Common use of Accounts Receivable Facility Clause in Contracts

Accounts Receivable Facility. After the execution and delivery thereof, (i) the Receivables Subsidiary shall default in any payment of any amounts beyond the period of grace, if any, provided in the Accounts Receivable Facility Documents or (ii) Silgan or any of its Subsidiaries shall default in the observance or performance of any agreement or condition contained in the Accounts Receivable Facility Documents to which they are a party, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of the obligations of the Receivables Subsidiary under the Accounts Receivable Facility (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required but giving effect to any grace period), the Accounts Receivable Facility to become due (or unwind) prior to its stated maturity or (iii) the obligations of the Receivables Subsidiaries under the Accounts Receivable Facility shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; then, and in any such event, and at any time thereafter (subject to Section 6.02), if any Event of Default shall then be continuing, the Administrative Agent, upon the written request of the Required Lenders, shall by written notice to the Borrowers, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any Lender or the holder of any Note to enforce its claims against any Borrower (provided that, if an Event of Default specified in Section 10.05 shall occur with respect to any Borrower, the result which would occur upon the giving of written notice by the Administrative Agent to the Borrowers as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitment terminated, whereupon all Commitments shall forthwith terminate immediately and any Commitment Commission and Canadian Commitment Commission shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each of the Borrowers; (iii) exercise any rights or remedies under any of the Guaranties and/or in its capacity as Collateral Agent under any of the Security Documents; (iv) direct the Revolving Borrowers to pay (and the Revolving Borrowers agree that upon receipt of such notice they will pay) to the Administrative Agent at the Payment Office such additional amount of cash (in the respective Currencies in which such Letters of Credit are denominated), to be held as security by the Administrative Agent in the Cash Collateral Account, as is equal to the aggregate Stated Amount of all then outstanding Letters of Credit; and (v) terminate any Letter of Credit which may be terminated in accordance with its terms.

Accounts Receivable Facility. After the execution and delivery thereof, (i) the Receivables Subsidiary shall default in any payment of any amounts beyond the period of grace, if any, provided in the Accounts Receivable Facility Documents or (ii) Silgan or any of its Subsidiaries shall default in the observance or performance of any agreement or condition contained in the Accounts Receivable Facility Documents to which they are a party, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of the obligations of the Receivables Subsidiary under the Accounts Receivable Facility (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required but giving effect to any grace period), the Accounts Receivable Facility to become due (or unwind) prior to its stated maturity or (iii) the obligations of the Receivables Subsidiaries under the Accounts Receivable Facility shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; then, and in any such event, and at any time thereafter (subject to Section 6.02)thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon the written request of the Required Lenders, shall by written notice to the Borrowers, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any Lender or the holder of any Note to enforce its claims against any Borrower (provided that, if an Event of Default specified in Section 10.05 9.05 shall occur with respect to any Borrower, the result which would occur upon the giving of written notice by the Administrative Agent to the Borrowers as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitment terminated, whereupon all Commitments shall forthwith terminate immediately and any Commitment Commission and Canadian Commitment Commission shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations (including, without limitation, the Face Amount of all outstanding Bankers’ Acceptance Loans) owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each of the Borrowers; (iii) exercise any rights or remedies under any of the Guaranties and/or in its capacity as Collateral Agent under any of the Security Documents; (iv) direct the Revolving Borrowers to pay (and the Revolving Borrowers agree that upon receipt of such notice they will pay) to the Administrative Agent at the Payment Office such additional amount of cash (in the respective Currencies in which such Letters of Credit are denominated), to be held as security by the Administrative Agent in the Cash Collateral Account, as is equal to the aggregate Stated Amount of all then outstanding Letters of Credit; and (v) terminate any Letter of Credit which may be terminated in accordance with its terms.

