Common use of Collection Agent Default Clause in Contracts

Collection Agent Default. If any one or more of the following events shall occur (each, a "Collection Agent Default"): (a) (i) any Collection Agent Party or, to the extent that any Originator or any Affiliate of an Originator is then a Collection Agent Party, such Originator or such Affiliate, as applicable, shall fail to observe or perform any material term, covenant or agreement under this Agreement or any other Transaction Document (other than as referred to in clauses (ii) and (iii) of this Section 2.9(a)), and such failure shall remain unremedied for ten days after a Responsible Officer of such Collection Agent Party has knowledge or obtains notice thereof or (ii) the Collection Agent or, to the extent that any Originator or any Affiliate of an Originator is then acting a Collection Agent Party, such Originator or such Affiliate, as applicable, shall fail to make any payment or deposit required to be made by it under this Agreement or any other Transaction Document when due and such failure remains unremedied for one Business Day, (iii) the Collection Agent shall fail to deliver any Weekly Report or Monthly Report within two Business Days of the date when due or any Daily Report within one Business Day of the date when due or shall fail to deliver any other report required to be delivered by it hereunder or under the Receivables Loan Agreement within two Business Days after a Responsible Officer of the Collection Agent has knowledge or obtains notice thereof, or (iv) during any calendar month, the Collection Agent shall fail to deliver more than two Weekly Reports on the date when due or more than two Daily Reports on the date when due; or (b) any representation, warranty, certification or statement made by any Collection Agent Party or, to the extent that any Originator or any Affiliate of an Originator is then a Collection Agent Party, by such Originator or such Affiliate, as applicable, in this Agreement, any other Transaction Document or in any report or other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made; or (c) any Event of Bankruptcy shall occur and be continuing with respect to any Collection Agent Party; or (d) there shall have occurred since the Closing Date any event or condition which has had or could reasonably be expected to have a material adverse effect on the ability of any Collection Agent Party to perform its obligations under the Transaction Documents; or (e) there shall have occurred any other Termination Event of the type described in Section 7.01(d) or 7.01(e) of the Receivables Loan Agreement; or (f) the Performance Guaranty or this Agreement shall cease, for any reason, to be in full force and effect, or any Transaction Party shall so assert in writing or the Performance Guarantor or any Collection Agent Party shall otherwise seek to terminate or disaffirm its obligations under the Performance Guaranty or this Agreement; then, and in any such event, the Administrative Agent may, in its discretion, and shall, at the direction of the Required Committed Lenders, designate another Person to succeed TRW U.S. as the Collection Agent.

Collection Agent Default. If The occurrence of any one or more of the following events shall occur constitute a Collection Agent default (each, a "Collection Agent Default"): (a) (i) any the Collection Agent Party or, to the extent that the Transferor, the Parent, any Originator Seller or any Affiliate of an Originator the Transferor or the Sellers is then a acting as Collection Agent PartyAgent, the Transferor, the Parent, such Originator Seller or such Affiliate, as applicable, shall fail to observe or perform any material term, covenant or agreement under this Agreement or any other Transaction Document hereunder (other than as referred to in clauses (ii) and (iii) of this Section 2.9(a6.07(a)), and such failure shall remain unremedied for ten days (10) days, after a Responsible Officer of such the Collection Agent Party has knowledge or obtains notice thereof or (ii) the Collection Agent or, to the extent that the Transferor, the Parent, any Originator Seller or any Affiliate of an Originator the Transferor or the Sellers is then acting a as Collection Agent PartyAgent, the Transferor, the Parent, such Originator Seller or such Affiliate, as applicable, shall fail to make any payment or deposit required to be made by it under this Agreement or any other Transaction Document hereunder when due and such failure remains unremedied uncured for one (1) Business DayDay or the Collection Agent shall fail to observe or perform in any material respect any term, covenant or agreement on the Collection Agent's part to be performed under Section 2.09(b) hereof, or (iii) the Collection Agent shall fail fails to deliver any Weekly Report or Monthly Deposit Report within two (2) Business Days of the date when due or