Common use of Additional Foreign Borrowers Clause in Contracts

Additional Foreign Borrowers. At any time that Silgan desires that a Wholly-Owned Foreign Subsidiary of Silgan become a Foreign Revolving Borrower or a Foreign Incremental Term Loan Borrower hereunder, such Wholly-Owned Foreign Subsidiary shall satisfy the following conditions at the time it becomes a Foreign Revolving Borrower or a Foreign Incremental Term Loan Borrower, as the case may be: (i) (A) the consent of the Administrative Agent shall have been obtained (which consent shall not be unreasonably withheld or delayed) and (B) in the case of a Foreign Revolving Borrower, each Revolving Lender at that time shall be permitted by, and shall have theretofore received all required governmental approvals and licenses under, Applicable Law to be able to make loans to Persons organized under (or domiciled in) the jurisdiction of organization (or the domicile, as the case may be) of such proposed Foreign Revolving Borrower and each Revolving Lender shall be permitted to lend to such proposed Foreign Revolving Borrower pursuant to the terms of its internal policies; (ii) to the extent requested by any Lender or the Swingline Lender (as applicable), such Foreign Borrower shall have executed and delivered Incremental Term Notes, Revolving Notes, Canadian Revolving Notes, Dutch Revolving Note and/or Swingline Notes satisfying the applicable conditions set forth in Section 2.05; (iii) such Foreign Borrower shall have executed and delivered an Election to Become a Foreign Borrower in the form of Exhibit J-2, which shall be in full force and effect; (iv) to the extent any of the documents, writings, records, instruments, consents and opinions that would have been required by Sections 6.01(c), (d) and (n) if such Foreign Borrower had been subject thereto on the Effective Date had not been heretofore delivered, such items shall have been delivered to, and shall be reasonably satisfactory to, the Administrative Agent; provided that the documentation and other information required pursuant to Section 6.01(n) shall be delivered to the Administrative Agent at least three (3) Business Days prior to the date on which such Foreign Borrower becomes a Foreign Borrower hereunder; (v) if and to the extent permitted by Applicable Law (after complying with any “whitewash” and other applicable proceedings), all Obligations of such Foreign Borrower under the Credit Documents shall be guaranteed by each member of the Related Foreign Company Group of such Foreign Borrower (each such member providing such guaranty, a “Related Foreign Company Guarantor”) pursuant to a guaranty reasonably satisfactory in form and substance to the Administrative Agent (each a “Related Foreign Company Guaranty”) as well as by any other existing Foreign Credit Party (subject to such exceptions as may be reasonably acceptable to the Administrative Agent); and (vi) if and to the extent permitted by Applicable Law (after complying with any “whitewash” and other applicable proceedings), all Obligations of such Foreign Borrower under the Credit Documents to which it is a party and all Obligations of the Related Foreign Company Guarantors, as well as all other Foreign Credit Parties, under the Related Foreign Company Guarantees shall be secured, pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent (together with the Canadian Security Documents and the Dutch Security Documents, collectively, the “Foreign Security Documents”), by a first priority perfected security interest in the capital stock and other equity interests of the Foreign Subsidiaries that are Material Subsidiaries owned directly by each such Person and organized in the same jurisdiction as such Person, in each case subject to such exceptions as may be reasonably acceptable to the Administrative Agent. Upon Silgan’s written request to the Administrative Agent to add a Wholly-Owned Foreign Subsidiary of Silgan as a Foreign Revolving Borrower as provided above, (i) the Administrative Agent shall promptly deliver a copy of such request to each Revolving Lender and (ii) promptly after such Revolving Lender’s receipt of such request, such Revolving Lender will notify the Administrative Agent and Silgan in writing as to whether or not such Revolving Lender is permitted to make loans to Persons organized under (or domiciled in) the jurisdiction of organization (or the domicile, as the case may be) of such proposed Foreign Revolving Borrower (it being understood that (x) to the extent any Revolving Lender notifies the Administrative Agent and Silgan that such Revolving Lender is not permitted to make such loans, the proposed Foreign Revolving Borrower may not be added as a Foreign Revolving Borrower hereunder until such time as all Revolving Lenders are permitted to make such loans to the proposed Foreign Revolving Borrower and (y) any Revolving Lender who does not so respond to the Administrative Agent and Silgan shall be deemed to not have the necessary approvals and/or licenses required under Section 6.04(b)(i)(B)).

