<PAGE>
                                                                        Ex 10.63

                                                                  EXECUTION COPY








                  RECEIVABLES PURCHASE AND SERVICING AGREEMENT

                           Dated as of January 8, 2002

                                  by and among

                        EAGLE-PICHER FUNDING CORPORATION

                                   as Seller,

                        REDWOOD RECEIVABLES CORPORATION,

                              as Conduit Purchaser,

                         EAGLE-PICHER INDUSTRIES, INC.,

                                  as Servicer,

                                       and

                      GENERAL ELECTRIC CAPITAL CORPORATION,

               as Committed Purchaser and as Administrative Agent




<PAGE>



                                            TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                               PAGE

<S>                                                                                                              <C>
ARTICLE I. DEFINITIONS AND INTERPRETATION.........................................................................1
         Section 1.01.  Definitions...............................................................................1
         Section 1.02.  Rules of Construction.....................................................................2

ARTICLE II. AMOUNTS AND TERMS OF PURCHASES........................................................................2
         Section 2.01.  Purchases.................................................................................2
         Section 2.02.  Optional Changes in Maximum Purchase Limit................................................2
         Section 2.03.  Investment Base Certificates; Notices Relating to Purchases and Reductions in
                           Capital Investment.....................................................................3
         Section 2.04.  Conveyance of Receivables.................................................................4
         Section 2.05.  Facility Termination Date.................................................................5
         Section 2.06.  Daily Yield...............................................................................6
         Section 2.07.  Fees......................................................................................6
         Section 2.08.  Time and Method of Payments...............................................................6
         Section 2.09.  Capital Requirements; Additional Costs....................................................7
         Section 2.10.  Breakage Costs............................................................................8
         Section 2.11.  Purchase Excess...........................................................................8

ARTICLE III. CONDITIONS PRECEDENT.................................................................................9
         Section 3.01.  Conditions to Effectiveness of Agreement..................................................9
         Section 3.02.  Conditions Precedent to All Purchases....................................................11

ARTICLE IV. REPRESENTATIONS AND WARRANTIES.......................................................................12
         Section 4.01.  Representations and Warranties of the Seller.............................................12
         Section 4.02.  Representations and Warranties of the Servicer...........................................19

ARTICLE V. GENERAL COVENANTS OF THE SELLER.......................................................................20
         Section 5.01.  Affirmative Covenants of the Seller......................................................20
         Section 5.02.  Reporting Requirements of the Seller.....................................................22
         Section 5.03.  Negative Covenants of the Seller.........................................................22

ARTICLE VI. COLLECTIONS AND DISBURSEMENTS........................................................................25
         Section 6.01.  Establishment of Accounts................................................................25
         Section 6.02.  Funding of Collection Account............................................................28
         Section 6.03.  Daily Disbursements From the Collection Account; Revolving Period........................30
         Section 6.04.  Disbursements From the Retention Account; Settlement Date Procedures; Revolving
                           Period................................................................................31
         Section 6.05.  Liquidation Settlement Procedures........................................................33
         Section 6.06.  Investment of Funds in Accounts..........................................................34
</TABLE>

                                       i

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<TABLE>
<CAPTION>

<S>                     <C>                                                                                     <C>
         Section 6.07.  Termination Procedures...................................................................34

ARTICLE VII. SERVICER PROVISIONS.................................................................................34
         Section 7.01.  Appointment of the Servicer..............................................................34
         Section 7.02.  Duties and Responsibilities of the Servicer..............................................35
         Section 7.03.  Collections on Receivables...............................................................35
         Section 7.04.  Authorization of the Servicer............................................................36
         Section 7.05.  Servicing Fees...........................................................................36
         Section 7.06.  Representations and Warranties of the Servicer...........................................37
         Section 7.07.  Covenants of the Servicer................................................................38
         Section 7.08.  Reporting Requirements of the Servicer...................................................39

ARTICLE VIII. GRANT OF SECURITY INTERESTS........................................................................39
         Section 8.01.  Seller's Grant of Security Interest......................................................39
         Section 8.02.  Seller's Certification...................................................................41
         Section 8.03.  Consent to Assignment....................................................................41
         Section 8.04.  Delivery of Collateral...................................................................41
         Section 8.05.  Seller Remains Liable....................................................................42
         Section 8.06.  Covenants of the Seller and the Servicer Regarding the Seller Collateral.................42

ARTICLE IX. TERMINATION EVENTS...................................................................................45
         Section 9.01.  Termination Events.......................................................................45
         Section 9.02.  Events of Servicer Termination...........................................................48

ARTICLE X. REMEDIES..............................................................................................50
         Section 10.01.  Actions Upon Termination Event..........................................................50
         Section 10.02.  Exercise of Remedies....................................................................52
         Section 10.03.  Power of Attorney.......................................................................52
         Section 10.04.  Continuing Security Interest............................................................52

ARTICLE XI. SUCCESSOR SERVICER PROVISIONS........................................................................52
         Section 11.01.  Servicer Not to Resign..................................................................52
         Section 11.02.  Appointment of the Successor Servicer...................................................53
         Section 11.03.  Duties of the Servicer..................................................................53
         Section 11.04.  Effect of Termination or Resignation....................................................54

ARTICLE XII. INDEMNIFICATION.....................................................................................54
         Section 12.01.  Indemnities by the Seller...............................................................54
         Section 12.02.  Indemnities by the Servicer.............................................................56
         Section 12.03.  Limitation of Damages; Indemnified Persons..............................................56

ARTICLE XIII. AGENT..............................................................................................57
</TABLE>
                                       ii

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<TABLE>
<CAPTION>
<S>                     <C>                                                                                     <C>
         Section 13.01.  Authorization and Action................................................................57
         Section 13.02.  Reliance................................................................................57
         Section 13.03.  GE Capital and Affiliates...............................................................58

ARTICLE XIV. MISCELLANEOUS.......................................................................................58
         Section 14.01.  Notices.................................................................................58
         Section 14.02.  Binding Effect; Assignability...........................................................59
         Section 14.03.  Termination; Survival of Seller Secured Obligations Upon Facility Termination
                           Date..................................................................................59
         Section 14.04.  Costs, Expenses and Taxes...............................................................60
         Section 14.05.  Confidentiality.........................................................................61
         Section 14.06.  No Proceedings..........................................................................62
         Section 14.07.  Complete Agreement; Modification of Agreement...........................................62
         Section 14.08.  Amendments and Waivers..................................................................62
         Section 14.09.  No Waiver; Remedies.....................................................................62
         Section 14.10.  GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL............................63
         Section 14.11.  Counterparts............................................................................65
         Section 14.12.  Severability............................................................................65
         Section 14.13.  Section Titles..........................................................................65
         Section 14.14.  Limited Recourse........................................................................65
         Section 14.15.  Further Assurances......................................................................65
</TABLE>