any Daily Report Settlement Statement within one (1) Business Day of the date when due or shall fail to deliver any other report required to be delivered by it hereunder or under the Receivables Loan Agreement within two Business Days after a Responsible Officer of the Collection Agent has knowledge or obtains notice thereof, or (iv) during any calendar month, the Collection Agent shall fail to deliver more than two Weekly Reports on the date when due or more than two Daily Reports on the date when due; or (b) any representation, warranty, certification or statement made by any the Collection Agent Party or, to the extent that any Originator or any Affiliate of an Originator is then a Collection Agent Party, by such Originator or such Affiliate, as applicable, in this Agreement, any other Transaction Document or in any report or other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made; provided that no such event shall constitute a Collection Agent Default unless such event shall continue unremedied for a period of ten (10) days from the date a Responsible Officer of the Collection Agent obtains knowledge thereof; or (c) the Collection Agent or any of its Subsidiaries shall fail to make any payment of principal or interest in respect of any Indebtedness evidencing an aggregate outstanding principal amount exceeding $15,000,000, when and as the same shall become due and payable after giving effect to any applicable grace period with respect thereto; or any event or condition occurs that results in any such Indebtedness becoming due prior to its scheduled maturity or that enables or permits the holder or holders of any such Indebtedness or any trustee or agent on its or their behalf to cause any such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (c) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; or (d) any Event of Bankruptcy shall occur and be continuing for sixty (60) days with respect to any the Collection Agent Party; or (d) there shall have occurred since the Closing Date or any event or condition which has had or could reasonably be expected to have a material adverse effect on the ability of any Collection Agent Party to perform its obligations under the Transaction DocumentsSubsidiaries; or (e) there shall have occurred any other Termination Event event which, in the commercially reasonable judgment of the type described in Section 7.01(d) or 7.01(e) of the Receivables Loan Agreement; or (f) the Performance Guaranty or this Agreement shall ceaseAdministrative Agent, for any reason, to be in full force materially and effect, or any Transaction Party shall so assert in writing or the Performance Guarantor or any Collection Agent Party shall otherwise seek to terminate or disaffirm its obligations under the Performance Guaranty or this Agreement; then, and in any such event, the Administrative Agent may, in its discretion, and shall, at the direction of the Required Committed Lenders, designate another Person to succeed TRW U.S. as adversely affects the Collection Agent's ability to collect the Receivables under this Agreement.

Collection Agent Default. If The occurrence of any one or more of the following events shall occur (each, constitute a "“Collection Agent Default"):”: (a) The Collection Agent (i) shall fail to make any Collection Agent Party payment, transfer or deposit required to be made by it hereunder or under any other Transaction Document when due (or, to in the extent that any Originator or any Affiliate case of a default in payment of an Originator is then a amount less than $10,000 resulting solely from an administrative error or omission by the Collection Agent PartyAgent, such Originator default continues for a period of one (1) Business Day), (ii) shall fail to deliver any Monthly Report and such failure shall remain unremedied for five (5) days, (iii) shall fail to deliver any Daily Report and such failure shall remain unremedied for one (1) Business Day or such Affiliate, as applicable, (iv) shall fail to observe or perform any material other term, covenant or agreement hereunder or under this Agreement or any of the other Transaction Document (other than as referred Documents to in clauses (ii) and (iii) of this Section 2.9(a))which the Collection Agent is a party or by which the Collection Agent is bound, and such failure shall remain unremedied for ten days after a Responsible Officer of such Collection Agent Party has knowledge or obtains notice thereof or three (ii3) the Collection Agent or, to the extent that any Originator or any Affiliate of an Originator is then acting a Collection Agent Party, such Originator or such Affiliate, as applicable, shall fail to make any payment or deposit required to be made by it under this Agreement or any other Transaction Document when due and such failure remains unremedied for one Business Day, (iii) the Collection Agent shall fail to deliver