Accounts Receivable Facility. After There shall exist and continue for five (5) days any "Event of Termination" as provided under the execution and delivery thereofterms of any of the Receivables Backup Purchase Agreements or the Receivables Sale Agreements (collectively, the "Receivables Securitization Agreements") other than an Event of Termination which arises from: (i) the matters described in subsection 12.1(f) of the Receivables Subsidiary shall default in any payment of any amounts beyond the period of grace, if any, provided in the Accounts Receivable Facility Documents or Securitization Agreements; (ii) Silgan or any of its Subsidiaries shall default reduction in the observance or performance of any agreement or condition contained in the Accounts Receivable Facility Documents to which they are a party, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of the obligations of the Receivables Subsidiary under the Accounts Receivable Facility Interface's credit rating (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required but giving effect to any grace periodthe imputed equivalent thereof), the Accounts Receivable Facility to become due (or unwind) prior to its stated maturity or ; (iii) the obligations operation of a cross-termination provision in such Receivables Securitization Agreements (that is, a provision in such Receivables Securitization Agreements under which the occurrence of any "Event of Termination" under any other Receivables Securitization Agreement is also an Event of Termination under such Receivables Securitization Agreements) which is not otherwise an Event of Default hereunder; (iv) any Consolidated Company's failure to comply with, or its making of any changes in or supplements to, its credit and collection policies; (v) any failure by Interface to maintain the minimum net worth required in Interface SPC under the terms of such Receivables Securitization Agreements; (vi) any amendment of the terms of any Consolidated Company's accounts receivable or any contract relating thereto or any waiver by such Consolidated Company of the terms and conditions of such contract; (vii) any change in the character of the business of any of the Consolidated Companies (which is not a violation of Section 7.09 hereof) or in their respective credit and collection policies; (viii) Interface SPC's entering into or becoming a party to any agreement or instruments incidental to its administration or operation other than those expressly permitted under the terms of such Receivables Subsidiaries under Securitization Agreement; (ix) any determination that the payment by Interface SPC to any of the - 63 - Consolidated Companies of 100% of the net book value of the accounts receivable does not constitute the "reasonably equivalent value" of the accounts receivable and related rights sold by such Consolidated Company to Interface SPC in connection with the Accounts Receivable Facility shall be declared Facilities; (x) any change in the Certificate of Incorporation or By-Laws of Interface SPC; (xi) any failure by Interface SPC or Interface to be due and payable, comply with any of the affirmative or required to be prepaid other than by a regularly scheduled required prepayment, prior negative covenants in such Receivables Securitization Agreement which relate to the stated maturity thereofestablishment and maintenance of Interface SPC's separate legal identity; then, and in any such event, and at any time thereafter (subject to Section 6.02), if any Event xii) the past- due or defaulted accounts receivable of Default shall then be continuing, the Administrative Agent, upon the written request of the Required Lenders, shall by written notice to the Borrowers, take any or all of the following actions, without prejudice to Consolidated Companies exceeding any applicable limitations set forth in such Receivables Securitization Agreement; (xiii) the rights aggregate "Dilutions" (as such term is defined in such Receivables Securitization Agreement) on any or all of the Administrative Agent, Consolidated Companies' accounts receivable exceeding any Lender applicable limitation set forth in such Receivables Securitization Agreement; or (xiv) the holder of "Portfolio Turnover" (as such term is used in such Receivables Securitization Agreement) exceeding any Note to enforce its claims against any Borrower (provided that, if an Event of Default specified applicable limitation set forth in Section 10.05 shall occur with respect to any Borrower, the result which would occur upon the giving of written notice by the Administrative Agent to the Borrowers as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitment terminated, whereupon all Commitments shall forthwith terminate immediately and any Commitment Commission and Canadian Commitment Commission shall forthwith become due and payable without any other notice of any kindReceivables Securitization Agreement; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each of the Borrowers; (iii) exercise any rights or remedies under any of the Guaranties and/or in its capacity as Collateral Agent under any of the Security Documents; (iv) direct the Revolving Borrowers to pay (and the Revolving Borrowers agree that upon receipt of such notice they will pay) to the Administrative Agent at the Payment Office such additional amount of cash (in the respective Currencies in which such Letters of Credit are denominated), to be held as security by the Administrative Agent in the Cash Collateral Account, as is equal to the aggregate Stated Amount of all then outstanding Letters of Credit; and (v) terminate any Letter of Credit which may be terminated in accordance with its terms.or

Accounts Receivable Facility. After There shall exist and continue for five (5) days any "Event of Termination" as provided under the execution and delivery thereofterms of any of the Receivables Backup Purchase Agreements or the Receivables Sale Agreements (collectively, the "Receivables Securitization Agreements") other than an Event of Termination which arises from: (i) the matters described in subsection 12.1(f) of the Receivables Subsidiary shall default in any payment of any amounts beyond the period of grace, if any, provided in the Accounts Receivable Facility Documents or Securitization Agreements; (ii) Silgan or any of its Subsidiaries shall default reduction in the observance or performance of any agreement or condition contained in the Accounts Receivable Facility Documents to which they are a party, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of the obligations of the Receivables Subsidiary under the Accounts Receivable Facility Interface's credit rating (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required but giving effect to any grace periodthe imputed equivalent thereof), the Accounts Receivable Facility to become due (or unwind) prior to its stated maturity or ; (iii) the obligations operation of a cross-termination provision in such Receivables Securitization Agreements (that is, a provision in such Receivables Securitization Agreements under which the occurrence of any "Event of Termination" under any other Receivables Securitization Agreement is also an Event of Termination under such Receivables Securitization Agreements) which is not otherwise an Event of Default hereunder; (iv) any - 110 - Consolidated Company's failure to comply with, or its making of any changes in or supplements