Common use of Designation of Collection Agent Clause in Contracts

Designation of Collection Agent. The servicing, administration, collection and management of the Pool Receivables shall be conducted by the Person so designated hereunder from time to time (such Person, the "Collection Agent"). Until the Administrative Agent (with the consent or at the direction of the Required Committed Lenders) gives notice to the Borrower and the European Purchaser of the designation of a new Collection Agent (which notice may be given at any time following the occurrence and during the continuation of a Collection Agent Default), TRW U.S. is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms of this Agreement and the other Transaction Documents. TRW U.S. may not resign from the obligations and liabilities hereby imposed on it. The Administrative Agent may, and at the direction of the Required Committed Lenders shall, at any time after the occurrence and during the continuation of a Collection Agent Default, designate as Collection Agent any Person (including itself) to succeed TRW U.S. or any successor Collection Agent, on such terms and conditions as the Administrative Agent and such successor Collection Agent shall agree. The Collection Agent may, with the prior consent of the Required Committed Lenders, subcontract with any other Person for the servicing, administration, collection or management of the Receivables (each such Person a "Sub-Collection Agent"); provided that TRW U.S. may without such consent delegate its duties as Collection Agent hereunder to any Affiliate. Any such subcontract or delegation shall not affect the Collection Agent's liability for performance of its duties and obligations pursuant to the terms hereof. Without limiting the generality of the foregoing, any action taken or omitted to be taken by any Person that has entered into a subcontract with the Collection Agent or to whom the Collection Agent has delegated any of its duties (including, without limitation, any Seller) shall be deemed to be an action or omission by the Collection Agent (including, without limitation, for purposes of determining whether any Receivable is a Diluted Receivable and for purposes of Sections 2.6 of this Agreement and 10.01 of the Receivables Loan Agreement).

Designation of Collection Agent. The servicing, administration, ------------------------------- administration and collection and management of the Pool Transferred Receivables shall be conducted by such Person (the Person "Collection Agent") so designated hereunder from time to time (such Person, the "Collection Agent")---------------- time. Until the Administrative Agent (with the consent Transferee or at the direction of the Required Committed Lenders) its assignee gives notice to the Borrower and the European Purchaser Originator of the designation of a new Collection Agent (which notice may be given at any time following Agent, the occurrence and during the continuation of a Collection Agent Default), TRW U.S. Originator is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Originator agrees that such notice may be given at any time in the Transferee's or assignee's discretion. Upon the Originator's receipt of this Agreement such notice, the Originator agrees that it will terminate its activities as Collection Agent hereunder in a manner which the Transferee (or its designee) believes will facilitate the transition of the performance of such activities to the new Collection Agent, and the Originator shall use its best efforts to assist the Transferee (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other Transaction Documents. TRW U.S. may not resign from documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Collection Agent and access to all employees and officers of the obligations and liabilities hereby imposed on itOriginator responsible with respect thereto. The Administrative Agent may, and at the direction of the Required Committed Lenders shall, Transferee at any time after the occurrence and during the continuation of a Collection Agent Default, giving such notice may designate as Collection Agent any Person (including itself) to succeed TRW U.S. the Originator or any successor Collection Agent, on if such Person shall consent and agree to the terms and conditions as the Administrative Agent and such successor Collection Agent shall agreehereof. The Collection Agent may, with the prior consent of the Required Committed LendersTransferee, subcontract with any other Person for the servicing, administration, administration or collection or management of the Receivables (each such Person a "Sub-Collection Agent"); provided that TRW U.S. may without such consent delegate its duties as Collection Agent hereunder to any AffiliateTransferred Receivables. Any such subcontract or delegation shall not affect the Collection Agent's liability for performance of its duties and obligations pursuant to the terms hereof. Without limiting the generality of the foregoing, any action taken or omitted to be taken by any Person that has entered into a subcontract with the Collection Agent or to whom the Collection Agent has delegated any of its duties (including, without limitation, any Seller) shall be deemed to be an action or omission by the Collection Agent (including, without limitation, for purposes of determining whether any Receivable is a Diluted Receivable and for purposes of Sections 2.6 of this Agreement and 10.01 of the Receivables Loan Agreement).