any Weekly Report or Monthly Report within two Business Days of the date when due or any Daily Report within one Business Day of the date when due or shall fail to deliver any other report required to be delivered by it hereunder or under the Receivables Loan Agreement within two Business Days after a Responsible Officer of the Collection Agent has knowledge or obtains notice thereof, or (iv) during any calendar month, the Collection Agent shall fail to deliver more than two Weekly Reports on the date when due or more than two Daily Reports on the date when dueDays; or (b) any representation, warranty, certification or statement made by any the Collection Agent Party or, to the extent that any Originator or any Affiliate of an Originator is then a Collection Agent Party, by such Originator or such Affiliate, as applicable, in this Agreement, any other Transaction Document the Originator Purchase and Contribution Agreement, the Seller Purchase and Contribution Agreement or in any of the other Transaction Documents or in any certificate or report or other document delivered by it pursuant hereto or thereto to any of the foregoing shall prove to have been incorrect in any material respect when made or deemed made; or (c) any Event event or condition occurs that results in any Material Indebtedness (excluding Holdbacks and other than the Material Indebtedness of Bankruptcy a Special Purpose Vehicle) becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness (excluding Holdbacks and other than the Material Indebtedness of a Special Purpose Vehicle) or any trustee or agent on its or their behalf to cause any Material Indebtedness (excluding Holdbacks and other than the Material Indebtedness of a Special Purpose Vehicle) to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (c) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; or any event or condition of the type referred to above shall occur and be continuing with respect to under the terms of any Holdback owed by the Collection Agent Partyor any Subsidiary (other than a Special Purpose Vehicle) that in the aggregate (for all Holdbacks so affected) constitute Material Indebtedness; provided that no amount payable in respect of any Holdback shall be deemed to be in default to the extent that the obligation to pay such amount is being contested by the Collection Agent or the applicable Subsidiary in good faith and by appropriate proceedings and appropriate reserves had been set aside in respect of such amount; or the Collection Agent or any Subsidiary (other than a Special Purpose Vehicle) shall be required to purchase, or any Person shall be entitled (with or without the giving of notice, the lapse of time or both) to require the Collection Agent or any such Subsidiary to purchase, any assets for a purchase price exceeding $15,000,000 previously sold by the Collection Agent or any Subsidiary pursuant to a Securitization Transaction; or (d) there any Event of Bankruptcy shall have occurred since occur with respect to the Closing Date any event or condition which has had or could reasonably be expected to have a material adverse effect on the ability of any Collection Agent Party to perform its obligations under the Transaction DocumentsAgent; or (e) there A breach of any of the financial covenants set forth in Schedule 6.1 shall have occurred any other Termination Event of the type described in Section 7.01(d) or 7.01(e) of the Receivables Loan Agreementoccurred; or (f) The long-term senior secured debt rating of URNA or, for so long as United Rentals is the Performance Guaranty Collection Agent, United Rentals, is downgraded to below “B+” by S&P, the long-term senior unsecured debt rating of URNA or, for so long as United Rentals is the Collection Agent, United Rentals, is downgraded to below “B-” by S&P, the long-term issuer rating of URNA or, for so long as United Rentals is the Collection Agent, United Rentals, is downgraded to below “B3” by ▇▇▇▇▇’▇, the long-term senior implied rating of URNA or, for so long as United Rentals is the Collection Agent, United Rentals, is downgraded to below “B2” by ▇▇▇▇▇’▇ or either S&P or ▇▇▇▇▇’▇ ceases to provide any such rating; or (g) the Collection Agent shall fail to comply with any financial covenant contained in the United Rentals Credit Agreement (without regard to any applicable grace period contained therein) at any time after the lenders and agents party thereto have waived any non-compliance by the Collection Agent with any financial covenant contained therein; (h) any material provision of this Agreement or any other Transaction Document to which the Collection Agent is a party shall cease, for any reason, cease to be in full force and effecteffect or the Collection Agent shall so state in writing; or (i) there shall have occurred a Material Adverse Effect with respect to the Collection Agent since the end of the last fiscal year