptions and other agreements as may be agreed to by Agent and Lenders, to the extent such professional fees and expenses are approved by final order of the Bankruptcy Court; provided, however, that Borrower and Guarantors shall consult with Agent as to the form of any interim compensation procedures order that they submit to the Bankruptcy Court and that, in any event, any such order shall preserve Agent’s right to review and object to any monthly, interim or final request for the payment of fees or reimbursement of expenses submitted to the Bankruptcy Court; provided, however, that Borrower and Guarantors shall be prohibited from making any payment under the Interim Order or the Final Order (whether on account of adequate protection, reimbursement of professional or indenture trustee fees and expenses or otherwise) until the Pre-Petition Revolving Credit Advances have been repaid in full in cash and the Pre-Petition Letter of Credit Obligations have been repaid or cash collateralized in full in cash. (c) None of the Credit Parties is required to register as an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

Use of Proceeds; Margin Regulations. (a) All proceeds of the Term (i) Tranche A Revolving Loans incurred after the Second Restatement Effective Date will be used for working capital needs and general corporate purposes, including the financing of capital expenditures, Permitted Acquisitions, and other permitted Investments, Restricted Payments, Restricted Junior Debt Prepayments and any other purpose not prohibited hereunder, (ii) Tranche B Revolving Loans incurred on the First Amendment Effective Date will be used for general corporate purposes, including the financing of capital expenditures, Permitted Acquisitions, and other permitted Investments, Restricted Payments, Restricted Junior Debt Prepayments and any other purpose not prohibited hereunder and (iii) Delayed Draw Term Loans shall be used (i) solely to refinance amounts owing pursuant to finance Capital Expenditures consisting of the Existing Credit Agreementacquisition, development, construction, installation, repair, restoration, replacement, relocation, renewal, upgrade, expansion or improvement of, or investment in, or addition or accession to, Eligible Capex Equipment or Eligible Capex Real Property, and (ii) to pay the fees and expenses incurred in connection with related thereto (each, a "Delayed Draw Financed Capital Expenditure"). For the Transactions. All avoidance of doubt, the proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (A) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted herein. (b) The proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loansmake any maintenance-related Capital Expenditures. (cb) No Credit Party is engaged, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a wholeStock. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations Regulation T, U or X of the Board of Governors of the Federal Reserve System.

Use of Proceeds; Margin Regulations. (a) All proceeds of the Initial Sub-Tranche 1 Term Loans incurred on the Effective Date shall be used solely to finance (in part) the Transaction and to pay the fees and expenses incurred in connection therewith. (b) All proceeds of the Initial Sub-Tranche 2 Term Loans shall be used solely (i) to refinance amounts owing pursuant to the Existing Credit Agreementfinance Designated Hospitals Acquisition and purchase and fund working capital and fund Capital Expenditure expenses in connection therewith, and (ii) to pay the fees and expenses incurred in connection with the Transactions. consummation of the Designated Hospitals Acquisition and (iii) as long as the Designated Hospitals Acquisition has been consummated and to the extent such proceeds are in excess of those necessary for the uses described in preceding clauses (i) and (ii), for working capital, Capital Expenditures and other general corporate purposes of VHS Holdco II and its Subsidiaries. (c) All proceeds of the Delayed Draw Initial Sub-Tranche 3 Term Loan incurred on the Delayed Draw Funding Date Loans shall be used (i) solely to finance Permitted Acquisitions and for working capital, Capital Expenditures and other general corporate purposes of VHS Holdco II and its Subsidiaries. (d) All proceeds of the Specified Acquisition Revolving Loans and (ii) the Swingline Loans shall be used solely to finance Permitted Acquisitions and for working capital purposes, Capital Expenditures and other general corporate purposes of VHS Holdco II and its Subsidiaries; provided that up to but no more than $50,000,000 of principal of Revolving Loans and Swingline Loans in the aggregate may be used to make payments pursuant to the Transaction and to pay the fees and expenses incurred in connection with the Transactions. therewith. (e) All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital solely (i) to finance Permitted Acquisitions, (ii) to finance Capital Expenditures and VHS Holdco II's and its Subsidiaries' other general corporate purposes and/or (including, without limitation, (Aiii) to finance Permitted Acquisitions (repay outstanding Term Loans and Revolving Loans, provided that no proceeds from any Incremental Term Loans may be used to pay the fees and expenses related thereto) and to refinance repay any Indebtedness assumed as part of any such Permitted Acquisitions (and Credit Party that is subordinated to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted hereinObligations. (b) The proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loans. (cf) No part of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a wholeStock. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations Regulation T, U or X of the Board of Governors of the Federal Reserve System.