Designation of Collection Agent. The servicing, administration, administration and collection and management of the Pool Transferred Receivables shall be conducted by such Person (the Person “Collection Agent”) so designated hereunder from time to time (such Person, the "Collection Agent")time. Until the Administrative Agent RIPA Final Payment Date, IR Company (with the consent or at the direction of the Required Committed Lenders) gives notice to the Borrower and the European Purchaser of the designation of a new Collection Agent (which notice such other person as may be given at any designated from time following to time under the occurrence and during the continuation of a Collection Agent Default), TRW U.S. RIPA) is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms of this Agreement hereof. Following the RIPA Final Payment Date and the other Transaction Documents. TRW U.S. may not resign from the obligations and liabilities hereby imposed on it. The Administrative Agent may, and at the direction of the Required Committed Lenders shall, at any time after the occurrence and during the continuation of so long as a Collection Agent DefaultDefault has occurred and is continuing, the Purchaser may designate as Collection Agent any Person (including itself) to succeed TRW U.S. IR Company or any successor Collection Agent, on if such Person shall consent and agree to the terms hereof. Upon the receipt of notice designating a new Collection Agent, IR Company agrees that it will terminate its activities as Collection Agent hereunder in a manner which the Purchaser (or its assignee) believes will facilitate the transition of the performance of such activities to the new Collection Agent, and conditions IR Company shall use its best efforts to assist the person designated as the Administrative new Collection Agent to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Collection Agent and such successor Collection Agent shall agreeaccess to all employees and officers of IR Company responsible with respect thereto. The Collection Agent maymay subcontract with Hussmann (with respect to the Receivables originated by the “Hussmann Entities” identified on Schedule I) or Thermo King Corp. (with respect to Receivables originated by the “Thermo King Entities” identified on Schedule I), or, with the prior written consent of the Required Committed LendersPurchaser and its assignees, subcontract with any other Person for the servicing, administration, administration or collection or management of the Receivables (each such Person a "Sub-Collection Agent"); provided that TRW U.S. may without such consent delegate its duties as Collection Agent hereunder to any AffiliateTransferred Receivables. Any such subcontract or delegation shall not affect the Collection Agent's ’s liability for performance of its duties and obligations pursuant to the terms hereof. Without limiting the generality , and any such subcontract shall terminate upon designation of the foregoing, any action taken or omitted to be taken by any Person that has entered into a subcontract with the successor Collection Agent or to whom the Collection Agent has delegated any of its duties (including, without limitation, any Seller) shall be deemed to be an action or omission by the Collection Agent (including, without limitation, for purposes of determining whether any Receivable is a Diluted Receivable and for purposes of Sections 2.6 of this Agreement and 10.01 of the Receivables Loan Agreement)Agent.