ending prior to the date of its appointment as Collection Agent hereunder; or (j) one or more final judgments for the payment of money in an aggregate amount in excess of $15,000,000 (or its equivalent in any other currency) shall be rendered against the Collection Agent, any of its Subsidiaries (other than a Special Purpose Vehicle) or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any Transaction Party action shall so assert in writing be legally taken by a judgment creditor to attach or levy upon any assets of the Performance Guarantor Collection Agent or any Subsidiary (other than a Special Purpose Vehicle) to enforce any such judgment; or (k) any event or condition described in clause (c) or (j) occurs with respect to any Subsidiary of the Collection Agent Party shall otherwise seek to terminate or disaffirm its obligations that is a Special Purpose Vehicle that would constitute a Collection Agent Default under such clause if Special Purpose Vehicles were not excluded therefrom, unless (i) such Special Purpose Vehicle is an “Unrestricted Subsidiary” as defined in the Performance Guaranty or this Agreement; then, Subordinated Note Indentures and URNA is in any such event, compliance with the Administrative Agent may, in its discretion, and shall, at the direction last paragraph of Section 10.18(a) of the Required Committed Lenders, designate another Person to succeed TRW U.S. Subordinated Note Indentures (other than any non-compliance solely as a result of the existence of this clause (k)) and (ii) neither the Collection Agent.Agent nor any other Subsidiary (other than a Special Purpose Vehicle) is liable for any Material Indebtedness of such Special Purpose Vehicle;

Collection Agent Default. If The occurrence of any one or more of the following events shall occur constitute a Collection Agent default (each, a "Collection Agent Default"): (a) (i) any the Collection Agent Party or, to the extent that the Transferor, TriMas Corp., any Originator Seller or any Affiliate of an Originator the Transferor or the Sellers is then a acting as Collection Agent PartyAgent, the Transferor, TriMas Corp., such Originator Seller or such Affiliate, as applicable, shall fail to observe or perform any material term, covenant or agreement under this Agreement or any other Transaction Document hereunder (other than as referred to in clauses (ii) and (iii) of this Section 2.9(a6.07(a)), and such failure shall remain unremedied for ten days (10) days, after a Responsible Officer of such the Collection Agent Party has knowledge or obtains notice thereof or (ii) the Collection Agent or, to the extent that the Transferor, TriMas Corp., any Originator Seller or any Affiliate of an Originator the Transferor or the Sellers is then acting a as Collection Agent PartyAgent, the Transferor, TriMas Corp., such Originator Seller or such Affiliate, as applicable, shall fail to make any payment or deposit required to be made by it under this Agreement or any other Transaction Document hereunder when due and such failure remains unremedied uncured for one (1) Business DayDay or the Collection Agent shall fail to observe or perform in any material respect any term, covenant or agreement on the Collection Agent's part to be performed under Section 2.09(b) hereof, or (iii) the Collection Agent shall fail fails to deliver any Weekly Report or Monthly Deposit Report within two (2) Business Days of the date when due or any Daily Report Settlement Statement within one (1) Business Day of the date when due or shall fail to deliver any other report required to be delivered by it hereunder or under the Receivables Loan Agreement within two Business Days after a Responsible Officer of the Collection Agent has knowledge or obtains notice thereof, or (iv) during any calendar month, the Collection Agent shall fail to deliver more than two Weekly Reports on the date when due or more than two Daily Reports on the date when due; or (b) any representation, warranty, certification or statement made by any the Collection Agent Party or, to the extent that any Originator or any Affiliate of an Originator is then a Collection Agent Party, by such Originator or such Affiliate, as applicable, in this Agreement, any other Transaction Document or in any report or other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made; provided that no such event shall constitute a Collection Agent Default unless such event shall continue unremedied for a period of ten (10) days from the date a Responsible Officer of the Collection Agent obtains knowledge thereof; or (c) the Collection Agent or any of its Subsidiaries shall fail to make any payment of principal or interest in respect of any Indebtedness evidencing an aggregate outstanding principal amount exceeding $15,000,000, when and as the same shall become due and payable after giving effect to any applicable grace period with respect