Use of Proceeds; Margin Regulations. (a) All The Borrower will use the proceeds of the Term all Loans incurred on the Effective Closing Date shall be used to (i) to refinance amounts owing pursuant to finance the Existing Credit Agreement, Senior Notes Redemption and refinance certain existing Indebtedness of the Loan Parties and (ii) to pay the fees and expenses incurred in connection with the Transactions. All execution and delivery of this Agreement and the other Loan Documents, the initial Borrowings made hereunder and the transactions contemplated to occur in connection therewith; provided, that, no Revolving Loans or Letters of Credit shall be outstanding on the Closing Date, other than (A) Letters of Credit issued hereunder on the Closing Date to replace, backstop or provide other credit support for any existing letters of credit of the Borrower and (B) Revolving Loans funded hereunder on the Closing Date, the proceeds of which are used by the Borrower to fund original issue discount or additional fees payable under the Fee Letters; (b) The Borrower will use the proceeds of all Loans (other than DDT Loans) after the Closing Date to (i) finance any portion of the Existing Senior Notes Redemption that is not consummated on the Closing Date, (ii) [reserved], (iii) finance Capital Expenditures and working capital needs of the Loan Parties, and (iv) fund other general corporate purposes of the Borrower and its Subsidiaries. (c) The Borrower will use the proceeds of the Delayed Draw Term Loan incurred on DDT Loans, and, if the Delayed Draw Funding Date shall be used DDT Loans are fully funded, the Revolving Loans, to (i) to finance fund a portion of the Specified Acquisition and purchase price paid by the Borrower for the CarePoint Acquisition, (ii) repay certain existing Indebtedness related to the Acquired Business (other than Permitted Surviving Debt), and (iii) pay the fees and expenses incurred in connection with the Transactionsconsummation of the CarePoint Acquisition. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (A) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as No part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted herein. (b) The proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loans. (c) No part of any Credit Event (or the proceeds thereof) Loan will be used by used, whether directly or indirectly, for any Borrower purpose that would violate any rule or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a whole. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations T, U or X regulation of the Board of Governors of the Federal Reserve System., including Regulation T, Regulation U or Regulation X.

Use of Proceeds; Margin Regulations. (a) All proceeds of the InitialExisting Term A Loans incurred on the Third Amendment Effective Date shall be used (i) to refinance amounts owing pursuant to finance the repayment of the entire amount of the Existing Credit Agreement, Term B Loans on the Third Amendment Effective Date and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (A) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted hereintherewith. (b) The proceeds of all Borrowings under the Initial Revolving Loans, Canadian Facility on the Third Amendment Effective Date shall be used to finance the repayment of the entire amount of Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant outstanding immediately prior to the Existing Credit Agreement Third Amendment Effective Date and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the therewith. The proceeds of Swingline Loans Borrowings under the Initial Revolving Facility after the Third Amendment Effective Date shall not be used to refinance then outstanding Swingline Loansfinance the Parent Borrower’s and its Restricted Subsidiaries’ working capital needs (including to replace, continue or provide credit support for any Existing Letters of Credit), capital expenditures and general corporate purposes. (c) All proceeds of Incremental Term Loans will be used by the Parent Borrower as provided in the respective Incremental Amendment pursuant to which such Incremental Term Loans are to be incurred. (d) All Letters of Credit will only be used to support payment and performance obligations of the wholly-owned Restricted Subsidiaries of the Parent Borrower incurred in the ordinary course of business; provided that no Letter of Credit shall support Subordinated Indebtedness or Disqualified Equity Interests. (e) No part of the proceeds of any Credit Event (or the proceeds thereof) will be used by in violation of Section 6.16 or 6.17. (f) No part of the proceeds of any Borrower Credit Event will be used directly or any Subsidiary thereof indirectly to purchase or carry any Margin Stock Stock, or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does notStock, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a whole. Neither the making in violation of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations T, U or X of the Board FRB. No Credit Party is engaged in the business of Governors extending credit for the purpose of purchasing or carrying any Margin Stock. At no time would more than 25% of the Federal Reserve Systemvalue of the assets of the Parent Borrower or of the Parent Borrower and its consolidated Restricted Subsidiaries that are subject to any “arrangement” (as such term is used in Section 221.2(g) of such Regulation U) hereunder be represented by Margin Stock.