Designation of Collection Agent. The servicing, administration, administration and collection and management of the Pool Receivables and Participated Receivables shall be conducted by the Person Collection Agent so designated hereunder from time to time (such Person, the "Collection Agent")time. Until the Administrative Agent (with the consent or at the direction of the Required Committed Lenders) gives notice to the Borrower and the European Purchaser of the designation of a new Collection Agent (which notice may be given at any time following in accordance with the occurrence and during the continuation of a Collection Agent Default)terms hereof, TRW U.S. HQ is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms of this Agreement and the other Transaction Documentshereof. TRW U.S. may not resign from the obligations and liabilities hereby imposed on it. The Administrative Agent may, and at the direction of the Required Committed Lenders shall, at At any time after the occurrence and during the continuation continuance of a Collection Agent DefaultDefault (and then, only after the RFA Termination Date or earlier if permitted under the RFA Intercreditor Agreement), the Administrative Agent may and, at the request of the Required Lenders, the Administrative Agent shall designate as Collection Agent any Person (including itself) to succeed TRW U.S. the Parent or any successor Collection Agent, on if such Person shall consent and agree to the terms and conditions as the Administrative Agent and such successor Collection Agent shall agreehereof. The Collection Agent may, with the prior consent of the Required Committed LendersAdministrative Agent, subcontract with any other Person (except that in the case of an Originator no such consent is required) for the servicing, administration, administration or collection or management of the Receivables (each such Person a "Sub-Collection Agent"); provided that TRW U.S. may without such consent delegate its duties as Collection Agent hereunder to any Affiliateand Participated Receivables. Any such subcontract or delegation shall not affect the Collection Agent's ’s liability for performance of its duties and obligations pursuant to the terms hereof, and any such subcontract shall automatically terminate upon designation of a successor Collection Agent. Without limiting The foregoing to the generality of contrary notwithstanding (but subject to the foregoingRFA Intercreditor Agreement), any action taken or omitted until the RFA Termination Date, the “Collection Agent” under, and as defined in, the Receivables Financing Agreement from time to time shall be taken by any Person that has entered into a subcontract with the Collection Agent or hereunder and the right of the Administrative Agent to whom the designate any successor Collection Agent has delegated any of its duties (including, without limitation, any Seller) shall be deemed subject to be an action or omission by the Collection Agent (including, without limitation, for purposes of determining whether any Receivable is a Diluted Receivable and for purposes of Sections 2.6 of this Agreement and 10.01 prior right of the RFA Program Agent to designate the “Collection Agent” under the Receivables Loan Financing Agreement).

Designation of Collection Agent. The Purchaser shall ------------------------------- have, as against the Seller, the sole right to service, administer and collect the Pool Receivables. Notwithstanding the foregoing, the servicing, administration, administering and collection and management of the Pool Receivables shall be conducted by the such Person so designated hereunder from time to time (such Person, the "Collection Agent")) so designated from time to time in accordance with this Section 6.01. Until the Administrative Agent (with the consent or at the direction of the Required Committed Lenders) Purchaser gives notice to the Borrower and the European Purchaser Seller of the a designation of a new Collection Agent (which notice may be given at any time following the occurrence and during the continuation of a Collection Agent Default)Agent, TRW U.S. Services is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms of this Agreement and the other Transaction Documents. TRW U.S. may not resign from the obligations and liabilities hereby imposed on ithereof. The Administrative Agent may, and at the direction of the Required Committed Lenders shall, Purchaser may at any time after the occurrence and during the continuation of a Collection Agent Default, Designated Event designate as Collection Agent any Person (including itself) to succeed TRW U.S. Services or any successor Collection Agent, on the condition in each case that any such terms Person so designated shall agree to perform the duties and conditions as obligations of the Administrative Agent and such successor Collection Agent shall agreepursuant to the terms hereof. The Collection Agent maymay subcontract with the Seller or, with the prior consent of the Required Committed LendersPurchaser, subcontract with any other Person for the servicing, administrationadministering or collecting the Pool Receivables, collection or management provided that the Collection Agent shall remain -------- liable for the performance of the Receivables (each such Person a "Sub-Collection Agent"); provided that TRW U.S. may without such consent delegate its duties as Collection Agent hereunder to any Affiliate. Any such subcontract or delegation shall not affect the Collection Agent's liability for performance of its duties and obligations of the Collection Agent pursuant to the terms hereof. Without limiting the generality of the foregoing, any action taken or omitted The Purchaser shall pay to be taken by any Person that has entered into a subcontract with the Collection Agent or to whom the Collection Agent has delegated any of its duties (including, without limitation, any Seller) shall be deemed to be an action or omission by the Collection Agent (including, without limitation, for purposes of determining whether any Receivable is other than Services who shall be paid a Diluted Receivable and for purposes of Sections 2.6 of this Agreement and 10.01 fee pursuant to Section 2.10 of the Receivables Loan Xxxxxx Agreement)) a collection fee (the "Collection Agent Fee") of 1/4 of 1% per annum on the average daily amount of Capital of each Share, from the date of the initial Purchase under the Xxxxxx Agreement until the later of the Facility Termination Date or the date on which such Capital is reduced to zero, payable on the last day of each Settlement Period for such Share; provided, however, -------- ------- that, upon three Business Days' notice to the Purchaser, the Collection Agent may (if not Services) elect to be paid, as such fee, another percentage per annum on the average daily amount of Capital of each such Share, but in no event in excess of 110% of all reasonable and appropriate out-of-pocket costs and expenses of such Collection Agent of servicing, collecting and administering the Pool Receivables.

