Common use of Other Occurrences Clause in Contracts

Other Occurrences. (a) Any one or more Environmental Claims shall have been asserted against any Domestic Consolidated Company; the Domestic Consolidated Companies would be reasonable likely to incur liability as a result thereof; and such liability would be reasonably likely, individually or in the aggregate, to have a Materially Adverse Effect; (b) Any Credit Party shall lose a material part of the business from any customer of such Credit Party which, during the Fiscal Year ended prior to such loss thereof, accounted for 15% or more of the aggregate sales of the Credit Parties, if such loss could reasonably be expected to have a Materially Adverse Effect; (c) [Intentionally Omitted]; (d) There shall have occurred uninsured damage to, or loss, theft or destruction of, any part of the Collateral, where such damage, loss, theft, or destruction could reasonably be expected to have a Materially Adverse Effect, (ii) any security interest of the Collateral Agent in any part of the Collateral, or the Lien on any real property pursuant to any Mortgage ceases to be a first priority security interest or Lien (except for Permitted Liens which are permitted by the Credit Documents to be prior to the security interest or Lien of the Collateral Agent), where such cessation could reasonably be expected to have a Materially Adverse Effect, or (iii) any Guarantor shall terminate or repudiate the Domestic Guaranty Agreement to which it is a party, or any Domestic Guaranty Agreement shall be declared unenforceable or shall no longer be in full force and effect; then, and in any such event, and at any time thereafter if any Event of Default shall then be continuing, the Domestic Agent may, and upon the written or facsimile request of the Required Lenders, shall, by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Domestic Agent, any Lender or the holder of any Note to enforce its claims against the Borrower or any other Credit Party: (i) declare the Domestic Syndicated Loan Commitments terminated, whereupon the pro rata Domestic Syndicated Loan Commitments of each Lender shall terminate immediately and any unused line fee shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest on the Loans, and all other Obligations (other than Hedging Obligations) owing hereunder (including, without limitation, the maximum amount which would be available to be drawn under Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents required to draw under such Letter of Credit), 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 the Borrower; provided that if an Event of Default specified in Section 9.07 shall occur, the result which would occur upon the giving of written notice by the Domestic Agent to the Borrower and any other Credit Party, as specified in clauses (i) and (ii) above, shall occur automatically without the giving of any such notice; (iii) exercise on behalf of the Lenders all of its other rights and remedies under this Agreement, the other Credit Documents and applicable law, in order to satisfy all of the Obligations; and (iv) with respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration of the Obligations as provided herein, Interface, or the applicable L/C Account Party, shall at such time deposit in one or more accounts designated by the Domestic Agent (as to the Aggregate Domestic L/C Outstandings), as cash collateral for the Aggregate L/C Outstandings, an amount equal to 103% of the Aggregate L/C Outstandings. At any time at which (a) the Obligations have been accelerated (or deemed accelerated) pursuant to this Article IX; (b) any Event of Default exists and the Domestic Agent or the Required Lenders have so elected; or (c) the Maturity Date has occurred and Obligations which are then due and owing have not been paid, all payments received by the Agents or the Lenders on the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied in the following order: (A) first, to pay any expenses (including cost or expense reimbursements) or indemnities then due to any Agent under the Credit Documents, until paid in full; (B) second, to pay any fees then due to any Agent under the Credit Documents until paid in full; (C) third, ratably, to pay any expenses (including cost or expense reimbursements) or indemnities then due to any Lender, any L/C Issuer, or the Domestic Settlement Loan Lender under the Credit Documents, until paid in full; (D) fourth, ratably, to pay any fees then due to any Lender or the L/C Issuer under the Credit Documents until paid in full; (E) fifth, to pay interest accrued in respect of the Domestic Settlement Loans until paid in full; (F) sixth, to pay the principal of all Domestic Settlement Loans until paid in full; (G) seventh, ratably, to pay interest accrued in respect of the Loans until paid in full; (H) eighth, ratably (i) to pay the principal of all Loans until paid in full, (ii) to the Domestic Agent, to be held by the Domestic Agent, for the benefit of the L/C Issuer (and for the ratable benefit of each of the Lenders that has an obligation to pay to the Domestic Agent, for the account of the L/C Issuers, any amounts in respect of its participation in any Letter of Credit), as cash collateral in an amount up to 103% of the Aggregate L/C Outstandings (to the extent permitted by