Use of Proceeds; Margin Regulations. (a) All proceeds of the Term Loans incurred made on the Restatement Effective Date shall be used (i) to refinance amounts owing pursuant to repurchase and retire all or a portion of the Existing Credit Agreementoutstanding Senior Subordinated Notes, and (ii) to pay the fees and expenses incurred related thereto, plus any prepayment premium or tender premium in connection with such repurchase of the TransactionsSenior Subordinated Notes on the Restatement Effective Date in an amount not to exceed 11.5% of the aggregate principal amount of Senior Subordinated Notes repurchased on the Restatement Effective Date and (iii) for the working capital and general corporate purposes of the Borrower and its Subsidiaries. All proceeds of the Delayed Draw Term Loan incurred on Revolving Loans and the Delayed Draw Funding Swingline Loans made after the Restatement Effective Date shall be used (i) to finance for the Specified Acquisition and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries (including, without limitation, for Permitted Acquisitions). The Borrower may not at any time use the proceeds of any Revolving Loans to repay any Tranche B Term Loans, provided, however that the Borrower may use the proceeds of Revolving Loans (A) in an amount not to finance Permitted Acquisitions (and exceed the Non-Reinvested Net Sale Proceeds Amount to pay make any mandatory prepayment of Tranche B Term Loans required pursuant to Section 4.02(a)(iv) as a result of the fees and expenses related thereto) and failure of the Borrower to refinance reinvest any Indebtedness assumed as part of any Net Sale Proceeds within such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto180-days in accordance with Section 4.02(a)(iv), (B) in an amount not to finance Permitted Debt Repurchases (and exceed the Non-Reinvested Net Insurance Proceeds Amount to pay all accrued and unpaid interest thereonmake any mandatory prepayment of Tranche B Term Loans required pursuant to Section 4.02(v) as a result of the failure of the Borrower to reinvest any Net Insurance Proceeds within such 180-days in accordance with Section 4.02(a)(v), any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding make mandatory prepayments of Tranche B Term Loans pursuant to Section 4.02(a)(vi) so long as after giving effect to the making of such Loans and such prepayment, no Default or Event of Default exists and the Borrower would be able to incur at least $10,000,000 in additional Revolving Loans and/or Swingline Loans)pursuant to Section 1.01(a) of this Agreement. Notwithstanding anything herein to the contrary, the Borrower may use the proceeds of the Revolving Loans to make voluntary prepayments or repurchases in each case respect of the Senior Subordinated Notes (as in effect on the Restatement Effective Date) after the Restatement Effective Date to the extent and for only to the purposes extent permitted herein.under Section 9.03(viii) (b) The proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loans. (c) No part of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a whole. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve SystemStock.

Use of Proceeds; Margin Regulations. (a) All proceeds of the ----------------------------------- Term Loans incurred on the Initial Borrowing Date shall be used to finance, in part, the Purchase Price of the Contemporaneous Acquisitions, directly or indirectly to repay the Indebtedness of the Companies incurred to finance the Pre-Closing Acquisitions and to pay Transaction Fees and Expenses. All proceeds of the Term Loans incurred on the Effective a DVI Payment Date shall be used (i) to refinance repay DVI Indebtedness. In addition, proceeds of the Term Loans incurred on the Initial Borrowing Date in excess of the amounts used in accordance with the first sentence of this Section 7.08 shall be deposited in the Cash Collateral Account to be utilized solely to pay the Purchase Price and closing costs with respect to the Post-Closing Acquisitions or other acquisitions approved by the Required Banks or to pay amounts owing pursuant to the Existing Credit Agreement, and (ii) to pay the fees and expenses incurred DVI Revolver in connection accordance with the Transactions. All proceeds terms of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (A) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted hereinCash Collateral Agreement. (b) The All proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of used by the consideration Borrower for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of the Borrower and its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans Subsidiaries but shall not be permitted to be used to refinance then outstanding Swingline Loanseffect Permitted Acquisitions. (c) All proceeds of Acquisition Loans shall be used by the Borrower only to effect Permitted Acquisitions and to pay fees, costs and expenses related to such acquisitions; provided, however, proceeds of Acquisition Loans may be dividended by the Borrower to Holdings to be used by Holdings to effect Permitted Acquisitions. (d) No part of any Credit Event (or the proceeds thereof) of any Loan will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a wholeStock. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations Regulation G, T, U or X of the Board of Governors of the Federal Reserve System.

Use of Proceeds; Margin Regulations. (a) All The Borrower will use the proceeds of all Revolving Loans funded on the Closing Date to (i) refinance certain Indebtedness of the Borrower and its Subsidiaries, (which shall include, for the avoidance of doubt, the repayment in full of the “Term Loan” (as defined in the Existing Credit Agreement) outstanding immediately before giving effect to this Agreement, together with all accrued interest thereon), (ii) pay transaction costs and expenses arising in connection with this Agreement and (iii) provide for working capital, capital expenditures and other general corporate purposes; provided that it is understood and agreed that no greater than $180,000,000 in Revolving Loans shall be borrowed on the Closing Date (exclusive of any LC Exposure incurred on the Closing Date due to the roll-over of the Existing Letters of Credit). (b) The Borrower will use the proceeds of the Revolving Loans funded after the Closing Date to (i) finance future Permitted Acquisitions and Investments (in each case, solely to the extent permitted hereunder) and (ii) provide for working capital needs, capital expenditures, and for other general corporate purposes. (c) The Borrower will use the proceeds of the Term Loans incurred A Loan funded on the Third Amendment Effective Date shall be used to (i) to refinance amounts owing pursuant to repay all outstanding Revolving Loans in full (without any reduction in the Existing Credit AgreementRevolving Commitments) on the Third Amendment Effective Date, and (ii) to pay the fees and expenses incurred in connection with the Transactions. All Third Amendment and (iii) solely to the extent that there are proceeds remaining after giving effect to the foregoing clauses (c)(i) and (c)(ii), for general corporate purposes permitted hereunder (which, for the avoidance of doubt, shall include future Permitted Acquisitions and Investments, in each case, solely to the extent permitted hereunder). (d) The Borrower will use the proceeds of the Delayed Draw Term Loan incurred on Loans funded after the Delayed Draw Funding Third Amendment Effective Date shall be used to (i) to finance the Specified CFC Acquisition and (ii) to pay the related transaction fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitationtherewith, (Aii) to finance Permitted Acquisitions (the AHMS Acquisition and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted herein. (b) The proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the transaction fees and expenses incurred in connection therewith and (iii) finance the Specified Share Repurchase (it being understood and agree that the funding of the Borrowing shall only be permitted to be made substantially concurrently with the Transactions and consummation of the Specified Share Repurchase). (iie) All Letters of Credit will be used for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case purposes. (f) Notwithstanding anything to the extent and for the purposes permitted contrary contained herein; provided that , no part of the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loans. (c) No part of any Credit Event (or the proceeds thereof) Loan will be used by used, whether directly or indirectly, for any Borrower purpose that would violate any rule or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a whole. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations T, U or X regulation of the Board of Governors of the Federal Reserve System., including Regulation T, Regulation U or Regulation X.