Designation of Collection Agent. The servicing, administration, administering and collection and management of the Pool Receivables shall be conducted by such Person (the Person “Collection Agent”) so designated hereunder from time to time (such Person, the "Collection Agent")in accordance with this Section 6.01. Until the Administrative Agent (with the consent or at the direction of the Required Committed Lenders) gives Majority Group Managing Agents give notice to the Borrower and the European Purchaser of the a designation of a new Collection Agent (which notice may be given at any time following the occurrence and during the continuation of a Collection Agent Default)Agent, TRW U.S. TXU Energy Retail is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms of this Agreement and the other Transaction Documents. TRW U.S. may not resign from the obligations and liabilities hereby imposed on ithereof. The Administrative Agent Majority Group Managing Agents may, and at the direction of the Required Committed Lenders shall, at any time after upon the occurrence and during of an Event of Termination or at any other time with the continuation written consent of a Collection Agent Defaultthe Borrower, designate as Collection Agent any Person (including itselfany Group Managing Agent but not including any Investor) to succeed TRW U.S. or TXU Energy Retail as Collection Agent, and may at any time designate any Person (including any Group Managing Agent but not including any Investor) to succeed any successor Collection Agent, on such terms and conditions as the Administrative Agent and such successor Collection Agent shall agree. The Collection Agent may, with the prior consent of the Required Committed Lenders, subcontract with condition in each case that any other Person for the servicing, administration, collection or management of the Receivables (each such Person a "Sub-Collection Agent"); provided that TRW U.S. may without such consent delegate its duties as Collection Agent hereunder so designated shall agree to any Affiliate. Any such subcontract or delegation shall not affect perform the Collection Agent's liability for performance of its duties and obligations of the Collection Agent pursuant to the terms hereof. Without limiting For purposes of satisfying the generality condition contained in the preceding sentence, the Administrative Agent and each Group Managing Agent hereby agree that if and when it accepts the designation of the foregoing, any action taken or omitted to be taken by any Person that has entered into a subcontract with itself as the Collection Agent or to whom it shall perform the duties and obligations of the Collection Agent has delegated pursuant to the terms hereof. The Collection Agent may subcontract with TCEH and, upon prior written notice to each Group Managing Agent and the Administrative Agent, subcontract with any of its duties other Subcontractor (including, without limitation, any Seller) shall be deemed to be an action other Parent Undertaking Provider), in each instance, for servicing, administering or omission by collecting the Pool Receivables, provided that the Collection Agent (including, without limitation, shall remain liable for purposes of determining whether any Receivable is a Diluted Receivable and for purposes of Sections 2.6 of this Agreement and 10.01 the performance of the Receivables Loan Agreement)duties and obligations of the Collection Agent pursuant to the terms hereof and the Administrative Agent and Group Managing Agents shall be entitled to deal exclusively with the Collection Agent in matters related to the discharge of its duties hereunder, and provided further that the Majority Group Managing Agents may at any time after the occurrence of an Event of Termination deliver a notice in the form of Exhibit H canceling any such Subcontractor’s right to act as Collection Agent.