applicable law, such cash collateral shall be applied to the payment of any reimbursement obligations arising in connection with any Letter of Credit as and when such reimbursement obligations arise and, if a Letter of Credit expires undrawn, the cash collateral held by the Domestic Agent in respect of such Letter of Credit shall, to the extent permitted by applicable law, be reapplied pursuant to this paragraph, beginning with clause (A) hereof), (iii) to the extent of any Banking Product Reserve Amount established therefor, ratably, to each Banking Product Provider which is party to a Hedging Agreement with a Credit Party based upon the amount of Hedging Obligations arising thereunder which constitute Secured Obligations and which are then certified by such Banking Product Provider to the Domestic Agent (in form and substance satisfactory to the Domestic Agent) to be due and payable to such Banking Product Provider on account of such Hedging Obligations; (I) ninth, ratably, to pay any other Obligations (including being paid, ratably, to the Banking Product Providers on account of all amounts then due and payable in respect of Banking Product Obligations (other than Hedging Obligations), with any balance to be paid to the Domestic Agent, to be held by the Domestic Agent, for the ratable benefit of the Banking Product Providers, as cash collateral (which cash collateral may be released by the Domestic Agent to the applicable Banking Product Provider and applied by such Banking Product Provider to the payment or reimbursement of any amounts due and payable with respect to Banking Product Obligations owed to the applicable Banking Product Provider as and when such amounts first become due and payable and, if and at such time as all such Banking Product Obligations are paid or otherwise satisfied in full, the cash collateral held by the Domestic Agent in respect of such Banking Product Obligations shall be reapplied pursuant to this paragraph, beginning with clause (A) hereof); and (J) last, to Borrower (to be wired to the Designated Account) or such other Person entitled thereto under applicable law.

Other Occurrences. (a) Any one or more Environmental Claims shall have been asserted against any Domestic Consolidated Company; the Domestic Consolidated Companies would be reasonable likely to incur liability as a result thereof; and such liability would be reasonably likely, individually or in the aggregate, to have a Materially Adverse Effect; (b) Any Credit Party shall lose a material part of the business from any customer of such Credit Party which, during the Fiscal Year ended prior to such loss thereof, accounted for 15% or more of the aggregate sales of the Credit Parties, if such loss could reasonably be expected to have a Materially Adverse Effect; (c) [Intentionally Omitted]; (d) There shall have occurred uninsured damage to, or loss, theft or destruction of, any part of the Collateral, where such damage, loss, theft, or destruction could reasonably be expected to have a Materially Adverse Effect, (ii) any security interest of the Collateral Agent in any part of the Collateral, or the Lien on any real property pursuant to any Mortgage ceases to be a first priority security interest or Lien (except for Permitted Liens which are permitted by the Credit Documents to be prior to the security interest or Lien of the Collateral Agent), where such cessation could reasonably be expected to have a Materially Adverse Effect, or (iii) any Guarantor shall terminate or repudiate the Domestic Guaranty Agreement to which it is a party, or any Domestic Guaranty Agreement shall be declared unenforceable or shall no longer be in full force and effect; then, and in any such event, and at any time thereafter if any Event of Default shall then be continuing, the Domestic Agent may, and upon the written or facsimile request of the Required Lenders, shall, by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Domestic Agent, any Lender or the holder of any Note to enforce its claims against the Borrower or any other Credit Party: (i) declare the Domestic Syndicated Loan Commitments terminated, whereupon the pro rata Domestic Syndicated Loan Commitments of each Lender shall terminate immediately and any unused line fee shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest on the Loans, and all other Obligations (other than Hedging Obligations) owing hereunder (including, without limitation, the maximum amount which would be available to be drawn under Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents required to draw under such Letter of Credit), 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 the Borrower; provided that if an Event of Default specified in Section 9.07 shall occur, the result which would occur upon the giving of written notice by the Domestic Agent to the Borrower and any other Credit Party, as specified in clauses (i) and (ii) above, shall occur automatically without the giving of any such notice; (iii) exercise on behalf of the Lenders all of its other rights and remedies under this Agreement, the other Credit Documents and applicable law, in order to satisfy all of the Obligations; and (iv) with respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration of the Obligations as provided herein, Interface, or the applicable L/C