Use of Proceeds; Margin Regulations. (a) All proceeds of the Term Loans incurred by the Borrower on the Effective Initial Borrowing Date shall be used to (i) to refinance amounts owing pursuant to repay, in part, the Existing Credit AgreementRefinanced Indebtedness, and (ii) to pay the fees Transaction Fees and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition Expenses and (iiiii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (A) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans)pay, in each case whole or in part, the outstanding account payable due and owing to the extent and for the purposes permitted herein.Rentrak, Inc. (b) The All proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower after the Initial Borrowing Date shall be utilized (i) (A) to finance a portion of used by the consideration Borrower for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans Borrower but shall not be permitted to be used to refinance then outstanding Swingline Loanseffect Permitted Transactions. (c) All proceeds of Capital Expenditure Loans shall be used by the Borrower only to effect Permitted Transactions; provided, however, that at all times prior to the Initial Compliance Date, proceeds of Capital Expenditure Loans shall be used by the Borrower solely to (i) effect tenant improvements and to acquire initial videocassette rental inventory and merchandise inventory in connection with the opening of the New Leased Stores (the "New Leased Store Developments"), (ii) effect up to $7,000,000 of tenant improvements and conversion costs relating to the Designated Moovies Stores (the "Moovies Store Conversions"), (iii) make Maintenance Capital Expenditures with respect to the upgrading or maintenance of existing stores of the Borrower and its Subsidiaries and to fund upgrades of the Borrower's management information systems and (iv) to effect Permitted Acquisitions consisting of the acquisition of up to 5 video specialty stores owned and operated by franchisees of the Borrower and its Subsidiaries on the Initial Borrowing Date (each such acquisition, a "Franchisee Acquisition"). (d) No part of any Credit Event (or the proceeds thereof) of any Loan will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a wholeStock. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations Regulation G, T, U or X of the Board of Governors of the Federal Reserve System.

Use of Proceeds; Margin Regulations. (a) All The proceeds of the Revolving Loans are to be used solely for working capital purposes and general corporate purposes of the Borrower not prohibited hereby. The proceeds of the Term Loans incurred made on June 15, 2000 were used, together with certain proceeds from the Effective Date shall be used (i) to refinance amounts owing sale by the Borrower on June 15, 2000 of Equipment pursuant to the Secured Sale/Leaseback Documents, to redeem all of the Senior Secured Notes. The proceeds of the Term Loans to be made on the Closing Date are to be used, together with proceeds of Revolving Loans, to repay in full on the Closing Date the Existing Xxxxx Credit AgreementFacility. The proceeds of the Senior Replacement Notes (when and if issued) are to be used by the Borrower for the following purposes and in the following order to the extent of such proceeds: to redeem or otherwise acquire the Senior Subordinated Notes, to repay the Term Loans and (ii) to pay the fees and expenses incurred by the Borrower in connection with the Transactions. All proceeds issuance of the Delayed Draw Term Loan incurred on Senior Replacement Notes and related transactions with any excess proceeds after the Delayed Draw Funding Date shall be used (i) foregoing applications to finance the Specified Acquisition and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for the working capital purposes and other general corporate purposes of the Borrower not prohibited hereby (including, without limitation, (A) to finance Permitted Acquisitions (and tender for the Xxxxx Senior Subordinated Notes); provided that in any event the Borrower shall have issued Senior Replacement Notes in an amount such that the net cash proceeds thereof are sufficient for the Borrower to pay redeem or otherwise acquire in full all of the fees and expenses related thereto) and Senior Subordinated Notes, to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (repay in full the Term Loans and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted herein. (b) The proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred by the Borrower in connection with the Transactions issuance of the Senior Replacement Notes and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loans. (c) No part of any Credit Event (or the proceeds thereof) will be used by any Borrower or related transactions. Neither Parent nor any Subsidiary thereof to purchase is engaged in the business of purchasing or carry any selling Margin Stock or to extend extending credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a whole. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve SystemStock.