thereto; or any event or condition occurs that results in any such Indebtedness becoming due prior to its scheduled maturity or that enables or permits the holder or holders of any such Indebtedness or any trustee or agent on its or their behalf to cause any such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (c) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; or (d) an involuntary proceeding described under clause (ii) of the definition of Event of Bankruptcy shall occur and be continuing for sixty (60) days, or any other Event of Bankruptcy shall occur and be continuing, in each case with respect to any the Collection Agent Partyor any of its Subsidiaries; or (d) there shall have occurred since the Closing Date any event or condition which has had or could reasonably be expected to have a material adverse effect on the ability of any Collection Agent Party to perform its obligations under the Transaction Documents; orRECEIVABLES TRANSFER AGREEMENT (e) there shall have occurred any other Termination Event event which, in the commercially reasonable judgment of the type described in Section 7.01(d) or 7.01(e) of the Receivables Loan Agreement; or (f) the Performance Guaranty or this Agreement shall cease, for any reason, to be in full force and effect, or any Transaction Party shall so assert in writing or the Performance Guarantor or any Collection Agent Party shall otherwise seek to terminate or disaffirm its obligations under the Performance Guaranty or this Agreement; then, and in any such event, the Administrative Agent may, in its discretion, and shall, at the direction of the Required Committed Lenders, designate another Person to succeed TRW U.S. as Purchasers materially and adversely affects the Collection Agent's ability to collect the Receivables under this Agreement.

Collection Agent Default. If The occurrence of any one or more of the following events shall occur constitute a Collection Agent default (each, a "“Collection Agent Default"”): (a) (i) any the Collection Agent Party or, to the extent that the Transferor, TriMas Corp., any Originator Seller or any Affiliate of an Originator the Transferor or the Sellers is then a acting as Collection Agent PartyAgent, the Transferor, TriMas Corp., such Originator Seller or such Affiliate, as applicable, shall fail to observe or perform any material term, covenant or agreement under this Agreement or any other Transaction Document hereunder (other than as referred to in clauses (ii) and (iii) of this Section 2.9(a6.07(a)), and such failure shall remain unremedied for ten days (10) days, after a Responsible Officer of such the Collection Agent Party has knowledge or obtains notice thereof or (ii) the Collection Agent or, to the extent that the Transferor, TriMas Corp., any Originator Seller or any Affiliate of an Originator the Transferor or the Sellers is then acting a as Collection Agent PartyAgent, the Transferor, TriMas Corp., such Originator Seller or such Affiliate, as applicable, shall fail to make any payment or deposit required to be made by it under this Agreement or any other Transaction Document hereunder when due and such failure remains unremedied uncured for one (1) Business DayDay or the Collection Agent shall fail to observe or perform in any material respect any term, covenant or agreement on the Collection Agent’s part to be performed under Section 2.08(b) hereof, or (iii) the Collection Agent shall fail fails to deliver any Weekly Report or Monthly Report Settlement Statement within two (2) Business Days of the date when due or any Daily Report within one Business Day of the date when due or shall fail to deliver any other report required to be delivered by it hereunder or under the Receivables Loan Agreement within two Business Days after a Responsible Officer of the Collection Agent has knowledge or obtains notice thereof, or (iv) during any calendar month, the Collection Agent shall fail to deliver more than two Weekly Reports on the date when due or more than two Daily Reports on the date when due; or (b) any representation, warranty, certification or statement made by any the Collection Agent Party or, to the extent that any Originator or any Affiliate of an Originator is then a Collection Agent Party, by such Originator or such Affiliate, as applicable, in this Agreement, any other Transaction Document or in any report or other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made; provided that no such event shall constitute a Collection Agent Default unless such event shall continue unremedied for a period of ten (10) days from the date a Responsible Officer of the Collection Agent obtains knowledge thereof; or (c) the Collection Agent or any of its Subsidiaries shall fail to make any payment of principal or interest in respect of any Indebtedness evidencing an aggregate outstanding principal amount exceeding $15,000,000, when and as the