<TABLE>
<CAPTION>

<S>     <C>                <C>
EXHIBITS, SCHEDULES AND ANNEXES
Exhibit 2.02(a)            Form of Commitment Reduction Notice
Exhibit 2.02(b)            Form of Commitment Termination Notice
Exhibit 2.03(a)            Form of Investment Base Certificate
Exhibit 2.03(b)            Form of Capital Purchase Request
Exhibit 2.03(c)            Form of Repayment Notice
Exhibit 2.04(a)            Form of Purchase Assignment
Exhibit 3.01(a)(i)         Form of Solvency Certificate
Exhibit 3.01(a)(ii)(A)     Form of Seller Certificate (Closing)
Exhibit 3.01(a)(ii)(B)     Form of Seller Certificate (Post-Closing)
Exhibit 3.01(a)(iii)(A)    Form of Servicer's Certificate (Closing)
Exhibit 3.01(a)(iii)(B)    Form of Servicer's Certificate (Post-Closing)
Exhibit 3.01(a)(iv)        Form of Monthly Report
Exhibit 3.01(n)            Form of Response to Solicitation
Exhibit 10.03              Form of Power of Attorney
Exhibit A                  Credit and Collection Policy

Schedule  4.01(b)          Executive Offices; Collateral Locations; Corporate or
                           Other Names;
                           Organizational Identification Number/FEIN/Seller
Schedule  4.01(d)          Litigation
Schedule  4.01(h)          Ventures, Subsidiaries and Affiliates; Outstanding
                           Stock and Debt/Seller
</TABLE>
                                      iii
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<TABLE>
<CAPTION>

<S>       <C>              <C>
Schedule  4.01(i)          Tax Matters/Seller
Schedule  4.01(r)          Deposit and Disbursement Accounts/Seller
Schedule  5.01(b)          Corporate and Trade Names/Seller
Schedule  5.03(b)          Existing Liens/Seller

Annex G                    Financial Covenants
Annex 5.02(a)              Reporting Requirements of the Seller
Annex 5.02(b)              Investment Reports
Annex X                    Definitions
Annex Y                    Schedule of Documents
</TABLE>
                                       iv

<PAGE>


                  THIS RECEIVABLES PURCHASE AND SERVICING AGREEMENT (as amended,
supplemented or otherwise modified and in effect from time to time, the
"AGREEMENT") is entered into as of January 8, 2002, by and among EAGLE-PICHER
FUNDING CORPORATION, a Delaware corporation (the "SELLER"), EAGLE-PICHER
INDUSTRIES, INC., an Ohio corporation (the "PARENT"), in its capacity as
servicer hereunder (in such capacity, the "SERVICER"), REDWOOD RECEIVABLES
CORPORATION, a Delaware corporation (the "CONDUIT PURCHASER"), and GENERAL
ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as a Committed Purchaser
(the "COMMITTED PURCHASER") and as administrative agent for the Conduit
Purchaser and the Committed Purchaser hereunder (in such capacity, the
"ADMINISTRATIVE Agent").

                                    RECITALS

                  A. The Seller is a special purpose corporation wholly-owned,
directly or indirectly, by Eagle-Picher Holdings, Inc.

                  B. The Seller has been formed for the purpose of purchasing
certain trade receivables generated by the Originators.

                  C. The Seller intends to sell, and, subject to the terms and
conditions hereof, the Conduit Purchaser and the Committed Purchaser intend to
purchase, undivided percentage interests in such trade receivables, from time to
time, as described herein.

                  D. The Administrative Agent has been requested and is willing
to act as administrative agent on behalf of each of the Conduit Purchaser and
the Committed Purchaser in connection with the making and financing of such
purchases.

                  E. In order to effectuate the purposes of this Agreement, the
Conduit Purchaser and the Committed Purchaser each desires to appoint the Parent
to service, administer and collect the receivables acquired by the Purchasers
pursuant to this Agreement and the Parent is willing to act in such capacity as
Servicer hereunder on the terms and conditions set forth herein.

                                    AGREEMENT

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants hereinafter contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

                                   ARTICLE I.

                         DEFINITIONS AND INTERPRETATION

                  Section 1.01. DEFINITIONS. Capitalized terms used herein and
not otherwise defined shall have the meanings ascribed to them in ANNEX X.

<PAGE>

                  Section 1.02. RULES OF CONSTRUCTION. For purposes of this
Agreement, the rules of construction set forth in ANNEX X shall govern. All
Appendices hereto, or expressly identified to this Agreement, are incorporated
herein by reference and, taken together with this Agreement, shall constitute
but a single agreement.

                                  ARTICLE II.

                         AMOUNTS AND TERMS OF PURCHASES

                  Section 2.01. PURCHASES. From and after the Closing Date and
until the Facility Termination Date and subject to the terms and conditions
hereof, the Conduit Purchaser and the Committed Purchaser severally agree to
purchase Purchaser Interests (each such purchase hereunder, a "PURCHASE") from
the Seller from time to time and the Seller agrees to sell such Purchaser
Interests to the Purchasers. The obligation of the Conduit Purchaser to make
Purchases hereunder shall be from the Closing Date until the occurrence of
either a Committed Purchaser Funding Event or the Facility Termination Date. The
obligation of the Committed Purchaser to make Purchases hereunder shall be from
and after the occurrence of a Committed Purchaser Funding Event until the
Facility Termination Date. Under no circumstances shall a Purchaser make any
Purchase if, after giving effect thereto, a Purchase Excess would exist. Each
purchase of undivided percentage ownership interests in the Receivables by the
Purchasers hereunder shall consist of either (i) a purchase made by the
applicable Purchasers with new funds provided by such Purchasers (each, a
"CAPITAL PURCHASE") or (ii) a purchase made by the applicable Purchasers with
funds consisting of Collections allocated to the Purchaser Interests pursuant to
the terms of this Agreement (each, a "REINVESTMENT PURCHASE"). On each Business
Day following the Closing Date until the Facility Termination Date, but subject
to SECTION 3.02 hereof, each Purchaser holding a Purchaser Interest at such time
shall be automatically deemed to have made a Reinvestment Purchase with the
amount of funds to be distributed to the Seller pursuant to SECTION 6.03(c), if
any.

           Section 2.02. OPTIONAL CHANGES IN MAXIMUM PURCHASE LIMIT.

                  (a) So long as no Incipient Termination Event or Termination
Event shall have occurred and be continuing, the Seller may, not more than twice
during each calendar year, reduce the Maximum Purchase Limit permanently;
PROVIDED, that (i) the Seller shall give thirty (30) Business Days' prior
written notice of any such reduction to the Administrative Agent substantially
in the form of EXHIBIT 2.02(a) (each such notice, a "COMMITMENT REDUCTION
NOTICE"), (ii) any partial reduction of the Maximum Purchase Limit shall be in a
minimum amount of $5,000,000 or an integral multiple thereof, (iii) no such
reduction shall reduce the Maximum Purchase Limit below the greater of (x)
Capital Investment at such time and (y) $50,000,000, and (iv) any such reduction
must be accompanied by payment of the fee required by SECTION 2.02(c).

                  (b) The Seller may at any time on at least 90 days' prior
written notice by the Seller to the Administrative Agent irrevocably terminate
the Maximum Purchase Limit;

                                       2

<PAGE>

PROVIDED, that (i) such notice of termination shall be substantially in the form
of EXHIBIT 2.02(b) (the "COMMITMENT TERMINATION NOTICE"), (ii) the Seller shall
reduce the Capital Investment to zero and make all payments required by SECTION
2.03(C) at the time and in the manner specified therein, and (iii) such
reduction must be accompanied by payment of the fee required by SECTION 2.02(c).
Upon such termination, the Seller's right to request that any Purchaser make
Purchases hereunder shall simultaneously terminate and the Facility Termination
Date shall automatically occur.

