Common use of Collection Agent Default Clause in Contracts

Collection Agent Default. The occurrence of any one or more of the following events shall constitute a Collection Agent default (each, a "Collection Agent Default"): (i) the Collection Agent or, to the extent that the Transferor, the Parent, any Seller or any Affiliate of the Transferor or the Sellers is then acting as Collection Agent, the Transferor, the Parent, such Seller or such Affiliate, as applicable, shall fail to observe or perform any material term, covenant or agreement hereunder (other than as referred to in clauses (ii) and (iii) of this Section 6.07(a)), and such failure shall remain unremedied for ten (10) days, after a Responsible Officer of the Collection Agent has knowledge thereof or (ii) the Collection Agent or, to the extent that the Transferor, the Parent, any Seller or any Affiliate of the Transferor or the Sellers is then acting as Collection Agent, the Transferor, the Parent, such Seller or such Affiliate, as applicable, shall fail to make any payment or deposit required to be made by it hereunder when due and such failure remains uncured for one (1) Business Day 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 fails to deliver any Deposit Report within two (2) Business Days of the date when due or Settlement Statement within one (1) Business Day of the date when due; or (b) any representation, warranty, certification or statement made by the Collection Agent in this Agreement, any other Transaction Document or in any 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 the Collection Agent or any of its Subsidiaries; or (e) there shall have occurred any event which, in the commercially reasonable judgment of the Administrative Agent, materially and adversely affects the Collection Agent's ability to collect the Receivables under this Agreement.

Collection Agent Default. The occurrence of If any one or more of the following events shall constitute a Collection Agent default occur (each, a "Collection Agent Default"): (a) (i) the any Collection Agent Party or, to the extent that the Transferor, the Parent, any Seller Originator or any Affiliate of the Transferor or the Sellers an Originator is then acting as a Collection Agent, the Transferor, the ParentAgent Party, such Seller Originator or such Affiliate, as applicable, shall fail to observe or perform any material term, covenant or agreement hereunder under this Agreement or any other Transaction Document (other than as referred to in clauses (ii) and (iii) of this Section 6.07(a2.9(a)), and such failure shall remain unremedied for ten (10) days, days after a Responsible Officer of the such Collection Agent Party has knowledge or obtains notice thereof or (ii) the Collection Agent or, to the extent that the Transferor, the Parent, any Seller Originator or any Affiliate of the Transferor or the Sellers an Originator is then acting as a Collection Agent, the Transferor, the ParentAgent Party, such Seller Originator or such Affiliate, as applicable, shall fail to make any payment or deposit required to be made by it hereunder under this Agreement or any other Transaction Document when due and such failure remains uncured unremedied for one Business Day, (1iii) Business Day 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 fails to deliver any Deposit Weekly Report or Monthly Report within two (2) Business Days of the date when due or Settlement Statement any Daily Report 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 the 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; 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 the 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 of Collection Agent Party to perform its Subsidiariesobligations under the Transaction Documents; or (e) there shall have occurred any event whichother 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 commercially reasonable judgment direction of the Administrative AgentRequired Committed Lenders, materially and adversely affects designate another Person to succeed TRW U.S. as the Collection Agent's ability to collect the Receivables under this Agreement.

Collection Agent Default. The occurrence of If any one or more of the following events shall constitute a Collection Agent default occur (each, a "Collection Agent Default"): (a) (i) the any Collection Agent Party or, to the extent that the Transferor, the Parent, any Seller Originator or any Affiliate of the Transferor or the Sellers an Originator is then acting as a Collection Agent, the Transferor, the ParentAgent Party, such Seller Originator or such Affiliate, as applicable, shall fail to observe or perform any material term, covenant or agreement hereunder under this Agreement or any other Transaction Document (other than as referred to in clauses (ii) and (iii) of this Section 6.07(a2.9(a)), and such failure shall remain unremedied for ten (10) days, days after a Responsible Officer of the such Collection Agent Party has knowledge or obtains notice thereof or (ii) the Collection Agent or, to the extent that the Transferor, the Parent, any Seller Originator or any Affiliate of the Transferor or the Sellers an Originator is then acting as a Collection Agent, the Transferor, the ParentAgent Party, such Seller Originator or such Affiliate, as applicable, shall fail to make any payment or deposit required to be made by it hereunder under this Agreement or any other Transaction Document when due and such failure remains uncured unremedied for one Business Day, (1iii) Business Day 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 fails to deliver any Deposit Weekly Report or Monthly Report within two (2) Business Days of the date when due or Settlement Statement any Daily Report 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 the 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; 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 the any Collection Agent Party; or (d) there shall have occurred since 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 of Collection Agent Party to perform its Subsidiariesobligations under the Transaction Documents; or (e) there shall have occurred any event whichother 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 commercially reasonable judgment direction of the Administrative AgentRequired Committed Lenders, materially and adversely affects designate another Person to succeed TRW U.S. as the Collection Agent's ability to collect the Receivables under this Agreement.