Use of Proceeds; Margin Regulations. (a) All proceeds of the U.S. Borrower Tranche A Term Loans, the German Borrower Tranche A Term Loans, the Tranche B Term Loans incurred on and the Effective Date shall Tranche C Term Loans will be used by the Borrowers (i) to finance the Refinancing (including, without limitation, to refinance amounts owing Revolving Loans theretofore incurred to finance purchases of Existing PIK Preferred Stock before the PIK Preferred Drawdown Date pursuant to the Existing Credit Agreement, Section 9.03(iv)) and (ii) to pay fees and expenses related to the Transaction. (b) All proceeds of the Delayed Draw Term Loans shall be used by the U.S. Borrower to purchase the assets as contemplated in Section 5B.02. (c) The proceeds of Revolving Loans incurred by each Revolving Loan Borrower will be used for such Revolving Loan Borrower's and its Subsidiaries' general corporate and working capital purposes, provided that no proceeds of any Revolving Loan may be used to finance the Refinancing (although up to $10 million of Revolving Loans may be utilized on the Initial Borrowing Date to fund working capital requirements of the U.S. Borrower and its Subsidiaries (including refinancing amounts owing under Indebtedness to be Refinanced) and proceeds of Revolving Loans may be used after the Initial Borrowing Date to pay fees and expenses incurred in connection with the TransactionsRefinancing). All proceeds of the Delayed Draw Term Loan In addition, Revolving Loans may be incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition acquisitions permitted under Section 9.02 and (ii) to pay the fees and expenses incurred otherwise in connection accordance with the Transactions. All proceeds terms of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (A) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted hereinthis Agreement. (bd) The No part of the proceeds of all Revolving Loans, Canadian any Loan (other than Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of after the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loans. (c) No part of any Credit Event (or the proceeds thereofInitial Borrowing Date) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a wholeStock. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations Regulation G, T, U or X of the Board of Governors of the Federal Reserve System.X.

Use of Proceeds; Margin Regulations. (a) All proceeds of the Initial Term Loans incurred on the Effective Date shall will be used by the Borrower (i) to refinance finance the repayment of outstanding loans and related interest, fees and other amounts owing pursuant to under the Existing Credit Agreement, and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used Transaction, (iiii) to finance the Specified Acquisition and (iiiv) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital, capital expenditures and other general corporate purposes (including, without limitation, (A) to finance Permitted Acquisitions (of the Borrower and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted hereinits Subsidiaries. (b) The proceeds of all Revolving LoansIncremental Term Loans shall be utilized for the working capital, Canadian capital expenditures and other general corporate purposes of the Borrower and its Subsidiaries. (c) All proceeds of the Revolving Loans and the Swingline Loans incurred by each will be used for the working capital, capital expenditures and other general corporate purposes of the Borrower shall be utilized and its Subsidiaries, including Permitted Acquisitions, provided that (i) (A) to finance a portion of the consideration no proceeds from Revolving Loans or Swingline Loans may be used for the Specified Acquisition, purposes described in Section 8.08(a) (Bother than clause (iv) to refinance amounts owing pursuant to the Existing Credit Agreement and (Cthereof) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the no proceeds of Swingline Loans shall not will be used to refinance then outstanding Swingline Loans. (cd) No part of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a wholeStock. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations Regulation T, U or X of the Board of Governors of the Federal Reserve System. The fair market value of all Margin Stock owned by the Borrower and its Subsidiaries (excluding Capital Stock of the Borrower held in treasury) does not exceed $4,000,000. At the time of each Credit Event, not more than 25% of the value of the assets of the Borrower and its Subsidiaries taken as a whole (including all Capital Stock of the Borrower held in treasury) will constitute Margin Stock.