                  (c) If all or any portion of the Maximum Purchase Limit is
reduced or terminated in accordance with this SECTION 2.02 prior to the first
anniversary of the Closing Date, then the Seller shall pay the Administrative
Agent, for the account of the Purchasers, an amount equal to (i) the amount by
which the Maximum Purchase Limit is so reduced multiplied by (ii) 1.00%;
PROVIDED, that such amount shall not be payable if, without the consent of the
Seller, the Conduit Purchaser or the Committed Purchaser has assigned all or any
portion of its rights and obligations hereunder or interests herein to any
Person other than GE Capital, an Affiliate of GE Capital or any investment
vehicle administered by GE Capital or an Affiliate of GE Capital.

                  (d) Each written notice required to be delivered pursuant to
SECTIONS 2.02(a) and (b) shall be irrevocable and shall be effective (i) on the
day of receipt if received by the Administrative Agent and the Purchasers not
later than 4:00 p.m. (New York time) on any Business Day and (ii) on the
immediately succeeding Business Day if received by the Administrative Agent and
the Purchasers after such time on such Business Day or if any such notice is
received on a day other than a Business Day (regardless of the time of day such
notice is received). Each such notice of termination or reduction shall specify,
respectively, the amount of, or the amount of the proposed reduction in, the
Maximum Purchase Limit.

                  Section 2.03. INVESTMENT BASE CERTIFICATES; NOTICES RELATING
TO PURCHASES AND REDUCTIONS IN CAPITAL INVESTMENT.

                  (a) Not later than 11:00 a.m. (New York time) on the third
Business Day of each calendar week, the Seller shall deliver to the Purchasers,
the Administrative Agent and the Collateral Agent an Officer's Certificate
substantially in the form of EXHIBIT 2.03(a) (each, an "INVESTMENT BASE
CERTIFICATE") which shall be prepared by the Seller or the Servicer with
information as of the close of business on the last day of the immediately
preceding calendar week; PROVIDED, that if (i) an Incipient Termination Event or
a Termination Event shall have occurred and be continuing or (ii) the
Administrative Agent, in good faith, believes that an Incipient Termination
Event or a Termination Event is imminent or deems any Purchaser's rights or
interests in the Transferred Receivables or the Seller Collateral insecure, the
Seller shall deliver an Investment Base Certificate to the Purchasers, the
Administrative Agent and the Collateral Agent at such more frequent intervals
and with respect to such time periods as the Administrative Agent may request
from time to time. Capital Investment Available shall be determined by the
Administrative Agent using its good faith and commercially reasonable credit
judgment, based on information related to the Seller Collateral available to it,
including (A) any information obtained in connection with any audit or reflected
in the most recent Investment

                                       3
<PAGE>


Base Certificate or any other Investment Report delivered to the Purchasers and
the Administrative Agent or (B) any other information that may be available to
the Purchasers and the Administrative Agent.

                  (b) Each Purchase resulting in an increase in Capital
Investment shall be made upon the provision of notice by the Seller to the
Administrative Agent in the manner provided herein. Any such notice must be
given in writing so that it is received no later than 4:00 p.m. (New York time)
on the Business Day immediately preceding the proposed Purchase Date set forth
therein. Each such notice (a "CAPITAL PURCHASE REQUEST") shall (i) be
substantially in the form of EXHIBIT 2.03(b), (ii) be irrevocable, (iii) specify
the amount of the requested increase in Capital Investment (which shall be in an
amount not less than $500,000) and the proposed Purchase Date (which shall be a
Business Day), (iv) be accompanied by an Investment Base Certificate setting
forth all applicable information as of the close of business on the third
Business Day prior to the proposed Purchase Date and (v) include such other
information as may be required by the Purchasers and the Administrative Agent.

                  (c) The Seller may at any time reduce the Capital Investment;
PROVIDED, that (i) the Seller shall give one Business Day's prior written notice
of any such reduction to the Administrative Agent substantially in the form of
EXHIBIT 2.03(C) (each such notice, a "REPAYMENT NOTICE"), (ii) each such notice
shall be irrevocable, (iii) each such notice shall specify the amount of the
requested reduction in the Capital Investment and the proposed date of such
reduction (which shall be a Business Day) and (iv) any such reduction must be
accompanied by payment of (A) all Daily Yield accrued and unpaid on the Capital
Investment being reduced through but excluding the date of such reduction and
(B) the costs, if any, required by SECTION 2.10. Any such notice of reduction
must be received by the Administrative Agent no later than 4:00 p.m. (New York
time) on the Business Day immediately preceding the date of the proposed
reduction in Capital Investment.

                  Section 2.04. CONVEYANCE OF RECEIVABLES.

                  (a) PURCHASE ASSIGNMENT. On or prior to the Closing Date, the
Seller shall complete, execute and deliver to the Administrative Agent for the
benefit of the Purchasers an assignment substantially in the form of EXHIBIT
2.04(A) (the "PURCHASE ASSIGNMENT") in order to evidence the Purchases.

                  (b) FUNDING OF COLLECTION ACCOUNT; INCREASES IN CAPITAL
INVESTMENT.

                      (i) FUNDING OF COLLECTION ACCOUNT BY PURCHASER. Following
         receipt of any Capital Purchase Request, and subject to satisfaction of
         the conditions set forth in SECTION 3.02, the Applicable Purchaser
         shall make available to or on behalf of the Seller on the Purchase Date
         specified therein the lesser of (A) the requested increase in Capital
         Investment specified in such Capital Purchase Request and (B) the
         Capital Investment Available, by depositing such amount in same day
         funds into the Collection Account.

                                       4

<PAGE>


                      (ii) PAYMENT OF PURCHASE PRICE. The Applicable Purchaser
         shall, or shall cause the Administrative Agent to, deposit into the
         Seller Account on each Business Day during the Revolving Period, in
         same day funds, all amounts on deposit in the Collection Account that
         are to be disbursed to or on behalf of the Seller pursuant to SECTION
         6.03(C) as payment for the Purchaser Interests.

                  (c) VESTING OF OWNERSHIP.

                      (i) Effective on and as of each Purchase Date (A) prior to
         the occurrence of the Committed Purchaser Funding Event, the Conduit
         Purchaser shall own the Purchaser Interests sold by the Seller
         hereunder on such Purchase Date, and (B) on and after the occurrence of
         the Committed Purchaser Funding Event, the Committed Purchaser shall
         own the Purchaser Interests sold by the Seller hereunder on such
         Purchase Date. The Seller shall not take any action inconsistent with
         such ownership and shall not claim any ownership interest in such
         Purchaser Interests.