same shall become due and payable after giving effect to any applicable grace period with respect thereto; or any event or condition occurs that results in any such Indebtedness becoming due prior to its scheduled maturity or that enables or permits the holder or holders of any such Indebtedness or any trustee or agent on its or their behalf to cause any such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (c) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; or (d) an involuntary proceeding described under clause (ii) of the definition of Event of Bankruptcy shall occur and be continuing for sixty (60) days, or any other Event of Bankruptcy shall occur and be continuing, in each case with respect to any the Collection Agent Party; or (d) there shall have occurred since the Closing Date or any event or condition which has had or could reasonably be expected to have a material adverse effect on the ability of any Collection Agent Party to perform its obligations under the Transaction DocumentsSubsidiaries; or (e) there a Change of Control shall have occurred any other Termination Event of the type described in Section 7.01(d) or 7.01(e) of the Receivables Loan Agreementoccurred; or (f) there shall have occurred any event which, in the Performance Guaranty or this Agreement shall cease, for any reason, to be in full force and effect, or any Transaction Party shall so assert in writing or the Performance Guarantor or any Collection Agent Party shall otherwise seek to terminate or disaffirm its obligations under the Performance Guaranty or this Agreement; then, and in any such event, commercially reasonable judgment of the Administrative Agent may, in its discretion, and shall, at the direction of the Required Committed Lenders, designate another Person to succeed TRW U.S. as Purchasers materially and adversely affects the Collection Agent’s ability to collect the Receivables under this Agreement.

Collection Agent Default. If The occurrence of any one or more of the following events shall occur (each, constitute a "Collection Agent Default"):: (a) (i) any the Collection Agent Party or, to the extent that any Originator or any Affiliate of an Originator is then a Collection Agent Party, such Originator or such Affiliate, as applicable, shall fail to observe or perform any material term, covenant or agreement under this Agreement to be observed or any other Transaction Document performed by it hereunder (other than as referred to in clauses clause (ii) and (iii) of this Section 2.9(a)immediately hereafter), and such failure shall remain unremedied for ten two (2) Business Days after notice to the Collection Agent if such failure is the failure to deliver an Investor Report when due pursuant to Section 2.8(b), or thirty (30) days after a Responsible Officer of such notice to the Collection Agent Party has knowledge or obtains notice thereof in all other cases, or (ii) the Collection Agent or, to the extent that any Originator or any Affiliate of an Originator is then acting a Collection Agent Party, such Originator or such Affiliate, as applicable, shall fail to make any payment or deposit required to be made by it under this Agreement or any other Transaction Document when due and such failure remains unremedied for one Business Day, (iii) the Collection Agent shall fail to deliver any Weekly Report or Monthly Report within two Business Days of the date when due or any Daily Report within one Business Day of the date when due or shall fail to deliver any other report required to be delivered by it hereunder or under the Receivables Loan Agreement within two Business Days after a Responsible Officer of the Collection Agent has knowledge or obtains notice thereof, or (iv) during any calendar month, the Collection Agent shall fail to deliver more than two Weekly Reports on the date when due or more than two Daily Reports on the date when due; or (b) any representation, warranty, certification or statement made by any the Collection Agent Party or, to the extent that any Originator or any Affiliate of an Originator is then a Collection Agent Party, by such Originator or such Affiliate, as applicable, in this Agreement, any other Transaction Document the Receivables Purchase Agreement or in any of the other Transaction Documents or in any certificate or report or other document delivered by it pursuant hereto or thereto to any of the foregoing shall prove to have been incorrect in any material respect when made or deemed made; or (c) failure of the Collection Agent to pay when due any amounts due under any agreement under which any Indebtedness greater than $20,000,000 is governed or the default by the Collection Agent in the performance of any term, provision or condition contained in any agreement under which any Indebtedness greater than $20,000,000 was created or is governed, in each of the foregoing cases after giving effect to