to, its credit and collection policies; (v) any failure by Interface to maintain the minimum net worth required in Interface SPC under the terms of such Receivables Securitization Agreements; (vi) any amendment of the terms of any Consolidated Company's accounts receivable or any contract relating thereto or any waiver by such Consolidated Company of the terms and conditions of such contract; (vii) any change in the character of the business of any of the Consolidated Companies (which is not a violation of Section 9.09 hereof) or in their respective credit and collection policies; (viii) Interface SPC's entering into or becoming a party to any agreement or instruments incidental to its administration or operation other than those expressly permitted under the terms of such Receivables Subsidiaries under Securitization Agreement; (ix) any determination that the payment by Interface SPC to any of the Consolidated Companies of 100% of the net book value of the accounts receivable does not constitute the "reasonably equivalent value" of the accounts receivable and related rights sold by such Consolidated Company to Interface SPC in connection with the Accounts Receivable Facility shall be declared Facilities; (x) any change in the Certificate of Incorporation or By-Laws of Interface SPC; (xi) any failure by Interface SPC or Interface to be due and payable, comply with any of the affirmative or required to be prepaid other than by a regularly scheduled required prepayment, prior negative covenants in such Receivables Securitization Agreement which relate to the stated maturity thereofestablishment and maintenance of Interface SPC's separate legal identity; then, and in any such event, and at any time thereafter (subject to Section 6.02), if any Event xii) the past-due or defaulted accounts receivable of Default shall then be continuing, the Administrative Agent, upon the written request of the Required Lenders, shall by written notice to the Borrowers, take any or all of the following actions, without prejudice to Consolidated Companies exceeding any applicable limitations set forth in such Receivables Securitization Agreement; (xiii) the rights aggregate "Dilutions" (as such term is defined in such Receivables Securitization Agreement) on any or all of the Administrative Agent, Consolidated Companies' accounts receivable exceeding any Lender applicable limitation set forth in such Receivables Securitization Agreement; or (xiv) the holder of "Portfolio Turnover" (as such term is used in such Receivables Securitization Agreement) exceeding any Note to enforce its claims against any Borrower (provided that, if an Event of Default specified applicable limitation set forth in Section 10.05 shall occur with respect to any Borrower, the result which would occur upon the giving of written notice by the Administrative Agent to the Borrowers as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitment terminated, whereupon all Commitments shall forthwith terminate immediately and any Commitment Commission and Canadian Commitment Commission shall forthwith become due and payable without any other notice of any kindReceivables Securitization Agreement; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each of the Borrowers; (iii) exercise any rights or remedies under any of the Guaranties and/or in its capacity as Collateral Agent under any of the Security Documents; (iv) direct the Revolving Borrowers to pay (and the Revolving Borrowers agree that upon receipt of such notice they will pay) to the Administrative Agent at the Payment Office such additional amount of cash (in the respective Currencies in which such Letters of Credit are denominated), to be held as security by the Administrative Agent in the Cash Collateral Account, as is equal to the aggregate Stated Amount of all then outstanding Letters of Credit; and (v) terminate any Letter of Credit which may be terminated in accordance with its terms.or

Accounts Receivable Facility. After There shall exist and continue for five (5) days any "Amortization Event" (as such term is used in the execution and delivery thereofBank One Receivables Facility) or any comparable event under any replacement Accounts Receivable Facility, other than any such event which arises from: (i) any reduction in Interface's credit rating (or the Receivables Subsidiary shall default in imputed equivalent thereof); (ii) any payment Consolidated Company's failure to comply with, or its making of any amounts beyond changes in or supplements to, its credit and collection policies; (iii) any failure by Interface to maintain the period minimum net worth required in Interface SPC under the terms of grace, if any, provided any agreements evidencing an Accounts Receivable Facility; (iv) any amendment of the terms of any Consolidated Company's accounts receivable or any contract relating thereto or any waiver by such Consolidated Company of the terms and conditions of such contract; (v) any change in the character of the business of any of the Consolidated Companies (which is not a violation of Section 8.09 hereof) or in their respective credit and collection policies; (vi) Interface SPC's entering into or becoming a party to any agreement or instruments incidental to its administration or operation other than those expressly permitted under the terms of any agreements evidencing an Accounts Receivable Facility; (vii) any determination that the payment to Interface or any of the Consolidated Companies that sells accounts receivable under an Accounts Receivable Facility Documents of 100% of the net book value of the accounts receivable does not constitute "reasonably equivalent value" of the accounts receivable and related rights sold by such Person in connection with such Accounts Receivable Facility; (viii) any change in the Certificate of Incorporation or By-Laws of Interface SPC; (iiix) Silgan any failure by Interface SPC or Interface to comply with any of its Subsidiaries shall default the affirmative or negative covenants in the observance or performance of any agreement or condition contained in the agreements evidencing an Accounts Receivable Facility Documents which relate to which they are a party, or any other event shall occur or condition exist, the effect establishment and maintenance of which default or other event or condition is to cause, or to permit the holder or holders of the obligations of the Receivables Subsidiary under the Accounts Receivable Facility Interface SPC's separate legal identity; (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required but giving effect to any grace period), the Accounts Receivable Facility to become due (or unwind) prior to its stated maturity or (iiix) the obligations past-due or defaulted accounts receivable of the Receivables Subsidiaries under the Accounts Receivable Facility shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; then, and in any such event, and at any time thereafter (subject to Section 6.02), if any Event of Default shall then be continuing, the Administrative Agent, upon the written request of the Required Lenders, shall by written notice to the Borrowers, take any or all of the following actionsConsolidated Companies exceeding any applicable limitations as set forth in any agreements evidencing an Accounts Receivable Facility; or (xi) the "Dilution Ratio" (as such term is defined in any agreements evidencing the Bank One Receivables Facility) exceeding