                      (ii) The Seller shall indicate in its Records that
         interests in the Transferred Receivables have been sold hereunder and
         that ownership of such interests is vested in the Administrative Agent
         on behalf of the Purchasers. In addition, the Seller shall respond to
         any inquiries with respect to the ownership of any Transferred
         Receivable by stating that interests therein have been sold hereunder
         and that ownership of such interests is vested in the Purchasers. The
         Seller and the Servicer shall hold all Invoices and other documents and
         incidents (other than Contracts) relating to such Transferred
         Receivables in trust for the benefit of the Administrative Agent on
         behalf of the Conduit Purchaser and the Committed Purchaser, as the
         owner thereof, and for the sole purpose of facilitating the servicing
         of such Transferred Receivables. The Seller and the Servicer hereby
         acknowledge that their retention and possession of such Invoices and
         documents shall at all times be at the sole discretion of the
         Administrative Agent and in a custodial capacity for the Administrative
         Agent's benefit (on behalf of the Purchasers) only.

                  (d) REPURCHASES OF TRANSFERRED RECEIVABLES. If any Originator
is required to repurchase Transferred Receivables from the Seller pursuant to
SECTION 4.04 of the Sale Agreement, the Applicable Purchaser shall sell and
reconvey its Purchaser Interests in such Transferred Receivables to the Seller
either (i) through a transfer of such Purchaser Interests in exchange for
Purchaser Interests in other Transferred Receivables with an Outstanding Balance
equal to the Outstanding Balance of the Receivables being repurchased or (ii) if
and to the extent a Purchase Excess exists or would exist pursuant to such sale
and reconveyance, for cash in an amount equal to the Outstanding Balance of the
Receivables being repurchased.

                  Section 2.05. FACILITY TERMINATION DATE. Notwithstanding
anything to the contrary set forth herein, no Purchaser shall have any
obligation to purchase any additional Purchaser Interests from and after the
Facility Termination Date.

                                       5

<PAGE>

                  Section 2.06. DAILY YIELD.

                  (a) The Seller shall pay Daily Yield to the Administrative
Agent, for the account of the Purchasers, for each day on which any Capital
Investment is outstanding, in the manner and at the times specified in SECTIONS
6.03, 6.04 and 6.05.

                  (b) Notwithstanding the foregoing, the Seller shall pay
interest at the applicable Daily Yield Rate on unpaid Daily Yield and on any
other amount payable by the Seller hereunder (to the extent permitted by law)
that shall not be paid in full when due (whether at stated maturity, by
acceleration or otherwise) for the period commencing on the due date thereof to
(but excluding) the date the same is indefeasibly paid in full.

                  Section 2.07. FEES.

                  (a) On or prior to the Closing Date and on each Settlement
Date thereafter, the Seller shall pay to the Administrative Agent, for the
account of itself and the Purchasers, the fees set forth in the Fee Letter that
are payable on the Closing Date or such Settlement Date, as applicable.

                  (b) On each Settlement Date, the Seller shall pay to the
Servicer or to the Successor Servicer, as applicable, the Servicing Fee or the
Successor Servicing Fees and Expenses, respectively, in each case to the extent
of available funds therefor as provided in SECTION 6.04.

                  (c) The Seller shall pay to the Administrative Agent, for the
account of itself and the Purchasers, the Unused Commitment Fee, in accordance
with the provisions of SECTION 6.03, 6.04 and 6.05 hereof.

                  Section 2.08. TIME AND METHOD OF PAYMENTS.

                  (a) Subject to the provisions of SECTIONS 6.02, 6.03, 6.04 and
6.05, all payments in reduction of Capital Investment and all payments of yield,
fees and other amounts payable by the Seller hereunder shall be made in Dollars,
in immediately available funds, to the Administrative Agent (for its account or
the account of the applicable Purchasers, Affected Parties or Indemnified
Persons) not later than 11:00 a.m. (New York time) on the due date therefor. Any
such payment made on such date but after such time shall be deemed to have been
made on, and Daily Yield shall continue to accrue and be payable thereon until,
the next succeeding Business Day. If any such payment becomes due on a day other
than a Business Day, the maturity thereof will be extended to the next
succeeding Business Day and Daily Yield thereon shall be payable during such
extension.

                  (b) Any and all payments by the Seller hereunder shall be made
in accordance with this SECTION 2.08 without setoff or counterclaim and free and
clear of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, excluding franchise taxes and
taxes imposed on or measured by the net income of any Affected

                                       6

<PAGE>

Party by the jurisdictions under the laws of which such Affected Party is
organized or by any political subdivisions thereof (such non-excluded taxes,
levies, imposts, deductions, charges and withholdings being "INDEMNIFIED
TAXES"). If the Seller shall be required by law to deduct any Indemnified Taxes
from or in respect of any sum payable hereunder, (i) the sum payable shall be
increased as much as shall be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this SECTION 2.08) the Affected Party entitled to receive any such payment
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Seller shall make such deductions, and (iii) the
Seller shall pay the full amount deducted to the relevant taxing or other
authority in accordance with applicable law. Within 30 days after the date of
any payment of Indemnified Taxes, the Seller shall furnish to the Administrative
Agent the original or a certified copy of a receipt evidencing payment thereof.
The Seller shall indemnify any Affected Party from and against, and, within ten
days of demand therefor, pay any Affected Party for, the full amount of
Indemnified Taxes (together with any taxes imposed by any jurisdiction on
amounts payable under this SECTION 2.08) paid by such Affected Party and any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto.

                  Section 2.09. CAPITAL REQUIREMENTS; ADDITIONAL COSTS.

                  (a) If the Administrative Agent on behalf of any Affected
Party shall have determined that the adoption after the date hereof of any law,
treaty, governmental (or quasi-governmental) rule, regulation, guideline or
order regarding capital adequacy, reserve requirements or similar requirements
or compliance by such Affected Party with any request or directive regarding
capital adequacy, reserve requirements or similar requirements (whether or not
having the force of law) from any central bank or other Governmental Authority
increases or would have the effect of increasing the amount of capital, reserves
or other funds required to be maintained by such Affected Party against
commitments made by it under this Agreement, any other Related Document or any
Program Document and thereby reducing the rate of return on such Affected
Party's capital as a consequence of its commitments hereunder or thereunder,
then the Seller shall from time to time upon demand by the Administrative Agent
pay to the Administrative Agent on behalf of such Affected Party additional
amounts sufficient to compensate such Affected Party for the Seller's Share of
such reduction together with interest thereon from the date of any such demand
until payment in full at the applicable Daily Yield Rate. A certificate as to
the amount of that reduction and showing the basis of the computation thereof
submitted by the Administrative Agent to the Seller shall be final, binding and
conclusive on the parties hereto (absent manifest error) for all purposes. Such
Affected Party agrees that, as promptly as practicable after it becomes aware of
any circumstance referred to above that would result in any such increased
capital, reserve or similar requirements, it shall, to the extent not
inconsistent with its internal policies of general application, use reasonable
commercial efforts to minimize the increased capital, reserve or similar
requirements applicable it and the additional amounts payable to it by the
Seller pursuant to this SECTION 2.09(a).