any applicable grace or cure period; or any Indebtedness of the Collection Agent greater than $20,000,000 shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the scheduled date of maturity thereof; or (d) any Event of Bankruptcy shall occur and be continuing with respect to any the Collection Agent Party; or (d) there shall have occurred since the Closing Date any event or condition which has had or could reasonably be expected to have a material adverse effect on the ability of any Collection Agent Party to perform its obligations under the Transaction DocumentsAgent; or (e) failure of the Collection Agent (so long as such Collection Agent is the Seller or an Affiliate of the Seller) to satisfy any of the Shaw Financial Covenant▇; ▇r (f) there shall have occurred any other Termination Event material adverse change in the operations of the type described in Section 7.01(d) or 7.01(e) Collection Agent since the end of the Receivables Loan Agreement; or (f) last fiscal year ending prior to the Performance Guaranty or this Agreement shall cease, for any reason, to be in full force and effect, date of its appointment as Collection Agent hereunder or any Transaction Party other event shall so assert in writing or the Performance Guarantor or any Collection Agent Party shall otherwise seek to terminate or disaffirm its obligations under the Performance Guaranty or this Agreement; then, and in any such event, the Administrative Agent mayhave occurred which, in its discretion, and shall, at the direction commercially reasonably judgment of the Required Committed LendersAgent, designate another Person to succeed TRW U.S. as materially and adversely affects the Collection Agent's ability to either collect the Receivables or to perform under this Agreement.

Collection Agent Default. If any one or more of the following events shall occur (each, a "Collection Agent Default"): (a) (i) any Collection Agent Party or, to the extent that any Originator or any Affiliate of an Originator is then a Collection Agent Party, such Originator or such Affiliate, as applicable, shall fail to observe or perform any material term, covenant or agreement under this Agreement or any other Transaction Document (other than as referred to in clauses (ii) and (iii) of this Section 2.9(a)), and such failure shall remain unremedied for ten days after a Responsible Officer of such Collection Agent Party has knowledge or obtains notice thereof or (ii) the Collection Agent or, to the extent that any Originator or any Affiliate of an Originator is then acting a Collection Agent Party, such Originator or such Affiliate, as applicable, shall fail to make any payment or deposit required to be made by it under this Agreement or any other Transaction Document when due and such failure remains unremedied for one Business Day, (iii) the Collection Agent shall fail to deliver any Weekly Report or Monthly Report within two Business Days of the date when due or any Daily Report within one Business Day of the date when due or shall fail to deliver any other report required to be delivered by it hereunder or under the Receivables Loan Agreement within two Business Days after a Responsible Officer of the Collection Agent has knowledge or obtains notice thereof, or (iv) during any calendar month, the Collection Agent shall fail to deliver more than two Weekly Reports on the date when due or more than two Daily Reports on the date when due; or (b) any representation, warranty, certification or statement made by any Collection Agent Party or, to the extent that any Originator or any Affiliate of an Originator is then a Collection Agent Party, by such Originator or such Affiliate, as applicable, in this Agreement, any other Transaction Document or in any report or other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made; or (c) any Event of Bankruptcy shall occur and be continuing with respect to any Collection Agent Party; or (d) there shall have occurred since the Closing Date December 31, 2003 any event or condition which has had or could reasonably be expected to have a material adverse effect on the ability of any Collection Agent Party to perform its obligations under the Transaction Documents; or (e) there shall have occurred any other Termination Event of the type described in Section 7.01(d) or 7.01(e) of the Receivables Loan Agreement; or (f) the Performance Guaranty or this Agreement shall cease, for any reason, to be in full force and effect, or any Transaction Party shall so assert in writing or the Performance Guarantor or any Collection Agent Party shall otherwise seek to terminate or disaffirm its obligations under the Performance Guaranty or this Agreement; then, and in any such event, the Administrative Agent may, in its discretion, and shall, at the direction of the Required Committed Lenders, designate another Person to succeed TRW U.S. as the Collection Agent.