Collection Agent Default. The occurrence of any one or more of the following events shall constitute a Collection Agent default (each, a "“Collection Agent Default"):”: (a) The Collection Agent (i) the Collection Agent or, to the extent that the Transferor, the Parent, any Seller or any Affiliate of the Transferor or the Sellers is then acting as Collection Agent, the Transferor, the Parent, such Seller or such Affiliate, as applicable, shall fail to observe or perform any material term, covenant or agreement hereunder (other than as referred to in clauses (ii) and (iii) of this Section 6.07(a)), and such failure shall remain unremedied for ten (10) days, after a Responsible Officer of the Collection Agent has knowledge thereof or (ii) the Collection Agent or, to the extent that the Transferor, the Parent, any Seller or any Affiliate of the Transferor or the Sellers is then acting as Collection Agent, the Transferor, the Parent, such Seller or such Affiliate, as applicable, shall fail to make any payment payment, transfer or deposit required to be made by it hereunder or under any other Transaction Document when due (or, in the case of a default in payment of an amount less than $10,000 resulting solely from an administrative error or omission by the Collection Agent, such default continues for a period of one (1) Business Day), (ii) shall fail to deliver any Monthly Report and such failure remains uncured 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 the Collection Agent (iv) shall fail to observe or perform in any material respect any other term, covenant or agreement on hereunder or under any of the Collection Agent's part other Transaction Documents to be performed under Section 2.09(b) hereof, or (iii) which the Collection Agent fails to deliver any Deposit Report within two is a party or by which the Collection Agent is bound, and such failure shall remain unremedied for three (23) Business Days of the date when due or Settlement Statement within one (1) Business Day of the date when dueDays; or (b) any representation, warranty, certification or statement made by the Collection Agent 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 document Transaction Documents or in any certificate or report 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; 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 Material Indebtedness (excluding Holdbacks and other than the Material Indebtedness of 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 such 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 such 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 under the terms of any Holdback owed by the Collection Agent or 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) any Event of Bankruptcy shall occur with respect to the Collection Agent; or (e) A breach of any of the financial covenants set forth in Schedule 6.1 shall have occurred; or (f) The long-term senior secured 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 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 Xxxxx’x, 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 Xxxxx’x or either S&P or Xxxxx’x 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 to be continuing for sixty in full force and effect or the Collection Agent shall so state in writing; or (60i) days there shall have occurred a Material Adverse Effect with respect to the Collection Agent or any since the end of the last fiscal year ending prior to the date of its Subsidiariesappointment as Collection Agent hereunder; or (ej) there 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 have occurred any event which, in the commercially reasonable judgment of the Administrative Agent, materially and adversely affects be rendered against the Collection Agent's ability , 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 action shall be legally taken by a judgment creditor to collect attach or levy upon any assets of the Receivables 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 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 Subordinated Note Indentures and URNA is in compliance with the last paragraph of Section 10.18(a) of the Subordinated Note Indentures (other than any non-compliance solely as a result of the existence of this Agreement.clause (k)) and (ii) neither the Collection 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. The occurrence of any one or more of the following events shall constitute a Collection Agent default (each, a "Collection Agent Default"): (a) (i) the Collection Agent or, to the extent that the Transferor, the ParentTriMas Corp., any Seller or any Affiliate of the Transferor or the Sellers is then acting as Collection Agent, the Transferor, the ParentTriMas Corp., such Seller or such Affiliate, as applicable, shall fail to observe or perform any material term, covenant or agreement hereunder (other than as referred to in clauses (ii) and (iii) of this Section 6.07(a)), and such failure shall remain unremedied for ten (10) days, after a Responsible Officer of the Collection Agent has knowledge thereof or (ii) the Collection Agent or, to the extent that the Transferor, the ParentTriMas Corp., any Seller or any Affiliate of the Transferor or the Sellers is then acting as Collection Agent, the Transferor, the ParentTriMas Corp., such Seller or such Affiliate, as applicable, shall fail to make any payment or deposit required to be made by it hereunder when due and such failure remains uncured for one (1) Business Day 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 fails to deliver any Deposit Report within two (2) Business Days of the date when due or Settlement Statement within one (1) Business Day of the date when due; or (b) any representation, warranty, certification or statement made by the Collection Agent in this Agreement, any other Transaction Document or in any 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 an involuntary proceeding described under clause (ii) of the definition of Event of Bankruptcy shall occur and be continuing for sixty (60) days days, or any other Event of Bankruptcy shall occur and be continuing, in each case with respect to the Collection Agent or any of its Subsidiaries; oror RECEIVABLES TRANSFER AGREEMENT (e) there shall have occurred any event which, in the commercially reasonable judgment of the Administrative Agent, Agent and the Required Committed Purchasers materially and adversely affects the Collection Agent's ability to collect the Receivables under this Agreement.