                  (b) If, due to any Regulatory Change, there shall be any
increase in the cost to any Affected Party of agreeing to make or making,
funding or maintaining any commitment

                                       7

<PAGE>

hereunder, under any other Related Document or under any Program Document,
including with respect to any Purchases, Capital Investment, LOC Draws or
Liquidity Loans, or any reduction in any amount receivable by such Affected
Party hereunder or thereunder, including with respect to any Purchases, Capital
Investment, LOC Draws or Liquidity Loans (any such increase in cost or reduction
in amounts receivable are hereinafter referred to as "ADDITIONAL COSTS"), then
the Seller shall, from time to time upon demand by the Administrative Agent, pay
to the Administrative Agent on behalf of such Affected Party additional amounts
sufficient to compensate such Affected Party for the Seller's Share of such
Additional Costs together with interest thereon from the date demanded until
payment in full thereof at the applicable Daily Yield Rate. Such Affected Party
agrees that, as promptly as practicable after it becomes aware of any
circumstance referred to above that would result in any such Additional Costs,
it shall, to the extent not inconsistent with its internal policies of general
application, use reasonable commercial efforts to minimize costs and expenses
incurred by it and payable to it by the Seller pursuant to this SECTION 2.09(b).

                  (c) Determinations by any Affected Party for purposes of this
SECTION 2.09 of the effect of any Regulatory Change on its costs of making,
funding or maintaining any commitments hereunder, under any other Related
Document or under any Program Document or on amounts receivable by it hereunder
or thereunder or of the additional amounts required to compensate such Affected
Party in respect of any Additional Costs shall be set forth in a written notice
to the Seller in reasonable detail and shall be final, binding and conclusive on
the Seller (absent manifest error) for all purposes.

                  Section 2.10. BREAKAGE COSTS. The Seller shall pay to the
Administrative Agent for the account of the requesting Purchaser, upon request
of such Purchaser, such amount or amounts as shall compensate such Purchaser for
any loss, cost or expense incurred by such Purchaser (as determined by such
Purchaser in its sole discretion) as a result of any reduction by the Seller in
Capital Investment (and accompanying loss of Daily Yield thereon) other than on
the maturity date of the Commercial Paper (or other financing source) funding
such Capital Investment, which compensation shall include an amount equal to any
loss or expense incurred by such Purchaser during the period from the date of
such reduction to (but excluding) the maturity date of such Commercial Paper (or
other financing source) if the rate of interest obtainable by such Purchaser
upon the redeployment of funds in an amount equal to such reduction is less than
the interest rate applicable to such Commercial Paper (or other financing
source) (any such loss, cost or expense, "BREAKAGE COSTS"). The determination by
such Purchaser of the amount of any such loss or expense shall be set forth in a
written notice to the Seller in reasonable detail and shall be final, binding
and conclusive on the Seller (absent manifest error) for all purposes.

                  Section 2.11. PURCHASE EXCESS. On each Business Day during the
Revolving Period and after completion of the disbursements specified in SECTION
6.03, the Administrative Agent shall notify the Seller and the Servicer of any
Purchase Excess on such day, and the Seller shall deposit the amount of such
Purchase Excess in the Collection Account by 11:00 a.m. (New York time) on the
immediately succeeding Business Day.

                                       8

<PAGE>

                                  ARTICLE III.

                              CONDITIONS PRECEDENT

                  Section 3.01. CONDITIONS TO EFFECTIVENESS OF AGREEMENT.
Neither the Conduit Purchaser nor the Committed Purchaser shall be obligated to
purchase Purchaser Interests hereunder on the occasion of the initial Purchase,
nor shall any Purchaser or the Administrative Agent be obligated to take,
fulfill or perform any other action hereunder, until the following conditions
have been satisfied, in the sole discretion of, or waived in writing by each of,
the Purchasers and the Administrative Agent:

                  (a) PURCHASE AGREEMENT; INFORMATION, OTHER RELATED DOCUMENTS.
This Agreement shall have been duly executed by, and delivered to, the parties
hereto and the Purchasers and the Administrative Agent shall have received such
other information, documents, instruments and agreements as each Purchaser and
the Administrative Agent shall request in connection with the transactions
contemplated by this Agreement, including all documents, instruments, agreements
and legal opinions listed in the Schedule of Documents, each in form and
substance satisfactory to each Purchaser and the Administrative Agent.

                  (b) GOVERNMENTAL APPROVALS. The Purchasers and the
Administrative Agent shall have received (i) satisfactory evidence that the
Seller, the Parent, each Originator and the Servicer have obtained all required
consents and approvals of all Persons, including all requisite Governmental
Authorities, to the execution, delivery and performance of this Agreement and
the other Related Documents and the consummation of the transactions
contemplated hereby or thereby or (ii) an Officer's Certificate from each of the
Seller, the Parent, each Originator and the Servicer in form and substance
satisfactory to the Purchasers and the Administrative Agent affirming that no
such consents or approvals are required.

                  (c) COMPLIANCE WITH LAWS. The Seller, the Parent, each
Originator and the Servicer shall be in compliance in all material respects with
all applicable foreign, federal, state and local laws and regulations,
including, without limitation, those specifically referenced in SECTION 5.01(a).

                  (d) PAYMENT OF FEES AND TAXES. The Seller shall have paid all
fees required to be paid by it on the Closing Date, including all fees required
hereunder and under the Fee Letter, and shall have reimbursed each Purchaser for
all fees, costs and expenses of closing the transactions contemplated hereunder
and under the other Related Documents, including each Purchaser's legal, rating
agency and audit expenses, and other negotiation and document preparation costs.
The Seller shall have paid all taxes, including without limitation any stamp
duty which may be imposed as a result of the transactions contemplated by this
Agreement and the Related Documents.

                  (e) REPRESENTATIONS AND WARRANTIES. Each representation and
warranty by the Seller contained herein and in each other Related Document shall
be true and correct as of the

                                       9

<PAGE>

Closing Date, except to the extent that such representation or warranty
expressly relates solely to an earlier date.

                  (f) NO TERMINATION EVENT. No Incipient Termination Event or
Termination Event hereunder or any "Event of Default" under (and as defined in)
the Credit Agreement (as in effect on the Closing Date) or any "Event of
Default" under (and as defined in) the Indenture shall have occurred and be
continuing or would result after giving effect to any of the transactions
contemplated on the Closing Date.

                  (g) CONFIRMATION OF COMMERCIAL PAPER RATINGS. The
Administrative Agent shall have received written confirmation from each Rating
Agency that the then current rating of the Commercial Paper shall not be
withdrawn or downgraded after giving effect to this Agreement and the
transactions contemplated thereby.

                  (h) MATERIAL ADVERSE EFFECT. As of the Closing Date, there has
been (i) since September 30, 2001, no material adverse change (x) in the
business, financial or other condition or prospects of the of the Parent and its
Subsidiaries, taken as a whole, (y) in the Transferred Receivables, taken as a
whole, or (z) in the financial condition or prospects of the Seller, (ii) no
litigation commenced which could reasonably be expected to have a material
adverse impact on the Parent and its Subsidiaries, taken as a whole, or which
would challenge the transactions contemplated herein and in the Related
Documents, and (iii) since September 30, 2001, no material increase in the
liabilities (liquidated or contingent) of the Parent and its Subsidiaries, taken
as a whole, or material decrease (other than resulting from the sale of the
assets of the "construction equipment division" of Eagle-Picher Industries,
Inc.) in the assets of the Parent and the Subsidiary Originators, taken as a
whole.