any applicable limitations set forth in any agreements evidencing the Bank One Receivables Facility, without prejudice to the rights of the Administrative Agent, or any Lender or the holder of any Note to enforce its claims against any Borrower (provided that, if an Event of Default specified in Section 10.05 shall occur with respect to any Borrower, the result which would occur upon the giving of written notice by the Administrative Agent to the Borrowers as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitment terminated, whereupon all Commitments shall forthwith terminate immediately and any Commitment Commission and Canadian Commitment Commission shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each of the Borrowers; (iii) exercise any rights or remedies comparable event under any of the Guaranties and/or in its capacity as Collateral Agent under any of the Security Documents; (iv) direct the Revolving Borrowers to pay (and the Revolving Borrowers agree that upon receipt of such notice they will pay) to the Administrative Agent at the Payment Office such additional amount of cash (in the respective Currencies in which such Letters of Credit are denominated), to be held as security by the Administrative Agent in the Cash Collateral Account, as is equal to the aggregate Stated Amount of all then outstanding Letters of Credit; and (v) terminate any Letter of Credit which may be terminated in accordance with its terms.agreements evidencing replacement Accounts Receivable Facility;

Accounts Receivable Facility. After the execution and delivery thereof, (i) the Receivables Subsidiary shall default in any payment of any amounts beyond the period of grace, if any, provided in the Accounts Receivable Facility Documents or (ii) Silgan or any of its Subsidiaries shall default in the observance or performance of any agreement or condition contained in the Accounts Receivable Facility Documents to which they are a party, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of the obligations of the Receivables Subsidiary under the Accounts Receivable Facility (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required but giving effect to any grace period), the Accounts Receivable Facility to become due (or unwind) prior to its stated maturity or (iii) the obligations of the Receivables Subsidiaries under the Accounts Receivable Facility shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; then, and in any such event, and at any time thereafter (subject to Section 6.02), if any Event of Default shall then be continuing, the Administrative Agent, upon the written request of the Required Lenders, shall by written notice to the Borrowers, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any Lender or the holder of any Note to enforce its claims against any Borrower (provided that, if an Event of Default specified in Section 10.05 shall occur with respect to any Borrower, the result which would occur upon the giving of written notice by the Administrative Agent to the Borrowers as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitment terminated, whereupon all Commitments shall forthwith terminate immediately and any Commitment Commission and Canadian Commitment Commission shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each of the Borrowers; (iii) exercise any rights or remedies under any of the Guaranties and/or in its capacity as Collateral Agent under any of the Security Documents; (iv) direct the Revolving Borrowers to pay (and the Revolving Borrowers agree that upon receipt of such notice they will pay) to the Administrative Agent at the Payment Office such additional amount of cash (in the respective Currencies in which such Letters of Credit are denominated), to be held as security by the Administrative Agent in the Cash Collateral Account, as is equal to the aggregate Stated Amount of all then outstanding Letters of Credit; and (v) terminate any Letter of Credit which may be terminated in accordance with its terms.

Accounts Receivable Facility. After the execution and delivery thereof, (i) the Receivables Subsidiary shall default in At any payment of any amounts beyond the period of grace, if any, provided in time after the Accounts Receivable Facility Documents or (ii) Silgan or any of its Subsidiaries shall default in the observance or performance of any agreement or condition contained in the Accounts Receivable Facility Documents to which they are a partyTransaction Date, or any other an early amortization event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of the obligations of the Receivables Subsidiary under the Accounts Receivable Facility (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required but giving effect to any grace period), the Accounts Receivable Facility to become due (or unwind) prior to its stated maturity or (iii) the obligations of the Receivables Subsidiaries under the Accounts Receivable Facility shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereofDocuments; then, and in any such event, and at any time thereafter (subject to Section 6.02)thereafter, if any Event of Default shall then be continuing, the Administrative AgentAgent shall, upon the written request of the Required LendersBanks, shall by written notice to the BorrowersU.S. Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, Agent or any Lender or the holder of any Note Bank to enforce its claims against any Borrower Guarantor or any Borrower, except as otherwise specifically provided for in this Agreement (provided thatprovided, that if an Event of Default specified in Section 10.05 9.05 shall occur with respect to any the U.S. Borrower, the result which would occur upon the giving of written notice by the Administrative Agent to the Borrowers as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitment (or the unutilized portion thereof) terminated, whereupon all Commitments the Commitment of each Bank (or the unutilized portion thereof) shall forthwith terminate immediately and any Commitment Commission and Canadian Commitment Commission Fees shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder (including Unpaid Drawings) to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each of the BorrowersBorrower; (iii) exercise any rights or remedies under any of the Guaranties and/or in its capacity enforce, as Collateral Agent under (or direct the Collateral Agent to enforce), any or all of the Liens and security interests created pursuant to the Security Documents; (iv) direct the Revolving Borrowers to pay (and the Revolving Borrowers agree that upon receipt of such notice they will pay) to the Administrative Agent at the Payment Office such additional amount of cash (in the respective Currencies in which such Letters of Credit are denominated), to be held as security by the Administrative Agent in the Cash Collateral Account, as is equal to the aggregate Stated Amount of all then outstanding Letters of Credit; and (v) terminate any Letter of Credit which may be terminated in accordance with its terms; and (v) direct each Borrower to pay (and each Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 9.05, to pay) to the Collateral Agent at the Payment Office such additional amounts of cash, to be held as security for such Borrower's reimbursement obligations in respect of Letters of Credit then outstanding, equal to the aggregate Stated Amount of all Letters of Credit then outstanding.