Account Party, shall at such time deposit in one or more accounts designated by the Domestic Agent (as to the Aggregate Domestic L/C Outstandings), as cash collateral for the Aggregate L/C Outstandings, an amount equal to 103% of the Aggregate L/C Outstandings. At In the event that the Borrower shall fail to pay any time at which (a) of the Obligations when due and the Obligations have been accelerated (or deemed accelerated) pursuant to this Article IX; (b) any Event , subject to the limitations and restrictions set forth in Section 4.24 of Default exists and the Domestic Agent or the Required Lenders have so elected; or (c) the Maturity Date has occurred and Obligations which are then due and owing have not been paidthis Agreement, all payments received by the Agents or the Lenders on upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied in the following order: : (Aa) first, to pay any all expenses (including cost or expense reimbursements) or indemnities then due to any Agent and payable by the Borrower hereunder and under the other Credit Documents, until paid in full; (Bb) secondthen to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit Documents, (c) then to pay any all Agents’ fees then due and payable, (d) then to any Agent under the Credit Documents until paid in full; (C) third, ratably, to pay any expenses (including cost or expense reimbursements) or indemnities all commitment and other fees and commissions then due and payable, (e) then to any Lender, any L/C Issuer, or accrued and unpaid interest on the Domestic Settlement Loans to the Domestic Settlement Loan Lender under Lender, (f) then to the Credit Documentsprincipal amount outstanding of any Domestic Settlement Loans to the Domestic Settlement Loan Lender, until paid (g) then to accrued and unpaid interest on the Notes (pro rata in full; accordance with all such amounts due), (Dh) fourth, ratably, then to pay any fees then one or more accounts designated by the Domestic Agent of all such amounts due to any Lender or and as cash collateral for the Aggregate L/C Issuer under the Credit Documents until paid in full; (E) fifth, to pay interest accrued in respect of the Domestic Settlement Loans until paid in full; (F) sixth, to pay the principal of all Domestic Settlement Loans until paid in full; (G) seventh, ratably, to pay interest accrued in respect of the Loans until paid in full; (H) eighth, ratably (i) to pay the principal of all Loans until paid in full, (ii) to the Domestic Agent, to be held by the Domestic Agent, for the benefit of the L/C Issuer (and for the ratable benefit of each of the Lenders that has an obligation to pay to the Domestic Agent, for the account of the L/C Issuers, any amounts in respect of its participation in any Letter of Credit), as cash collateral Outstandings in an amount up equal to 103% of the Aggregate L/C Outstandings Outstandings, (i) then to the extent permitted by applicable lawprincipal amount of the Notes, such cash collateral shall be applied (j) then to the payment of any reimbursement Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) and Obligations constituting liabilities and obligations arising from or in connection with any Letter of Credit as and when Bank Products (pro rata in accordance with all such reimbursement obligations arise and, if a Letter of Credit expires undrawn, the cash collateral held by the Domestic Agent in respect of such Letter of Credit shall, to the extent permitted by applicable law, be reapplied pursuant to this paragraph, beginning with clause (A) hereofamounts due), (iii) to the extent of any Banking Product Reserve Amount established therefor, ratably, to each Banking Product Provider which is party to a Hedging Agreement with a Credit Party based upon the amount of Hedging Obligations arising thereunder which constitute Secured Obligations and which are then certified by such Banking Product Provider to the Domestic Agent (in form and substance satisfactory to the Domestic Agentk) to be due applied in accordance with this Article IX, and payable to such Banking Product Provider on account of such Hedging Obligations; (Il) ninth, ratably, to pay any other Obligations (including being paid, ratably, then to the Banking Product Providers on account of all amounts then due and payable in respect of Banking Product Obligations (other than Hedging Obligations), with any balance to be paid to the Domestic Agent, to be held by the Domestic Agent, for the ratable benefit of the Banking Product Providers, as cash collateral (which cash collateral may be released by the Domestic Agent to the applicable Banking Product Provider and applied by such Banking Product Provider to the payment or reimbursement of any amounts due and payable with respect to Banking Product Obligations owed to the applicable Banking Product Provider as and when such amounts first become due and payable and, if and at such time as all such Banking Product Obligations are paid or otherwise satisfied in full, the cash collateral held by the Domestic Agent in respect of such Banking Product Obligations shall be reapplied pursuant to this paragraph, beginning with clause (A) hereof); and (J) last, to Borrower (to be wired to the Designated Account) or such other Person Persons who are lawfully entitled thereto under applicable lawthereto.