                  (i) SALE AGREEMENT AND RELATED DOCUMENTS. (i) The Seller and
the Originators shall have entered into the Sale Agreement and each Related
Document in form, scope and substance acceptable to the Administrative Agent and
each Purchaser, (ii) the Sale Agreement and each Related Document shall be in
full force and effect and shall provide for "true sale" treatment of all sales
of Transferred Receivables thereunder under all applicable laws and for all
purposes, and (iii) the Administrative Agent shall have received all such other
information, documents, instruments and agreements as any Purchaser or the
Administrative Agent shall request in connection with the transactions
contemplated by the Sale Agreement, including all documents, instruments,
agreements and legal opinions listed in the Schedule of Documents, each in form
and substance satisfactory to each Purchaser and the Administrative Agent.

                  (j) ACTIONS WITH RESPECT TO SENIOR DEBT FACILITY. The
Administrative Agent shall be satisfied, in its sole discretion, that all
actions have been taken with respect to the Senior Debt Facility as may be
necessary to permit the Parent, each Originator and the Seller to (i) enter into
the transactions contemplated by this Agreement and the Related Documents, (ii)
sell Transferred Receivables and the Purchaser Interest, (iii) grant security
interests in the Transferred Receivables, Seller Collateral and related rights
to the Seller and the Administrative

                                       10

<PAGE>

Agent (for the benefit of the Purchasers), as applicable, and (iv) otherwise
effectuate the transactions contemplated by this Agreement and the Related
Documents, including, without limitation, all releases and arrangements
necessary or desirable to ensure that each Transferred Receivable, Seller
Collateral, other transferred property and related security are transferred to
the Seller and the Administrative Agent (for the benefit of the Purchasers), as
applicable, free and clear of all Adverse Claims.

                  (k) RESPONSES TO SOLICITATION. The Administrative Agent shall
have received written copies of (i) Responses to Solicitation under the
Indenture in the form attached hereto as EXHIBIT 3.01(n), executed by or on
behalf of the holders of Notes (issued pursuant to the Indenture) constituting a
majority of the aggregate principal amount of such Notes outstanding, (ii) a
Supplemental Indenture to the Indenture giving effect to the agreements referred
to in the Reponses to Solicitation under clause (i), and (iii) an opinion of a
law firm acting as counsel to the Parent, in form and substance acceptable to
the Administrative Agent, opining, among other things, as to the due
authorization, execution, delivery and enforceability of such Supplemental
Indenture.

                  Section 3.02. CONDITIONS PRECEDENT TO ALL PURCHASES. No
Purchaser shall be obligated to purchase Purchaser Interests hereunder on any
date if, as of such date:

                  (a) any representation or warranty of the Seller or the
Servicer contained herein or in any of the other Related Documents shall be
untrue or incorrect as of such date, either before or after giving effect to the
Purchase of Purchaser Interests on such date and to the application of the
proceeds therefrom, except to the extent that such representation or warranty
expressly relates to an earlier date and except for changes therein expressly
permitted by this Agreement;

                  (b) any event shall have occurred, or would result from the
Purchase of Purchaser Interests on such Purchase Date or from the application of
the proceeds therefrom, that constitutes, (i) a Termination Event or an Event of
Servicer Termination, or (ii) except in the case of Reinvestment Purchases, an
Incipient Servicer Termination Event or an Incipient Termination Event;

                  (c) the Seller shall not be in compliance with any of its
covenants or other agreements set forth herein or in any Related Document;

                  (d) the Facility Termination Date shall have occurred;

                  (e) either before or after giving effect to such Purchase and
to the application of the proceeds therefrom, a Purchase Excess would exist;

                  (f) the Purchaser Interests sold hereunder would, after giving
effect to such purchase, exceed 100%;

                                       11

<PAGE>

                  (g) the Seller shall have failed to timely deliver the
Investment Base Certificate as most recently required pursuant to SECTION
2.03(A) or (B) hereof;

                  (h) any Originator, the Seller or the Servicer shall fail to
have taken such other action, including delivery of information, approvals,
consents, opinions, documents and instruments to the Purchasers and the
Administrative Agent and, if applicable, either Rating Agency, (i) as any
Purchaser or the Administrative Agent may reasonably request, or (ii) as either
Rating Agency may request; or

                  (i) the Administrative Agent shall have determined that any
event or condition has occurred that has had, or could reasonably be expected to
have or result in, a Material Adverse Effect.

The delivery by the Seller of a Capital Purchase Request and the acceptance by
the Seller of the funds from such Capital Purchase or any Reinvestment Purchase
on any Purchase Date shall be deemed to constitute, as of any such Purchase
Date, a representation and warranty by the Seller that the conditions in this
SECTION 3.02 have been satisfied.

                                  ARTICLE IV.

                         REPRESENTATIONS AND WARRANTIES

                  Section 4.01. REPRESENTATIONS AND WARRANTIES OF THE SELLER. To
induce each Purchaser to purchase the Purchaser Interests and the Administrative
Agent to take any action hereunder, the Seller makes the following
representations and warranties to each Purchaser and the Administrative Agent as
of the Closing Date and, except to the extent provided otherwise below, as of
each Purchase Date, each and all of which shall survive the execution and
delivery of this Agreement.

                  (a) CORPORATE EXISTENCE; COMPLIANCE WITH LAW. The Seller (i)
is a corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation, the state of Delaware (which is
Seller's only state of incorporation); (ii) is 100% owned, directly or
indirectly by the Parent and the Securitization Trust, (iii) is duly qualified
to conduct business and is in good standing in each other jurisdiction where its
ownership or lease of property or the conduct of its business requires such
qualification; (iv) has the requisite corporate power and authority and the
legal right to own, pledge, mortgage or otherwise encumber and operate its
properties, to lease the property it operates under lease, and to conduct its
business, in each case, as now, heretofore and proposed to be conducted; (v) has
all licenses, permits, consents or approvals from or by, and has made all
filings with, and has given all notices to, all Governmental Authorities having
jurisdiction, to the extent required for such ownership, operation and conduct;
(vii) is in compliance with its charter and bylaws; and (viii) subject to
specific representations set forth herein regarding ERISA, tax and other laws,
is in compliance with all applicable provisions of law, except where the failure
to comply,

                                       12

<PAGE>

individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.

                  (b) EXECUTIVE OFFICES; COLLATERAL LOCATIONS; CORPORATE OR
OTHER NAMES; FEIN. As of the Closing Date, the current location of the Seller's
chief executive office, principal place of business, other offices, the
warehouses and premises within which any Seller Collateral is stored or located,
and the locations of its records concerning the Seller Collateral (including
originals of the Seller Assigned Agreements) are set forth in SCHEDULE 4.01(b)
and none of such locations has changed within the past 12 months (or such
shorter time as the Seller has been in existence). During the prior five years
(or such shorter time as the Seller has been in existence), except as set forth
in SCHEDULE 4.01(b), the Seller has not been known as or used any corporate,
fictitious or trade name. In addition, SCHEDULE 4.01(b) lists the organizational
identification number issued by Seller's state of organization or states that no
such number has been issued and lists the federal employer identification number
of the Seller.