Collection Agent Default. The occurrence of any one or more of the following events shall constitute a Collection Agent default (each, a "“Collection Agent Default"”): (a) (i) the Collection Agent or, to the extent that the Transferor, the ParentTriMas Corp., any Seller or any Affiliate of the Transferor or the Sellers is then acting as Collection Agent, the Transferor, the ParentTriMas Corp., such Seller or such Affiliate, as applicable, shall fail to observe or perform any material term, covenant or agreement hereunder (other than as referred to in clauses (ii) and (iii) of this Section 6.07(a)), and such failure shall remain unremedied for ten (10) days, after a Responsible Officer of the Collection Agent has knowledge thereof or (ii) the Collection Agent or, to the extent that the Transferor, the ParentTriMas Corp., any Seller or any Affiliate of the Transferor or the Sellers is then acting as Collection Agent, the Transferor, the ParentTriMas Corp., such Seller or such Affiliate, as applicable, shall fail to make any payment or deposit required to be made by it hereunder when due and such failure remains uncured for one (1) Business Day or the Collection Agent shall fail to observe or perform in any material respect any term, covenant or agreement on the Collection Agent's ’s part to be performed under Section 2.09(b2.08(b) hereof, or (iii) the Collection Agent fails to deliver any Deposit Report Settlement Statement within two (2) Business Days of the date when due or Settlement Statement within one (1) Business Day of the date when due; or (b) any representation, warranty, certification or statement made by the Collection Agent in this Agreement, any other Transaction Document or in any 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 an involuntary proceeding described under clause (ii) of the definition of Event of Bankruptcy shall occur and be continuing for sixty (60) days days, or any other Event of Bankruptcy shall occur and be continuing, in each case with respect to the Collection Agent or any of its Subsidiaries; or (e) a Change of Control shall have occurred; or (f) there shall have occurred any event which, in the commercially reasonable judgment of the Administrative Agent, Agent and the Required Purchasers materially and adversely affects the Collection Agent's ’s ability to collect the Receivables under this Agreement.

Collection Agent Default. The occurrence of any one or more of the following events shall constitute a Collection Agent default (each, a "Collection Agent Default"):: (i) the Collection Agent or, to the extent that the Transferor, the Parent, any Seller or any Affiliate of the Transferor or the Sellers is then acting as Collection Agent, the Transferor, the Parent, such Seller or such Affiliate, as applicable, shall fail to observe or perform any material term, covenant or agreement to be observed or performed by it hereunder (other than as referred to in clauses clause (ii) and (iii) of this Section 6.07(a)immediately hereafter), and such failure shall remain unremedied for ten two (102) days, Business Days after a Responsible Officer of notice to the Collection Agent has knowledge thereof if such failure is the failure to deliver an Investor Report when due pursuant to Section 2.8(b), or thirty (30) days after notice to the Collection Agent in all other cases, or (ii) the Collection Agent or, to the extent that the Transferor, the Parent, any Seller or any Affiliate of the Transferor or the Sellers is then acting as Collection Agent, the Transferor, the Parent, such Seller or such Affiliate, as applicable, shall fail to make any payment or deposit required to be made by it hereunder when due and such failure remains uncured for one (1) Business Day 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 fails to deliver any Deposit Report within two (2) Business Days of the date when due or Settlement Statement within one (1) Business Day of the date when due; or (b) any representation, warranty, certification or statement made by the Collection Agent in this Agreement, any other Transaction Document the Receivables Purchase Agreement or in any of the other document Transaction Documents or in any certificate or report 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; 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) 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 any of its Subsidiaries shall fail to make any payment of principal or interest the default by the Collection Agent in respect the performance of any term, provision or condition contained in any agreement under which any Indebtedness evidencing an aggregate outstanding principal amount exceeding greater than $15,000,00020,000,000 was created or is governed, when and as in each of the same shall become due and payable foregoing cases after giving effect to any applicable grace period with respect theretoor cure period; or any event Indebtedness of the Collection Agent greater than $20,000,000 shall be declared to be due and payable or condition occurs that results in any such Indebtedness becoming due required to be prepaid (other than by a regularly scheduled payment) prior to its the scheduled date of 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 the Collection Agent or any of its SubsidiariesAgent; 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 Covenantx; xr (f) there shall have occurred any material adverse change in the operations of the Collection Agent since the end of the last fiscal year ending prior to the date of its appointment as Collection Agent hereunder or any other event shall have occurred which, in the commercially reasonable reasonably judgment of the Administrative Agent, materially and adversely affects the Collection Agent's ability to either collect the Receivables or to perform under this Agreement.