Designation of Collection Agent. The servicing, administration, administration and collection and management of the Pool Transferred Receivables shall be conducted by such Person (the Person "Collection Agent") so designated hereunder from time to time (such Person, the "Collection Agent")time. Until the Administrative Agent (with the consent Purchaser or at the direction of the Required Committed Lenders) its assignee gives notice to the Borrower and the European Purchaser Seller of the designation of a new Collection Agent (which notice may be given at any time following Agent, the occurrence and during the continuation of a Collection Agent Default), TRW U.S. Seller is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Seller agrees that such notice may be given at any time during the existence of this Agreement an Event of Termination in the Purchaser's or assignee's discretion. Upon the Seller's receipt of such notice, the Seller agrees that it will terminate its activities as Collection Agent hereunder in a manner which the Purchaser (or its designee) believes will facilitate the transition of the performance of such activities to the new Collection Agent, and the Seller shall use its best efforts to assist the Purchaser (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other Transaction Documents. TRW U.S. may not resign from documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Collection Agent and access to all employees and officers of the obligations and liabilities hereby imposed on itSeller responsible with respect thereto. The Administrative Agent may, and at the direction of the Required Committed Lenders shall, Purchaser at any time after the occurrence and during the continuation of a Collection Agent Default, giving such notice may designate as Collection Agent itself or any Person (including itself) that is a financial institution and/or in the business of servicing pools of receivables to succeed TRW U.S. the Seller or any successor Collection Agent, on if such Person shall consent and agree to the terms and conditions as the Administrative Agent and such successor Collection Agent shall agreehereof. The Collection Agent may, with the prior consent of the Required Committed LendersPurchaser, subcontract with any other Person for the servicing, administration, administration or collection or management of the Receivables (each such Person a "Sub-Collection Agent"); provided that TRW U.S. may without such consent delegate its duties as Collection Agent hereunder to any AffiliateTransferred Receivables. Any such subcontract or delegation shall not affect the Collection Agent's liability for performance of its duties and obligations pursuant to the terms hereof. Without limiting the generality of the foregoing, any action taken or omitted to be taken by any Person that has entered into a subcontract with the Collection Agent or to whom the Collection Agent has delegated any of its duties (including, without limitation, any Seller) shall be deemed to be an action or omission by the Collection Agent (including, without limitation, for purposes of determining whether any Receivable is a Diluted Receivable and for purposes of Sections 2.6 of this Agreement and 10.01 of the Receivables Loan Agreement).

Designation of Collection Agent. The servicing, administration, administration and collection and management of the Pool Transferred Receivables shall be conducted by such Person (the Person "COLLECTION AGENT") so designated hereunder from time to time (such Person, the "Collection Agent")time. Until the Administrative Agent (with the consent Purchaser or at the direction of the Required Committed Lenders) its assignee gives notice to the Borrower and the European Purchaser Seller of the designation of a new Collection Agent (which notice may be given at any time following the occurrence and during the continuation continuance of a Collection Agent Default), TRW U.S. the Seller is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. Upon the Seller's receipt of this Agreement such notice, the Seller agrees that it will terminate its activities as Collection Agent hereunder in a manner which the Purchaser (or its designee) believes will facilitate the transition of the performance of such activities to the new Collection Agent, and the Seller shall use commercially reasonable efforts to assist the Purchaser (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other Transaction Documents. TRW U.S. may not resign from documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Collection Agent and access to all employees and officers of the obligations and liabilities hereby imposed on itSeller responsible with respect thereto. The Administrative Agent may, and at the direction of the Required Committed Lenders shall, Purchaser at any time after the occurrence and during the continuation of a Collection Agent Default, giving such notice may designate as Collection Agent any Person (including itself) to succeed TRW U.S. the Seller or any successor Collection Agent, on if such Person shall consent and agree to the terms and conditions as the Administrative Agent and such successor Collection Agent shall agreehereof. The Collection Agent may, with the prior consent of the Required Committed LendersPurchaser, subcontract with any other Person for the servicing, administration, administration or collection or management of the Receivables (each such Person a "Sub-Collection Agent"); provided that TRW U.S. may without such consent delegate its duties as Collection Agent hereunder to any AffiliateTransferred Receivables. Any such subcontract or delegation shall not affect the Collection Agent's liability for performance of its duties and obligations pursuant to the terms hereof. Without limiting the generality of the foregoing, any action taken or omitted to be taken by any Person that has entered into a subcontract with the Collection Agent or to whom the Collection Agent has delegated any of its duties (including, without limitation, any Seller) shall be deemed to be an action or omission by the Collection Agent (including, without limitation, for purposes of determining whether any Receivable is a Diluted Receivable and for purposes of Sections 2.6 of this Agreement and 10.01 of the Receivables Loan Agreement).