                  (c) CORPORATE POWER, AUTHORIZATION, ENFORCEABLE OBLIGATIONS.
The execution, delivery and performance by the Seller of this Agreement and the
other Related Documents to which it is a party, the creation and perfection of
all Liens and ownership interests provided for herein and therein: (i) are
within the Seller's corporate power; (ii) have been duly authorized by all
necessary or proper corporate and shareholder action; (iii) do not contravene
any provision of the Seller's charter or bylaws; (iv) do not violate any law or
regulation, or any order or decree of any court or Governmental Authority; (v)
do not conflict with or result in the breach or termination of, constitute a
default under or accelerate or permit the acceleration of any performance
required by, any indenture, mortgage, deed of trust, lease, agreement or other
instrument to which the Seller, the Parent or any Originator is a party or by
which the Seller, the Parent or any Originator or any of the property of the
Seller or any Originator is bound; (vi) do not result in the creation or
imposition of any Adverse Claim upon any of the property of the Seller, the
Parent or any Originator; and (vii) do not require the consent or approval of
any Governmental Authority or any other Person, except those which have been
duly obtained, made or complied with prior to the Closing Date as provided in
SECTION 3.01(b). The exercise by each of the Seller, the Purchasers and the
Administrative Agent of any of its rights and remedies under any Related
Document to which it is a party, does not require the consent or approval of any
Governmental Authority or any other Person (other than consents or approvals
solely relating to or required to be obtained by a Purchaser or the
Administrative Agent), except those which will have been duly obtained, made or
complied with prior to the Closing Date as provided in SECTION 3.01(b). On or
prior to the Closing Date, each of the Related Documents to which the Seller is
a party shall have been duly executed and delivered by the Seller and on the
Closing Date each such Related Document shall then constitute a legal, valid and
binding obligation of the Seller enforceable against it in accordance with its
terms.

                  (d) NO LITIGATION. No Litigation is now pending or, to the
knowledge of the Seller, threatened against the Seller that (i) challenges the
Seller's right or power to enter into or perform any of its obligations under
the Related Documents to which it is a party, or the validity or enforceability
of any Related Document or any action taken thereunder, (ii) seeks to prevent

                                       13

<PAGE>

the transfer, sale, pledge or contribution of any Receivable or Seller
Collateral or the consummation of any of the transactions contemplated under
this Agreement or the other Related Documents, or (iii) has a reasonable risk of
being determined adversely to the Seller and that, if so determined, could have
a Material Adverse Effect. Except as set forth on SCHEDULE 4.01(d), as of the
Closing Date there is no Litigation pending or threatened that seeks damages or
injunctive relief against, or alleges criminal misconduct by, the Seller.

                  (e) SOLVENCY. Both before and after giving effect to (i) the
transactions contemplated by this Agreement and the other Related Documents and
(ii) the payment and accrual of all transaction costs in connection with the
foregoing, the Seller is and will be Solvent. No event of the type described in
Section 9.01(c) has been commenced or threatened against the Seller, the Parent
or any Originator.

                  (f) MATERIAL ADVERSE EFFECT. Since the date of the Seller's
organization, (i) the Seller has not incurred any obligations, contingent or
non-contingent liabilities, liabilities for charges, long-term leases or forward
or long-term commitments that, alone or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, (ii) no contract, lease or other
agreement or instrument has been entered into by the Seller or has become
binding upon the Seller's assets and no law or regulation applicable to the
Seller has been adopted that has had or could reasonably be expected to have a
Material Adverse Effect and (iii) the Seller is not in default and no third
party is in default under any material contract, lease or other agreement or
instrument to which the Seller is a party that alone or in the aggregate could
reasonably be expected to have a Material Adverse Effect. Since the date of the
Seller's organization, no event has occurred that alone or together with other
events could reasonably be expected to have a Material Adverse Effect.

                  (g) OWNERSHIP OF PROPERTY; LIENS. No Transferred Receivable is
subject to any Adverse Claim, none of the other properties and assets of the
Seller are subject to any Adverse Claims other than Permitted Seller
Encumbrances, and there are no facts, circumstances or conditions known to the
Seller that may result in (i) with respect to the Transferred Receivables, any
Adverse Claims (including Adverse Claims arising under Environmental Laws) and
(ii) with respect to its other properties and assets, any Adverse Claims
(including Adverse Claims arising under Environmental Laws) other than Permitted
Seller Encumbrances. The Seller has received all assignments, bills of sale and
other documents, and has duly effected all recordings, filings and other actions
necessary to establish, protect and perfect the Seller's right, title and
interest in and to the Transferred Receivables, the Seller Collateral and its
other properties and assets. The Seller has rights in and the power to transfer
the Transferred Receivables. The Seller has rights in and the power to transfer
each item of the Seller Collateral upon which it purports to grant a Lien
hereunder free and clear of any and all Liens other than Permitted Seller
Encumbrances. The Liens granted to the Purchaser pursuant to SECTION 8.01 will
at all times be fully perfected first priority Liens in and to the Seller
Collateral.

                  (h) VENTURES, SUBSIDIARIES AND AFFILIATES; OUTSTANDING STOCK
AND DEBT. Except as set forth in SCHEDULE 4.01(h), the Seller has no
Subsidiaries, is not engaged in any joint

                                       14

<PAGE>

venture or partnership with any other Person, and is not an Affiliate of any
other Person. All of the issued and outstanding Stock of the Seller is owned by
each of the Stockholders in the amounts set forth on SCHEDULE 4.01(h). There are
no outstanding rights to purchase, options, warrants or similar rights or
agreements pursuant to which the Seller may be required to issue, sell,
repurchase or redeem any of its Stock or other equity securities or any Stock or
other equity securities of its Subsidiaries. All outstanding Debt of the Seller
as of the Closing Date is described in SECTION 5.03(i).

                  (i) TAXES. All tax returns, reports and statements, including
information returns, required by any Governmental Authority to be filed by the
Seller have been filed with the appropriate Governmental Authority and all
charges have been paid prior to the date on which any fine, penalty, interest or
late charge may be added thereto for nonpayment thereof (or any such fine,
penalty, interest, late charge or loss has been paid), excluding charges or
other amounts being contested in accordance with SECTION 5.01(e). Proper and
accurate amounts have been withheld by the Seller from its employees for all
periods in full and complete compliance with all applicable federal, state,
local and foreign laws and such withholdings have been timely paid to the
respective Governmental Authorities. SCHEDULE 4.01(i) sets forth as of the
Closing Date (i) those taxable years for which the Seller's tax returns are
currently being audited by the IRS or any other applicable Governmental
Authority and (ii) any assessments or threatened assessments in connection with
any such audit or otherwise currently outstanding. Except as described on
SCHEDULE 4.01(i), as of the Closing Date, the Seller has not executed or filed
with the IRS or any other Governmental Authority any agreement or other document
extending, or having the effect of extending, the period for assessment or
collection of any charges. The Seller is not liable for any charges: (A) under
any agreement (including any tax sharing agreements) or (B) to the best of the
Seller's knowledge, as a transferee. As of the Closing Date, the Seller has not
agreed or been requested to make any adjustment under IRC Section 481(a), by
reason of a change in accounting method or otherwise, that would have a Material
Adverse Effect.