Accounts Receivable Facility. After the execution and delivery thereof, (i) the Receivables Subsidiary shall default in At any payment of any amounts beyond the period of grace, if any, provided in time after the Accounts ---------------------------- Receivable Facility Documents or (ii) Silgan or any of its Subsidiaries shall default in the observance or performance of any agreement or condition contained in the Accounts Receivable Facility Documents to which they are a partyTransaction Date, or any other an early amortization event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of the obligations of the Receivables Subsidiary under the Accounts Receivable Facility (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required but giving effect to any grace period), the Accounts Receivable Facility to become due (or unwind) prior to its stated maturity or (iii) the obligations of the Receivables Subsidiaries under the Accounts Receivable Facility shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereofDocuments; then, and in any such event, and at any time thereafter (subject to Section 6.02)thereafter, if any Event of Default shall then be continuing, the Administrative AgentAgent shall, upon the written request of the Required LendersBanks, shall by written notice to the BorrowersBorrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, Agent or any Lender or the holder of any Note Bank to enforce its claims against any Borrower Guarantor or the Borrower, except as otherwise specifically provided for in this Agreement (provided thatprovided, that if an Event of Default specified in Section 10.05 Sec tion 9.05 -------- shall occur with respect to any the Borrower, the result which would occur upon the giving of written notice by the Administrative Agent to the Borrowers as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitment (or the unutilized portion thereof) terminated, whereupon all Commitments the Commitment of each Bank (or the unutilized portion thereof) shall forthwith terminate immediately and any Commitment Commission and Canadian Commitment Commission Fees shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder (including Unpaid Drawings) to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each of the BorrowersBorrower; (iii) exercise any rights or remedies under any of the Guaranties and/or in its capacity enforce, as Collateral Agent under (or direct the Collateral Agent to enforce), any or all of the Liens and security interests created pursuant to the Security Documents; (iv) direct the Revolving Borrowers to pay (and the Revolving Borrowers agree that upon receipt of such notice they will pay) to the Administrative Agent at the Payment Office such additional amount of cash (in the respective Currencies in which such Letters of Credit are denominated), to be held as security by the Administrative Agent in the Cash Collateral Account, as is equal to the aggregate Stated Amount of all then outstanding Letters of Credit; and (v) terminate any Letter of Credit which may be terminated in accordance with its terms; and (v) direct the Borrower to pay (and the Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 9.05, to pay) to the Collateral Agent at the Payment Office such additional amounts of cash, to be held as security for the Borrower's reimbursement obligations in respect of Letters of Credit then outstanding, equal to the aggregate Stated Amount of all Letters of Credit then outstanding.

Accounts Receivable Facility. After the execution and delivery thereof, (i) the Receivables Subsidiary shall default in any payment of any amounts beyond the period of grace, if any, provided in the Accounts Receivable Facility Documents or (ii) Silgan the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition contained in the Accounts Receivable Facility Documents to which they are a party, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of the obligations of the Receivables Subsidiary under the Accounts Receivable Facility (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required but giving effect to any grace period), the Accounts Receivable Facility to become due (or unwind) prior to its stated maturity or (iii) the obligations of the Receivables Subsidiaries under the Accounts Receivable Facility shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; then, and in any such event, and at any time thereafter (subject to Section 6.02)thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon the written request of the Required LendersBanks, shall by written notice to the Borrowers, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any Lender Co-Arranger, any Bank or the holder of any Note to enforce its claims against any Borrower (provided provided, that, if an Event of Default specified in Section 10.05 9.05 shall occur with respect to any Borrower, the result which would occur upon the giving of written notice by the Administrative Agent to the Borrowers as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitment terminated, whereupon all Commitments shall forthwith terminate immediately and any Commitment Commission and Canadian Commitment Commission shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each of the Borrowers; (iii) exercise any rights or remedies under any of the Guaranties Borrowers/Subsidiaries Guaranty and/or in its capacity as Collateral Agent under any of the Security Documents; (iv) direct the Revolving Borrowers to pay (and the Revolving Borrowers agree that upon receipt of such notice they will pay) to the Administrative Agent at the Payment Office such additional amount of cash (in the respective Currencies in which such Letters of Credit are denominated)cash, to be held as security by the Administrative Agent in the Cash Collateral Account, as is equal to the aggregate Stated Amount of all then outstanding Letters of Credit; and (v) terminate any Letter of Credit which may be terminated in accordance with its terms.