Designation of Collection Agent. The servicing, administration, administration and collection and management of the Pool Purchased Receivables shall be conducted by such Person (the Person “Collection Agent”) so designated hereunder from time to time (such Person, the "Collection Agent")time. Until the Administrative Agent RPA Final Payment Date, Ferro (with the consent or at the direction of the Required Committed Lenders) gives notice to the Borrower and the European Purchaser of the designation of a new Collection Agent (which notice such other Person as may be given at any designated from time following to time under the occurrence and during the continuation of a Collection Agent Default), TRW U.S. Sale Agreement) is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms of this Agreement and hereof. Following the other Transaction Documents. TRW U.S. RPA Final Payment Date, the Purchaser, by notice to Ferro, may not resign from the obligations and liabilities hereby imposed on it. The Administrative Agent may, and at the direction of the Required Committed Lenders shall, at any time after the occurrence and during the continuation of a Collection Agent Default, designate as Collection Agent any Person (including itself) to succeed TRW U.S. Ferro or any successor Collection Agent, on if such Person shall consent and agree to the terms hereof. Upon Ferro’s receipt of such notice, Ferro agrees that it will terminate its activities as Collection Agent hereunder in a manner which the Purchaser (or its designee or assignees) believes will facilitate the transition of the performance of such activities to the new Collection Agent, and conditions Ferro shall use its best efforts to assist the Purchaser (or its designee or assignee) to take over the servicing, administration and collection of the Purchased Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Purchased Receivables maintained in its capacity as the Administrative Collection Agent and such successor Collection Agent shall agreeaccess to all employees and officers of Ferro responsible with respect thereto. The Collection Agent may, with the prior consent of the Required Committed LendersPurchaser, subcontract with any other Person for the servicing, administrationadministration or collection of Purchased Receivables (and the Purchaser, collection on behalf of itself and the Agent, hereby consents to the subcontracting to Ferro Color or management FPL, as the case may be of the servicing, administration and collection of Purchased Receivables (each such Person a "Sub-Collection Agent"originated by Ferro Color or FPL, as the case may be); provided that TRW U.S. may without such consent delegate its duties as Collection Agent hereunder to any Affiliate. Any such subcontract or delegation shall not affect the Collection Agent's ’s liability for performance of its duties and obligations pursuant to the terms hereof. Without limiting the generality , and any such subcontract shall automatically terminate upon designation of the foregoing, any action taken or omitted to be taken by any Person that has entered into a subcontract with the successor Collection Agent or to whom the Collection Agent has delegated any of its duties (including, without limitation, any Seller) shall be deemed to be an action or omission by the Collection Agent (including, without limitation, for purposes of determining whether any Receivable is a Diluted Receivable and for purposes of Sections 2.6 of this Agreement and 10.01 of the Receivables Loan Agreement)Agent.