Other Occurrences. (a) Any one or more Environmental Claims shall have been asserted against any Domestic Consolidated Company; the Domestic Consolidated Companies would be reasonable likely to incur liability as a result thereof; and such liability would be reasonably likely, individually or in the aggregate, to have a Materially Adverse Effect; (b) Any Domestic Credit Party shall lose a material part of the business from any customer of such Domestic Credit Party which, during the Fiscal Year ended prior to such loss thereof, accounted for 15% or more of the aggregate sales of the Domestic Credit Parties, if such loss could reasonably be expected to have a Materially Adverse Effect; (c) The UK Multicurrency Borrower shall lose a material part of the business from a customer which, during the Fiscal Year ended prior to such loss thereof, accounted for 15% or more of the aggregate sales of the UK Multicurrency Borrower; (d) [Intentionally Omitted]; (di) There shall have occurred uninsured damage to, or loss, theft or destruction of, any part of the Collateral, where such damage, loss, theft, or destruction could reasonably be expected to have a Materially Adverse Effect, (ii) any security interest of the Collateral Agent in any part of the Collateral, or the Lien on any real property pursuant to any Mortgage ceases to be a first priority security interest or Lien (except for Permitted Liens which are permitted by the Credit Documents to be prior to the security interest or Lien of the Collateral Agent), where such cessation could reasonably be expected to have a Materially Adverse Effect, or (iii) any Guarantor shall terminate or repudiate the Domestic Guaranty Agreement or UK Guaranty and Security Agreement to which it is a party, or any Domestic Guaranty Agreement or the UK Guaranty and Security Agreement shall be declared unenforceable or shall no longer be in full force and effect; (f) The rights and remedies of the Agents or the Lenders under the Credit Documents, the Collateral Agent's security interest and Lien against the Collateral or IRB Collateral, or the ability of any of the Borrowers or L/C Account Parties or any Guarantor to perform its obligations with respect to the Obligations or under the Credit Documents to which it is a party (including, without limitation, the repudiation, revocation or any attempt to do the same by any Borrower, L/C Account Party, or Guarantor), as applicable; or (g) There shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty or injunction, court order, or order or act of a governmental authority which causes, for more than thirty (30) consecutive days beyond the coverage period of any applicable business interruption insurance, the cessation or substantial curtailment of revenue producing activities at any facility of any Borrower or any Consolidated Company if any such event or circumstance could reasonably be expected to have a Materially Adverse Effect; then, and in any such event, and at any time thereafter if any Event of Default shall then be continuing, the Domestic Agent Co-Agents may, and upon the written or facsimile request of the Required Lenders, shall, by written notice to the BorrowerBorrowers, take any or all of the following actions, without prejudice to the rights of the Domestic AgentCo-Agents, any Lender or the holder of any Note to enforce 148 its claims against the Borrower Borrowers or any other Credit Party: (i) declare the Domestic Syndicated Loan Commitments terminated, whereupon the pro rata Domestic Syndicated Loan Commitments of each Lender shall terminate immediately and any unused line fee shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest on the Loans, and all other Obligations (other than Hedging Obligations) owing hereunder (including, without limitation, the maximum amount which would be available to be drawn under Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents required to draw under such Letter of Credit), 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 BorrowerBorrowers; provided PROVIDED that if an Event of Default specified in Section 9.07 shall occur, the result which would occur upon the giving of written notice by the Domestic Agent Co-Agents to the Borrower Borrowers and any other Credit Party, as specified in clauses (i) and (ii) above, shall occur automatically without the giving of any such notice; (iii) exercise on behalf of the Lenders all of its other rights and remedies under this Agreement, the other Credit Documents and applicable law, in order to satisfy all of the Obligations; and (iv) with respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration of the Obligations as provided herein, Interface, or the applicable L/C Account Party, shall at such time deposit in one or more accounts designated by the Domestic Agent (as to the Aggregate Domestic L/C Outstandings) and the Multicurrency Agent (as to the Aggregate UK Multicurrency L/C Outstandings), as cash collateral for the Aggregate L/C Outstandings, an amount equal to 103% of the Aggregate L/C OutstandingsOutstandings and, with respect to each UK Multicurrency Letter of Credit, in the applicable Foreign Currency or Foreign Currencies in which such UK Multicurrency Letter of Credit is denominated. At In the event that the Borrowers shall fail to pay any time at which (a) of the Obligations when due and the Obligations