Accounts Receivable Facility. After There shall exist and continue for five (5) days any "Event of Termination" as provided under the execution and delivery thereofterms of any of the Receivables Backup Purchase Agreements or the Receivables Sale Agreements (collectively, the "Receivables Securitization Agreements") other than an Event of Termination which arises from: (i) the matters described in subsection 12.1(f) of the Receivables Subsidiary shall default in any payment of any amounts beyond the period of grace, if any, provided in the Accounts Receivable Facility Documents or Securitization Agreements; (ii) Silgan or any of its Subsidiaries shall default reduction in the observance or performance of any agreement or condition contained in the Accounts Receivable Facility Documents to which they are a party, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of the obligations of the Receivables Subsidiary under the Accounts Receivable Facility Interface's credit rating (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required but giving effect to any grace periodthe imputed equivalent thereof), the Accounts Receivable Facility to become due (or unwind) prior to its stated maturity or ; (iii) the obligations operation of a cross-termination provision in such Receivables Securitization Agreements (that is, a provision in such Receivables Securitization Agreements under which the occurrence of any "Event of Termination" under any other Receivables Securitization Agreement is also an Event of Termination under such Receivables Securitization Agreements) which is not otherwise an Event of Default hereunder; (iv) any Consolidated Company's failure to comply with, or its making of any changes in or supplements to, its credit and collection policies; (v) any failure by Interface to maintain the minimum net worth required in Interface SPC under the terms of such Receivables Securitization Agreements; (vi) any amendment of the terms of any Consolidated Company's accounts receivable or any contract relating thereto or any waiver by such Consolidated Company of the terms and conditions of such contract; (vii) any change in the character of the business of any of the Consolidated Companies (which is not a violation of Section 8.09 hereof) or in their respective credit and collection policies; (viii) Interface SPC's entering into or becoming a party to any agreement or instruments incidental to its administration or operation other than those expressly permitted under the terms of such Receivables Subsidiaries under Securitization Agreement; (ix) any determination that the payment by Interface SPC to any of the Consolidated Companies of 100% of the net book value of the accounts receivable does not constitute the "reasonably equivalent value" of the accounts receivable and related rights sold by such Consolidated Company to Interface SPC in connection with the Accounts Receivable Facility shall be declared Facilities; (x) any change in the Certificate of Incorporation or By-Laws of Interface SPC; (xi) any failure by Interface SPC or Interface to be due and payable, comply with any of the affirmative or required to be prepaid other than by a regularly scheduled required prepayment, prior negative covenants in such Receivables Securitization Agreement which relate to the stated maturity thereofestablishment and maintenance of Interface SPC's separate legal identity; (xii) the past-due or defaulted accounts receivable of any or all of the Consolidated Companies exceeding any applicable limitations set forth in such Receivables Securitization Agreement; (xiii) the aggregate "Dilutions" (as such term is defined in such Receivables Securitization Agreement) on any or all of the Consolidated Companies' accounts receivable exceeding any applicable limitation set forth in such Receivables Securitization Agreement; or (xiv) the "Portfolio Turnover" (as such term is used in such Receivables Securitization Agreement) exceeding any applicable limitation set forth in such Receivables Securitization Agreement; then, and in any such event, and at any time thereafter (subject to Section 6.02), if any Event of Default shall then be continuing, the Administrative AgentCo-Agents may, and upon the written or telex request of the Required Lenders, shall shall, by written notice to the Borrowers, take any or all of the following actions, without prejudice to the rights of the Administrative AgentCo-Agents, any Lender or the holder of any Note to enforce its claims against any Borrower (provided that, if an Event of Default specified in Section 10.05 shall occur with respect to any Borrower, the result which would occur upon the giving of written notice by the Administrative Agent to the Borrowers as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitment terminated, whereupon all Commitments shall forthwith terminate immediately and any Commitment Commission and Canadian Commitment Commission shall forthwith become due and payable without or any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each of the Borrowers; (iii) exercise any rights or remedies under any of the Guaranties and/or in its capacity as Collateral Agent under any of the Security Documents; (iv) direct the Revolving Borrowers to pay (and the Revolving Borrowers agree that upon receipt of such notice they will pay) to the Administrative Agent at the Payment Office such additional amount of cash (in the respective Currencies in which such Letters of Credit are denominated), to be held as security by the Administrative Agent in the Cash Collateral Account, as is equal to the aggregate Stated Amount of all then outstanding Letters of Credit; and (v) terminate any Letter of Credit which may be terminated in accordance with its terms.Party:

Accounts Receivable Facility. After There shall exist and continue for five (5) days any "Amortization Event" (as such term is used in the execution and delivery thereofBank One Receivables Facility) or any comparable event under any replacement Accounts Receivable Facility, other than any such event which arises from: (i) any reduction in Interface's credit rating (or the Receivables Subsidiary shall default in imputed equivalent thereof); (ii) any payment Consolidated Company's failure to comply with, or its making of any amounts beyond changes in or supplements to, its credit and collection policies; (iii) any failure by Interface to maintain the period minimum net worth required in Interface SPC under the terms of grace, if any, provided any agreements evidencing an Accounts Receivable Facility; (iv) any amendment of the terms of any Consolidated Company's accounts receivable or any contract relating thereto or any waiver by such Consolidated Company of the terms and conditions of such contract; (v) any change in the character of the business of any of the Consolidated Companies (which is not a violation of Section 8.09 hereof) or in their respective credit and collection policies; (vi) Interface SPC's entering into or becoming a party to any agreement or instruments incidental to its administration or operation other than those expressly permitted under the terms of any agreements evidencing an Accounts Receivable Facility; (vii) any determination that the payment to Interface or any of the Consolidated Companies that sells accounts receivable under an Accounts Receivable Facility Documents of 100% of the net book value of the accounts receivable does not constitute "reasonably equivalent value" of the accounts receivable and related rights sold by such Person in connection with such Accounts Receivable Facility; (viii) any change in the Certificate of Incorporation or By-Laws of Interface SPC; (iiix) Silgan any failure by Interface SPC or Interface to comply with any of its Subsidiaries shall default the affirmative or negative covenants in the observance or performance of any agreement or condition contained in the agreements evidencing an Accounts Receivable Facility Documents which relate to which they are a party, or any other event shall occur or condition exist, the effect establishment and maintenance of which default or other event or condition is to cause, or to permit the holder or holders of the obligations of the Receivables Subsidiary under the Accounts Receivable Facility Interface SPC's separate legal identity; (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required but giving effect to any grace period), the Accounts Receivable Facility to become due (or unwind) prior to its stated maturity or (iiix) the obligations past-due or defaulted accounts receivable of the Receivables Subsidiaries under the Accounts Receivable Facility shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; then, and in any such event, and at any time thereafter (subject to Section 6.02), if any Event of Default shall then be continuing, the Administrative Agent, upon the written request of the Required Lenders, shall by written notice to the Borrowers, take any or all of the following actionsConsolidated Companies exceeding any applicable limitations as set forth in any agreements evidencing an Accounts Receivable Facility; or (xi) the "Dilution Ratio" (as such term is defined in any agreements evidencing the Bank One Receivables Facility) exceeding any applicable limitations set forth in any agreements evidencing the Bank One Receivables Facility, without prejudice to the rights of the Administrative Agent, or any Lender or the holder of any Note to enforce its claims against any Borrower (provided that, if an Event of Default specified in Section 10.05 shall occur with respect to any Borrower, the result which would occur upon the giving of written notice by the Administrative Agent to the Borrowers as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitment terminated, whereupon all Commitments shall forthwith terminate immediately and any Commitment Commission and Canadian Commitment Commission shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each of the Borrowers; (iii) exercise any rights or remedies comparable event under any of the Guaranties and/or in its capacity as Collateral Agent under any of the Security Documentsagreements evidencing replacement Accounts Receivable Facility; (iv) direct the Revolving Borrowers to pay (and the Revolving Borrowers agree that upon receipt of such notice they will pay) to the Administrative Agent at the Payment Office such additional amount of cash (in the respective Currencies in which such Letters of Credit are denominated), to be held as security by the Administrative Agent in the Cash Collateral Account, as is equal to the aggregate Stated Amount of all then outstanding Letters of Credit; and (v) terminate any Letter of Credit which may be terminated in accordance with its terms.and

Accounts Receivable Facility. After the execution and delivery thereof, (i) the Receivables Subsidiary shall default in any payment of any amounts beyond the period of grace, if any, provided in the Accounts Receivable Facility Documents or (ii) Silgan or any of its Subsidiaries shall default in the observance or performance of any agreement or condition contained in the Accounts Receivable Facility Documents to which they are a party, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of the obligations of the Receivables Subsidiary under the Accounts Receivable Facility (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required but giving effect to any grace period), the Accounts Receivable Facility to become due (or unwind) prior to its stated maturity or (iii) the obligations of the Receivables Subsidiaries under the Accounts Receivable Facility shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; then, and in any such event, and at any time thereafter (subject to Section 6.02)thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon the written request of the Required Lenders, shall by written notice to the Borrowers, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any other Agent, any Lender or the holder of any Note to enforce its claims against any Borrower (provided that, if an Event of Default specified in Section 10.05 9.05 shall occur with respect to any Borrower, the result which would occur upon the giving of written notice by the Administrative Agent to the Borrowers as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitment terminated, whereupon all Commitments shall forthwith terminate immediately and any Commitment Commission and Canadian Commitment Commission shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each of the Borrowers; (iii) exercise any rights or remedies under any of the Guaranties and/or in its capacity as Collateral Agent under any of the Security Documents; (iv) direct the Revolving Borrowers to pay (and the Revolving Borrowers agree that upon receipt of such notice they will pay) to the Administrative Agent at the Payment Office such additional amount of cash (in the respective Currencies in which such Letters of Credit are denominated)cash, to be held as security by the Administrative Agent in the Cash Collateral Account, as is equal to the aggregate Stated Amount of all then outstanding Letters of Credit; and (v) terminate any Letter of Credit which may be terminated in accordance with its terms.