Designation of Collection Agent. The servicing, administration, collection and management of the Pool Receivables shall be conducted by the Person so designated hereunder from time to time (such Person, the "Collection Agent"). Until the Administrative Agent (with the consent or at the direction of the Required Committed Lenders) gives notice to the Borrower and the European Purchaser of the designation of a new Collection Agent (which notice may be given at any time following the occurrence and during the continuation of a Collection Agent Default), TRW U.S. is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms of this Agreement and the other Transaction Documents. TRW U.S. may not resign from the obligations and liabilities hereby imposed on it. The Administrative Agent may, and at the direction of the Required Committed Lenders shall, at any time after the occurrence and during the continuation of a Collection Agent Default, designate as Collection Agent any Person (including itself) to succeed TRW U.S. or any successor Collection Agent, on such terms and conditions as the Administrative Agent and such successor Collection Agent shall agree. The Collection Agent may, with the prior consent of the Required Committed Lenders, subcontract with any other Person for the servicing, administration, collection or management of the Receivables (each such Person a "Sub-Collection Agent"); provided that TRW U.S. may without such consent delegate its duties as Collection Agent hereunder to any Affiliate. Any such subcontract or delegation shall not affect the Collection Agent's liability for performance of its duties and obligations pursuant to the terms hereof. Without limiting the generality of the foregoing, any action taken or omitted to be taken by any Person that has entered into a subcontract with the Collection Agent or to whom the Collection Agent has delegated any of its duties (including, without limitation, any Seller) shall be deemed to be an action or omission by the Collection Agent (including, without limitation, for purposes of determining whether any Receivable is a Diluted Receivable and for purposes of Sections 2.6 of this Agreement and 10.01 of the Receivables Loan Agreement).

Designation of Collection Agent. The Purchaser shall ------------------------------- have, as against the Seller, the sole right to service, administer and collect the Pool Receivables. Notwithstanding the foregoing, the servicing, administration, administering and collection and management of the Pool Receivables shall be conducted by the such Person so designated hereunder from time to time (such Person, the "Collection Agent")) so designated from time to time in accordance with this Section 6.01. Until the Administrative Agent (with the consent or at the direction of the Required Committed Lenders) Purchaser gives notice to the Borrower and the European Purchaser Seller of the a designation of a new Collection Agent (which notice may be given at any time following the occurrence and during the continuation of a Collection Agent Default)Agent, TRW U.S. Services is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms of this Agreement and the other Transaction Documents. TRW U.S. may not resign from the obligations and liabilities hereby imposed on ithereof. The Administrative Agent may, and at the direction of the Required Committed Lenders shall, Purchaser may at any time after the occurrence and during the continuation of a Collection Agent Default, Designated Event designate as Collection Agent any Person (including itself) to succeed TRW U.S. Services or any successor Collection Agent, on the condition in each case that any such terms Person so designated shall agree to perform the duties and conditions as obligations of the Administrative Agent and such successor Collection Agent shall agreepursuant to the terms hereof. The Collection Agent maymay subcontract with the Originator or, with the prior consent of the Required Committed LendersPurchaser, subcontract with any other Person for the servicing, administrationadministering or collecting the Pool Receivables, collection or management provided that the Collection Agent shall -------- remain liable for the performance of the Receivables (each such Person a "Sub-Collection Agent"); provided that TRW U.S. may without such consent delegate its duties as Collection Agent hereunder to any Affiliate. Any such subcontract or delegation shall not affect the Collection Agent's liability for performance of its duties and obligations of the Collection Agent pursuant to the terms hereof. Without limiting the generality of the foregoing, any action taken or omitted The Purchaser shall pay to be taken by any Person that has entered into a subcontract with the Collection Agent or to whom the Collection Agent has delegated any of its duties (including, without limitation, any Seller) shall be deemed to be an action or omission by the Collection Agent (including, without limitation, for purposes of determining whether any Receivable is other than Services who shall be paid a Diluted Receivable and for purposes of Sections 2.6 of this Agreement and 10.01 fee pursuant to Section 2.10 of the Receivables Loan Xxxxxx Agreement)) a collection fee (the "Collection Agent Fee") of 1/4 of 1% per annum on the average daily amount of Capital of each Share, from the date of the initial Purchase under the Xxxxxx Agreement until the later of the Facility Termination Date or the date on which such Capital is reduced to zero, payable on the last day of each Settlement Period for such Share; provided, however, that, upon three Business Days' notice to the -------- ------- Purchaser, the Collection Agent may (if not Services) elect to be paid, as such fee, another percentage per annum on the average daily amount of Capital of each such Share, but in no event in excess of 110% of all reasonable and appropriate out-of-pocket costs and expenses of such Collection Agent of servicing, collecting and administering the Pool Receivables.