Use of Proceeds; Margin Regulations. (a) All The proceeds of the Term Loans incurred Loans, together with the proceeds of the Revolving Facility Loan and the proceeds of the issuance of the Senior Subordinated Notes, shall be utilized by the US Borrower on the Effective Initial Borrowing Date shall be used solely to (i) to refinance amounts owing pursuant to the Existing Credit Agreement, and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Merger Transaction in an aggregate amount not to exceed $32,000,000 (the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition and "TRANSACTION COSTS"), (ii) make a transfer to pay Holdings by means of a distribution (the fees and expenses incurred "HOLDINGS DISTRIBUTION") in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, minimum amount that is necessary to enable Holdings to (A) to finance Permitted Acquisitions (and to pay the fees Merger Consideration and expenses related thereto(B) and pay the Transaction Costs (to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related theretoextent not paid by the US Borrower), (Biii) make a transfer to finance Permitted Debt Repurchases the Canadian Borrower by means of an intercompany loan (and the "CANADIAN INTERCOMPANY LOAN") in an aggregate principal amount not to pay all accrued and unpaid interest thereonexceed the Canadian Dollar Equivalent of $40,000,000, any prepayment premium associated therewith and (iv) make a transfer to the fees and expenses related theretoUK Borrower and/or IMC Global (Europe) Limited by means of an intercompany loan (the "UK INTERCOMPANY LOAN") in an aggregate principal amount not to exceed (pound)51,000,000 and (Cv) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to pay the extent and for the purposes permitted hereinExisting Indebtedness. (b) The Holdings Distribution shall be utilized by Holdings on the Initial Borrowing Date solely to finance the Transaction and pay the Transaction Costs (to the extent not paid by the US Borrower). (c) The proceeds of the Canadian Intercompany Loan shall be utilized by the Canadian Borrower on the Initial Borrowing Date solely to repay Existing Indebtedness of the Canadian Borrower. (d) The proceeds of the UK Intercompany Loan shall be utilized by the UK Borrower on the Initial Borrowing Date solely to repay Existing Indebtedness of the UK Borrower. (e) The proceeds of all Revolving Loans, Canadian Revolving Swingline Loans and Swingline Loans incurred B/As shall be utilized by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of the US Borrower and its respective SubsidiariesSubsidiaries (including, including but not limited to, Permitted Acquisitions); PROVIDED that up to, but no more than $29,000,000 of Revolving Loans (the payment of Dividends, "REVOLVING FACILITY LOAN") may be utilized by the repayment of certain Indebtedness, US Borrower and its Subsidiaries on the financing of Permitted Acquisitions and Initial Borrowing Date for working capital purposes. (f) Neither the making of Investmentsany Loan, in each case to nor the extent and for the purposes permitted herein; provided that use of the proceeds thereof, nor the occurrence of Swingline Loans shall not any other Credit Event, will violate or be used to refinance then outstanding Swingline Loans. (c) No inconsistent with the provisions of Regulation U or X of the Board of Governors of the Federal Reserve System and no part of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a whole. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve SystemStock.

Use of Proceeds; Margin Regulations. (a) All The proceeds of the Tranche B Term Loans incurred and the Tranche C Term Loans shall be utilized by the U.S. Borrower and the Bermuda Borrower, respectively, on the Restatement Effective Date shall be used (i) solely to refinance amounts owing pursuant to finance the Existing Credit Agreement, Refinancing and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition and (ii) to pay the fees and expenses incurred in connection with the TransactionsTransaction. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (any purpose permitted under this Agreement, including, without limitation, (Ai) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (Cii) to prepay outstanding Revolving Loans and/or Swingline Loans)in accordance with the terms of this Agreement and to prepay outstanding ABL Loans in accordance with the terms of the ABL Credit Agreement, (iii) for the Incremental Term Loan Borrowers’ and their respective Subsidiaries’ ongoing working capital requirements and general corporate purposes and (iv) in each the case of Incremental Term Loans incurred by the U.S. Borrower, to the extent and (x) make intercompany loans to Intermediate Holdco pursuant to Section 9.05(xxi) to be utilized for the purposes permitted hereindescribed in subclause (iv) thereof and/or (y) pay Dividends to Intermediate Holdco pursuant to Section 9.06(ix) to be utilized for the purposes described in subclause (v) thereof. (b) The proceeds At the time of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of Credit Event occurring on or after the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of DividendsRestatement Effective Date, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loans. (c) No part of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The aggregate value of all Margin Stock (other than treasury stock) owned by Holdings and its Subsidiaries (for such purpose, using the initial purchase price paid by Holdings or such Subsidiary for the respective shares of Margin Stock) does not exceed $10,000,000. In addition, at the time of each Credit Event occurring on or after the Restatement Effective Date, the value of the Margin Stock at any time owned by Silgan Holdings and its Subsidiaries does not, and will not, not exceed 25% of the value of the assets of Silgan Holdings and its Subsidiaries taken as a whole. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations Regulation T, Regulation U or X of the Board of Governors of the Federal Reserve System.Regulation X.

Use of Proceeds; Margin Regulations. (a) All proceeds of the Term Loans incurred on the Effective Initial Borrowing Date shall be used (i) to refinance finance the repayment of amounts owing pursuant to the Existing Credit Agreement, and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition transactions contemplated hereby and (iiiii) for the general corporate and working capital purposes of Silgan and its Subsidiaries, including, the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to pay the fees extent and expenses incurred in connection with for the Transactionspurposes permitted herein. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (Ai) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto)), (Bii) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (Ciii) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted herein. (b) The proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (Ax) to finance a portion the repayment of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (Cy) to pay the fees and expenses incurred in connection with the Transactions transactions contemplated hereby and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loans. (c) No part of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv8.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a whole. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System.