Accounts Receivable Facility. After the execution and delivery thereof, (i) the Receivables Subsidiary shall default in At any payment of any amounts beyond the period of grace, if any, provided in time after the Accounts ---------------------------- Receivable Facility Documents or (ii) Silgan or any of its Subsidiaries shall default in the observance or performance of any agreement or condition contained in the Accounts Receivable Facility Documents to which they are a partyTransaction Date, or any other an early amortization event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of the obligations of the Receivables Subsidiary under the Accounts Receivable Facility (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required but giving effect to any grace period), the Accounts Receivable Facility to become due (or unwind) prior to its stated maturity or (iii) the obligations of the Receivables Subsidiaries under the Accounts Receivable Facility shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereofDocuments; then, and in any such event, and at any time thereafter (subject to Section 6.02)thereafter, if any Event of Default shall then be continuing, the Administrative AgentAgent shall, upon the written request of the Required LendersBanks, shall by written notice to the BorrowersU.S. Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, Agent or any Lender or the holder of any Note Bank to enforce its claims against any Borrower Guarantor or any Borrower, except as otherwise specifically provided for in this Agreement (provided thatprovided, that if an Event of Default specified in Section 10.05 9.05 shall occur -------- with respect to any the U.S. Borrower, the result which would occur upon the giving of written notice by the Administrative Agent to the Borrowers as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitment (or the unutilized portion thereof) terminated, whereupon all Commitments the Commitment of each Bank (or the unutilized portion thereof) shall forthwith terminate immediately and any Commitment Commission and Canadian Commitment Commission Fees shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder (including Unpaid Drawings) to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each of the BorrowersBorrower; (iii) exercise any rights or remedies under any of the Guaranties and/or in its capacity enforce, as Collateral Agent under (or direct the Collateral Agent to enforce), any or all of the Liens and security interests created pursuant to the Security Documents; (iv) direct the Revolving Borrowers to pay (and the Revolving Borrowers agree that upon receipt of such notice they will pay) to the Administrative Agent at the Payment Office such additional amount of cash (in the respective Currencies in which such Letters of Credit are denominated), to be held as security by the Administrative Agent in the Cash Collateral Account, as is equal to the aggregate Stated Amount of all then outstanding Letters of Credit; and (v) terminate any Letter of Credit which may be terminated in accordance with its terms; and (v) direct each Borrower to pay (and each Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 9.05, to pay) to the Collateral Agent at the Payment Office such additional amounts of cash, to be held as security for such Borrower's reimbursement obligations in respect of Letters of Credit then outstanding, equal to the aggregate Stated Amount of all Letters of Credit then outstanding.

Accounts Receivable Facility. After the execution and delivery thereof, (i) the Receivables Subsidiary shall default in any payment of any amounts beyond the period of grace, if any, provided in the Accounts Receivable Facility Documents or (ii) Silgan or any of its Subsidiaries shall default in the observance or performance of any agreement or condition contained in the Accounts Receivable Facility Documents to which they are a party, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of the obligations of the Receivables Subsidiary under the Accounts Receivable Facility (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required but giving effect to any grace period), the Accounts Receivable Facility to become due (or unwind) prior to its stated maturity or (iii) the obligations of the Receivables Subsidiaries under the Accounts Receivable Facility shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; then, and in any such event, and at any time thereafter (subject to Section 6.02)thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon the written request of the Required Lenders, shall by written notice to the Borrowers, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any Lender or the holder of any Note to enforce its claims against any Borrower (provided that, if an Event of Default specified in Section 10.05 9.05 shall occur with respect to any Borrower, the result which would occur upon the giving of written notice by the Administrative Agent to the Borrowers as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitment terminated, whereupon all Commitments shall forthwith terminate immediately and any Commitment Commission and Canadian Commitment Commission shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each of the Borrowers; (iii) exercise any rights or remedies under any of the Guaranties and/or in its capacity as Collateral Agent under any of the Security Documents; (iv) direct the Revolving Borrowers to pay (and the Revolving Borrowers agree that upon receipt of such notice they will pay) to the Administrative Agent at the Payment Office such additional amount of cash (in the respective Currencies in which such Letters of Credit are denominated), to be held as security by the Administrative Agent in the Cash Collateral Account, as is equal to the aggregate Stated Amount of all then outstanding Letters of Credit; and (v) terminate any Letter of Credit which may be terminated in accordance with its terms.