have been accelerated (or deemed accelerated) pursuant to this Article IX; (b) any Event , subject to the limitations and restrictions set forth in Section 4.24 of Default exists and the Domestic Agent or the Required Lenders have so elected; or (c) the Maturity Date has occurred and Obligations which are then due and owing have not been paidthis Agreement, all payments received by the Agents or the Lenders on upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied in the following order: : (Aa) first, to pay any all expenses (including cost or expense reimbursements) or indemnities then due to any Agent and payable by the Borrowers hereunder and under the other Credit Documents, until paid in full; (Bb) secondthen to all indemnity obligations then due and payable by the Borrowers hereunder and under the other Credit Documents, (c) then to pay any all Agent's fees then due and payable, (d) then to any Agent under the Credit Documents until paid in full; (C) third, ratably, to pay any expenses (including cost or expense reimbursements) or indemnities all commitment and other fees and commissions then due and payable, (e) then to any Lender, any L/C Issuer, or accrued and unpaid interest on the Domestic Settlement Loans to the Domestic Settlement Loan Lender Lender, (f) then to accrued and unpaid interest on the UK Multicurrency Swing Line Note to the UK Multicurrency Swing Line Lender, (g) then to the principal amount outstanding of any Domestic Settlement Loans to the Domestic Settlement Loan Lender, (h) then to the principal amount outstanding under the Credit DocumentsUK Multicurrency Swing Line Note to the UK Multicurrency Swing Line Lender, until paid (i) then to accrued and unpaid interest on the other Notes (pro rata in full; accordance with all such amounts due), (Dj) fourththen to the principal amount of the other Notes and any Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) (pro rata in accordance with all such amounts due), ratably, (k) then to pay any fees then due one or more accounts designated by the Domestic Agent (as to any Lender or the Aggregate Domestic L/C Issuer under Outstandings) and the Credit Documents until paid in full; Multicurrency Agent (E) fifth, to pay interest accrued in respect of the Domestic Settlement Loans until paid in full; (F) sixth, to pay the principal of all Domestic Settlement Loans until paid in full; (G) seventh, ratably, to pay interest accrued in respect of the Loans until paid in full; (H) eighth, ratably (i) to pay the principal of all Loans until paid in full, (ii) as to the Domestic Agent, to be held by the Domestic Agent, for the benefit of the Aggregate UK Multicurrency L/C Issuer (and for the ratable benefit of each of the Lenders that has an obligation to pay to the Domestic Agent, for the account of the L/C Issuers, any amounts in respect of its participation in any Letter of CreditOutstandings), pro rata in accordance with the Dollar Equivalent of all such amounts due and as cash collateral in an amount up to 103% of for the Aggregate L/C Outstandings (Outstandings, an amount equal to the extent permitted by applicable law, such cash collateral shall be applied to the payment of any reimbursement obligations arising in connection with any Letter of Credit as and when such reimbursement obligations arise and, if a Letter of Credit expires undrawn, the cash collateral held by the Domestic Agent in respect of such Letter of Credit shall, to the extent permitted by applicable law, be reapplied pursuant to this paragraph, beginning with clause (A) hereof), (iii) to the extent of any Banking Product Reserve Amount established therefor, ratably, to each Banking Product Provider which is party to a Hedging Agreement with a Credit Party based upon the amount of Hedging Obligations arising thereunder which constitute Secured Obligations and which are then certified by such Banking Product Provider to the Domestic Agent (in form and substance satisfactory to the Domestic Agent) to be due and payable to such Banking Product Provider on account of such Hedging Obligations; (I) ninth, ratably, to pay any other Obligations (including being paid, ratably, to the Banking Product Providers on account of all amounts then due and payable in respect of Banking Product Obligations (other than Hedging Obligations), with any balance to be paid to the Domestic AgentAggregate L/C Outstandings, to be held by the Domestic Agentapplied in accordance with this Article IX, for the ratable benefit of the Banking Product Providers, as cash collateral and (which cash collateral may be released by the Domestic Agent l) then to the applicable Banking Product Provider and applied by such Banking Product Provider to the payment or reimbursement of any amounts due and payable with respect to Banking Product Obligations owed to the applicable Banking Product Provider as and when such amounts first become due and payable and, if and at such time as all such Banking Product Obligations are paid or otherwise satisfied in full, the cash collateral held by the Domestic Agent in respect of such Banking Product Obligations shall be reapplied pursuant to this paragraph, beginning with clause (A) hereof); and (J) last, to Borrower (to be wired to the Designated Account) Borrowers or such other Person Persons who are lawfully entitled thereto under applicable lawthereto.