Use of Proceeds; Margin Regulations. (a) [Reserved.] (b) The proceeds of all Revolving Loans and Swingline Loans shall be utilized (i) to finance the Refinancing and to pay fees and expenses incurred in connection with the Transaction and (ii) after application of such proceeds for the purposes described in preceding clause (i), for general corporate and working capital purposes of the Borrower and its Subsidiaries (including the financing of Permitted Acquisitions, Investments permitted under Section 10.05 and (subject to Section 8.05(d)) payments permitted under Section 10.06); provided that up to, but not more than, $150,000,000 of proceeds of Revolving Loans and Swingline Loans (for the avoidance of doubt, excluding any Letter of Credit Outstandings with respect to Existing Letters of Credit deemed issued as “Letters of Credit” pursuant to Section 3.01(e) on the Initial Borrowing Date) may be incurred on the Initial Borrowing Date and used for the purposes described in Section 8.05(b)(i). (c) All proceeds of the Incremental Term Loans incurred on the Effective Date shall be used utilized (i) to refinance amounts owing pursuant to finance Permitted Acquisitions of the Existing Credit Agreement, Borrower (and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (A) to finance Permitted Acquisitions (and to pay the fees and expenses related theretotherewith) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted herein. (b) The proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower shall be utilized (i) (A) to finance a portion of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (C) to pay the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the other general corporate and working capital purposes of the Borrower and its respective Subsidiaries, Subsidiaries (including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions Investments permitted pursuant to Section 10.05 and the making of Investments, in each case (subject to the extent and for the purposes Section 8.05(d)) payments permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loansunder Section 10.06). (cd) No part of any Credit Event (or the proceeds thereof) will be used by any Borrower used, whether directly or any Subsidiary thereof indirectly, and whether immediately, incidentally or ultimately, to purchase or carry any Margin Stock or to extend credit for (or to others for for) the purpose of purchasing or carrying any Margin Stock except or to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a wholerefund indebtedness originally incurred for such purpose. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations Regulation T, U or X of the Board of Governors of the Federal Reserve System. (e) At the time of each Credit Event, not more than 25% of the value of the assets of the Borrower and its Subsidiaries taken as a whole (including all capital stock of the Borrower held in treasury) will constitute Margin Stock.

Use of Proceeds; Margin Regulations. (a) All proceeds of the Initial Term Loans incurred on the Effective Closing Date shall be used (i) to refinance amounts owing pursuant to the Existing Credit Agreement, and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition Transactions and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital needs, capital expenditures and other general corporate purposes (including, without limitation, (A) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (C) to prepay outstanding Revolving Loans and/or Swingline Loans), in each case to the extent and for the purposes permitted hereinpurposes. (b) The proceeds of all Borrowings under the Initial Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Borrower Facility shall be utilized (i) (A) used to finance a portion the Parent Borrower’s and its Restricted Subsidiaries’ working capital needs (including to replace, continue or provide credit support for any Existing Letters of Credit), capital expenditures, general corporate purposes and certain Transaction Costs related to any upfront fees or OID with respect to the consideration for Revolving Facility or the Specified Acquisition, (B) to refinance amounts owing Term Loan Facility pursuant to the Existing Credit Agreement and (C) to pay “market flex” provisions of the fees and expenses incurred in connection with the Transactions and (ii) for such Borrower’s general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loans.Fee Letter; (c) All proceeds of Incremental Term Loans will be used by the Parent Borrower as provided in the respective Incremental Amendment pursuant to which such Incremental Term Loans are to be incurred. (d) All Letters of Credit will only be used to support payment and performance obligations of the wholly-owned Restricted Subsidiaries of the Parent Borrower incurred in the ordinary course of business; provided that no Letter of Credit shall support Subordinated Indebtedness or Disqualified Equity Interests. (e) No part of the proceeds of any Credit Event (or the proceeds thereof) will be used by in violation of Sections 6.16 and 6.17. (f) No part of the proceeds of any Borrower Credit Event will be used directly or any Subsidiary thereof indirectly to purchase or carry any Margin Stock Stock, or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does notStock, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a whole. Neither the making in violation of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations T, U or X of the Board FRB. No Credit Party is engaged in the business of Governors extending credit for the purpose of purchasing or carrying any Margin Stock. At no time would more than 25% of the Federal Reserve Systemvalue of the assets of the Parent Borrower or of the Parent Borrower and its consolidated Restricted Subsidiaries that are subject to any “arrangement” (as such term is used in Section 221.2(g) of such Regulation U) hereunder be represented by Margin Stock.