Additional Foreign Borrowers. At any time that Silgan desires that a Wholly-Owned Foreign Subsidiary of Silgan become a Foreign Revolving Borrower or a Foreign Incremental Term Loan Borrower hereunder, such Wholly-Owned Foreign Subsidiary shall satisfy the following conditions at the time it becomes a Foreign Revolving Borrower or a Foreign Incremental Term Loan Borrower, as the case may be: : (i) (A) the consent of the Administrative Agent shall have been obtained (which consent shall not be unreasonably withheld or delayed) and (B) in the case of a Foreign Revolving Borrower, each Revolving Lender at that time shall be permitted by, and shall have theretofore received all required governmental approvals and licenses under, Applicable Law to be able to make loans to Persons organized under (or domiciled in) the jurisdiction of organization (or the domicile, as the case may be) of such proposed Foreign Revolving Borrower and each Revolving Lender shall be permitted to lend to such proposed Foreign Revolving Borrower pursuant to the terms of its internal policies; ; (ii) to the extent requested by any Lender or the Swingline Lender (as applicable), such Foreign Borrower shall have executed and delivered Incremental Term Notes, Revolving Notes, Canadian Revolving Notes, Dutch Revolving Note and/or Swingline Notes satisfying the applicable conditions set forth in Section 2.05; ; (iii) such Foreign Borrower shall have executed and delivered an Election to Become a Foreign Borrower in the form of Exhibit J-2, which shall be in full force and effect; ; (iv) to the extent any of the documents, writings, records, instruments, consents and opinions that would have been required by Sections 6.01(c), (d) and (n) if such Foreign Borrower had been subject thereto on the Effective Date had not been heretofore delivered, such items shall have been delivered to, and shall be reasonably satisfactory to, the Administrative Agent; provided that the documentation and other information required pursuant to Section 6.01(n) shall be delivered to the Administrative Agent at least three (3) Business Days prior to the date on which such Foreign Borrower becomes a Foreign Borrower hereunder; ; (v) if and to the extent permitted by Applicable Law (after complying with any “whitewash” and other applicable proceedings), all Obligations of such Foreign Borrower under the Credit Documents shall be guaranteed by each member of the Related Foreign Company Group of such Foreign Borrower (each such member providing such guaranty, a “Related Foreign Company Guarantor”) pursuant to a guaranty reasonably satisfactory in form and substance to the Administrative Agent (each a “Related Foreign Company Guaranty”) as well as by any other existing Foreign Credit Party (subject to such exceptions as may be reasonably acceptable to the Administrative Agent); and (vi) if and to the extent permitted by Applicable Law (after complying with any “whitewash” and other applicable proceedings), all Obligations of such Foreign Borrower under the Credit Documents to which it is a party and all Obligations of the Related Foreign Company Guarantors, as well as all other Foreign Credit Parties, under the Related Foreign Company Guarantees shall be secured, pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent (together with the Canadian Security Documents and the Dutch Security Documents, collectively, the “Foreign Security Documents”), by a first priority perfected security interest in the capital stock and other equity interests of the Foreign Subsidiaries that are Material Subsidiaries owned directly by each such Person and organized in the same jurisdiction as such Person, in each case subject to such exceptions as may be reasonably acceptable to the Administrative Agent. Upon Silgan’s written request to the Administrative Agent to add a Wholly-Owned Foreign Subsidiary of Silgan as a Foreign Revolving Borrower as provided above, (i) the Administrative Agent shall promptly deliver a copy of such request to each Revolving Lender and (ii) promptly after such Revolving Lender’s receipt of such request, such Revolving Lender will notify the Administrative Agent and Silgan in writing as to whether or not such Revolving Lender is permitted to make loans to Persons organized under (or domiciled in) the jurisdiction of organization (or the domicile, as the case may be) of such proposed Foreign Revolving Borrower (it being understood that (x) to the extent any Revolving Lender notifies the Administrative Agent and Silgan that such Revolving Lender is not permitted to make such loans, the proposed Foreign Revolving Borrower may not be added as a Foreign Revolving Borrower hereunder until such time as all Revolving Lenders are permitted to make such loans to the proposed Foreign Revolving Borrower and (y) any Revolving Lender who does not so respond to the Administrative Agent and Silgan shall be deemed to not have the necessary approvals and/or licenses required under Section 6.04(b)(i)(B)).134 150546217_8170136845_8