Use of Proceeds; Margin Regulations. (a) All The proceeds of the Tranche A Term Loans incurred shall be utilized by the U.S. Borrower on the Effective Initial Borrowing Date shall be used solely to (ix) to refinance amounts owing pursuant to finance the Existing Credit Agreement, Merger and the Refinancing and (iiy) to pay the fees and expenses incurred in connection with the Transactions. All Transaction; provided that the proceeds of the Delayed Draw Tranche A Term Loan incurred on the Delayed Draw Funding Date Loans shall be used applied (iI) first, to finance the Specified Acquisition Merger and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (A) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (B) to finance Permitted Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) Transaction and (CII) to prepay outstanding Revolving Loans and/or Swingline Loans)second, after the application of such proceeds in each case to the extent and full for the purposes permitted herein. described in preceding subclause (b) I), to finance the Refinancing. The proceeds of all Revolving Loans, Canadian Revolving the Tranche B Term Loans and Swingline Loans incurred by each Borrower shall be utilized by the Bermuda Borrower on the Initial Borrowing Date solely to (ix) (A) to finance a portion of the consideration for Merger and the Specified AcquisitionRefinancing, (By) to refinance amounts owing pursuant to effect Intercompany Distribution Transactions in accordance with the Existing Credit requirements of this Agreement and (Cz) to pay the fees and expenses incurred in connection with the Transactions and Transaction; provided that (iii) if the U.S. Borrower has fully available cash on hand in such amount as is required to comply with the provisions of Section 5.12 (but, for such Borrower’s general corporate and working capital purposes and purpose, without the Bermuda Borrower utilizing the full amount of the Tranche B Term Loans to finance the Transaction), then the portion of the proceeds of the Tranche B Term Loans not so required to be utilized to finance the Transaction in compliance with said Section 5.12 may be utilized for the general corporate and working capital purposes of the Bermuda Borrower and its affiliates and (ii) the proceeds of Tranche B Term Loans utilized to fund Intercompany Distribution Transactions shall be applied (I) first, to finance the Refinancing and (II) second, after the application of such proceeds in full for the purposes described in preceding subclause (I), to finance the Merger and pay fees and expenses incurred in connection with the Transaction. (b) All proceeds of Revolving Loans and Swingline Loans shall be used for the Borrowers' and their respective Subsidiaries, ' ongoing working capital requirements and general corporate purposes (including the payment of Dividends, the repayment of certain Indebtedness, the financing of to effect Permitted Acquisitions and the making of Investments, in each case (to the extent permitted by this Agreement) but excluding payments in connection with the Transaction (except as provided in the proviso below)); provided, however, that proceeds of Dollar Facility Revolving Loans and Multicurrency Facility Revolving Loans (for this purpose using the Dollar Equivalent of the principal amount of all Euro Denominated Revolving Loans incurred on the Initial Borrowing date) in an aggregate amount not to exceed $110,000,000 may be utilized by the Borrowers for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loansdescribed in Section 7.05(a) above. (c) No part At the time of any each Credit Event (occurring on or after the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for Initial Borrowing Date, the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv). The fair market value of all Margin Stock (excluding shares of treasury stock) owned by Holdings and its Subsidiaries does not exceed $2,500,000 (or, if the foregoing representation could not correctly be made because the fair market value of Margin Stock owned by Holdings and its Subsidiaries exceeds $2,500,000 solely as a result of an increase in the trading price of such Margin Stock (and not as a result of supplemental purchases of Margin Stock), the lesser of (x) the fair market value of all such Margin Stock and (y) $10,000,000). In addition, at the time of each Credit Event occurring on or after the Initial Borrowing Date, the value of the Margin Stock at any time owned by Silgan Holdings and its Subsidiaries does not, and will not, not exceed 25% of the value of the assets of Silgan Holdings and its Subsidiaries taken as a whole. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations Regulation T, Regulation U or X of the Board of Governors of the Federal Reserve System.Regulation X.

Use of Proceeds; Margin Regulations. (a) All proceeds of the A Term Loans incurred on the Effective Date and B Term Loans shall be used (i) to refinance finance the repayment of amounts owing pursuant to the Existing Credit Agreement, Agreement and (ii) to pay the fees and expenses incurred in connection with the Transactions. All proceeds of the Delayed Draw Term Loan incurred on the Delayed Draw Funding Date shall be used (i) to finance the Specified Acquisition and (ii) to pay the fees and expenses incurred in connection with the Transactionstransactions contemplated hereby. All proceeds of Incremental Term Loans incurred by Silgan and each other Incremental Term Loan Borrower shall be used for working capital and other general corporate purposes (including, without limitation, (Ai) to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), (Bii) to finance Permitted Subordinated Debt Repurchases (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto) and (Ciii) to prepay outstanding Revolving Loans. All proceeds of Incremental Term Loans and/or Swingline Loansincurred by any Foreign Incremental Term Loan Borrower shall be used to finance Permitted Acquisitions (and to pay the fees and expenses related thereto) made by any member of the Related Foreign Company Group of such Foreign Incremental Term Loan Borrower and to refinance any Indebtedness assumed as part of any such Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any prepayment premium associated therewith and the fees and expenses related thereto), in each case to the extent and for the purposes permitted herein. (b) The proceeds of all Revolving Loans, Canadian Revolving Loans and Swingline Loans incurred by each Revolving Borrower shall be utilized (i) (Ax) to finance a portion the repayment of the consideration for the Specified Acquisition, (B) to refinance amounts owing pursuant to the Existing Credit Agreement and (Cy) to pay the fees and expenses incurred in connection with the Transactions transactions contemplated hereby and (ii) for such Revolving Borrower’s 's general corporate and working capital purposes and for the general corporate and working capital purposes of its respective Subsidiaries, including the payment of Dividends, the repayment of certain Indebtedness, the financing of Permitted Acquisitions and the making of Investments, in each case to the extent and for the purposes permitted herein; provided that the proceeds of Swingline Loans shall not be used to refinance then outstanding Swingline Loans. (c) No part of any Credit Event (or the proceeds thereof) will be used by any Borrower or any Subsidiary thereof to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except to the extent permitted by Section 9.03(iv8.03(iv). The value of all Margin Stock at any time owned by Silgan and its Subsidiaries does not, and will not, exceed 25% of the value of the assets of Silgan and its Subsidiaries taken as a whole. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System.