                  (j) FULL DISCLOSURE. As of the dates specified therein (or, if
no such dates are specified, as of the date furnished or delivered), (i) all
information contained in this Agreement, any Investment Base Certificate or any
of the other Related Documents, or any written statement furnished by or on
behalf of the Seller to any Purchaser or the Administrative Agent pursuant to
the terms of this Agreement or any of the other Related Documents is true and
accurate in every material respect and (ii) none of this Agreement, any
Investment Base Certificate or any of the other Related Documents, or any
written statement furnished by or on behalf of the Seller to either Purchaser or
the Administrative Agent pursuant to the terms of this Agreement or any of the
other Related Documents is misleading as a result of the failure to include
therein a material fact.

                  (k) ERISA. The Seller is in compliance with ERISA and has not
incurred and does not expect to incur any liabilities (except for premium
payments arising in the ordinary course of business) payable to the PBGC under
ERISA.

                                       15

<PAGE>

                  (l) BROKERS. No broker or finder acting on behalf of the
Seller was employed or utilized in connection with this Agreement or the other
Related Documents or the transactions contemplated hereby or thereby and the
Seller has no obligation to any Person in respect of any finder's or brokerage
fees in connection herewith or therewith.

                  (m) MARGIN REGULATIONS. The Seller is not engaged in the
business of extending credit for the purpose of "purchasing" or "carrying" any
"margin security," as such terms are defined in Regulation U of the Federal
Reserve Board as now and from time to time hereafter in effect (such securities
being referred to herein as "MARGIN STOCK"). The Seller owns no Margin Stock,
and no portion of the proceeds of the purchase price for Transferred Receivables
sold hereunder will be used, directly or indirectly, for the purpose of
purchasing or carrying any Margin Stock, for the purpose of reducing or retiring
any Debt that was originally incurred to purchase or carry any Margin Stock or
for any other purpose that might cause any portion of such proceeds to be
considered a "purpose credit" within the meaning of Regulations T, U or X of the
Federal Reserve Board. The Seller will not take or permit to be taken any action
that might cause any Related Document to violate any regulation of the Federal
Reserve Board applicable to the Seller.

                  (n) NONAPPLICABILITY OF BULK SALES LAWS. No transaction
contemplated by this Agreement or any of the Related Documents requires
compliance with any bulk sales act or similar law.

                  (o) SECURITIES ACT AND INVESTMENT COMPANY ACT EXEMPTIONS. Each
Purchase of Purchaser Interests under this Agreement will constitute (i) a
"current transaction" within the meaning of Section 3(a)(3) of the Securities
Act and (ii) a purchase or other acquisition of notes, drafts, acceptances, open
accounts receivable or other obligations representing part or all of the sales
price of merchandise, insurance or services within the meaning of Section
3(c)(5) of the Investment Company Act.

                  (p) GOVERNMENT REGULATION. The Seller is not an "investment
company" or an "affiliated person" of, or "promoter" or "principal underwriter"
for, an "investment company," as such terms are defined in the Investment
Company Act. The Purchase of Purchaser Interests by the Purchasers hereunder,
the application of the proceeds thereof and the consummation of the transactions
contemplated by this Agreement and the other Related Documents will not violate
any provision of any such statute or any rule, regulation or order issued by the
Securities and Exchange Commission.

                  (q) NONCONSOLIDATION. The Seller is operated in such a manner
that the separate corporate existence of the Seller, on the one hand, and any
member of the Parent Group, on the other hand, would not be disregarded in the
event of the bankruptcy or insolvency of any member of the Parent Group and,
without limiting the generality of the foregoing:

                      (i) the Seller is a limited purpose corporation whose
         activities are restricted in its certificate or articles of
         incorporation to those activities expressly

                                       16

<PAGE>
         permitted hereunder and under the other Related Documents and the
         Seller has not engaged, and does not presently engage, in any activity
         other than those activities expressly permitted hereunder and under the
         other Related Documents, nor has the Seller entered into any agreement
         other than this Agreement, the other Related Documents to which it is a
         party and, with the prior written consent of the Purchasers and the
         Administrative Agent, any other agreement necessary to carry out more
         effectively the provisions and purposes hereof or thereof;

                      (ii) the Seller's business is managed solely by its own
         officers and directors, each of whom when acting for the Seller shall
         be acting solely in his or her capacity as an officer or director of
         the Seller, and not as an officer, director, employee or agent of any
         member of the Parent Group;

                      (iii) other than the purchase and sale of Transferred
         Receivables, the making of capital contributions, the payment of
         dividends and the return of capital to its Stockholders, the payment of
         Servicing Fees to the Servicer under this Agreement and the
         transactions evidenced by the Ancillary Services and Lease Agreement,
         the Seller engages and has engaged in no intercorporate transactions
         with any member of the Parent Group;

                      (iv) the Seller maintains corporate records and books of
         account separate from that of each member of the Parent Group, holds
         regular corporate meetings and otherwise observes corporate formalities
         and has a business office segregated from that of each member of the
         Parent Group;

                      (v) the financial statements and books and records of the
         Seller, the Parent, Eagle-Picher Holdings, Inc. and the Originators
         reflect the separate corporate existence of the Seller;

                      (vi) (A) the Seller maintains its assets separately from
         the assets of each member of the Parent Group, including through the
         maintenance of separate bank accounts and, except for any Records to
         the extent necessary to assist the Servicer in connection with the
         servicing of the Transferred Receivables, through the maintenance of
         separate records and books of account, (B) the Seller's funds
         (including all money, checks and other cash proceeds) and assets, and
         records relating thereto, have not been and are not commingled with
         those of any member of the Parent Group and (C) the separate creditors
         of the Seller will be entitled to be satisfied out of the Seller's
         assets prior to any value in the Seller becoming available to the
         Seller's Stockholder(s);

                      (vii) except as otherwise expressly permitted hereunder,
         under the other Related Documents and under the Seller's organizational
         documents, no member of the Parent Group (A) pays the Seller's
         expenses, (B) guarantees the Seller's obligations, or (C) advances
         funds to the Seller for the payment of expenses or otherwise;

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<PAGE>

                      (viii) all business correspondence and other
         communications of the Seller are conducted in the Seller's own name, on
         its own stationery and through a separately-listed telephone number;

                      (ix) the Seller does not act as agent for any member of
         the Parent Group, but instead presents itself to the public as a
         corporation separate from each such member and independently engaged in
         the business of purchasing and financing Receivables;

                      (x) (A) subject to CLAUSE (B) below, the Seller maintains
         at least two independent directors each of whom (1) is not a
         Stockholder, director, officer, employee or associate, or any relative
         of the foregoing, of any member of the Parent Group (other than the
         Seller), all as provided in its certificate or articles of
         incorporation, (2) is affiliated with Global Securitization Services,
         LLC, Lord Securities Corporation or Amacar Group, L.L.C. or a similar
         nationally recognized organization acceptable to the Administrative
         Agent which is in the business of providing independent directors for
         special-purpose financing entities such as the Seller, and (3) is
         otherwise acceptable to the Purchasers and the Administrative Agent and
         (B) the Seller's articles of incorporation and by-laws provide that in
         the event of the death, incapacity, resignation or removal of an
         independent director, the board of directors of the Seller will
         promptly appoint a replacement independent director and will not vote
         on any matter requiring the vote of an independent director unless and
         until at least two independent directors have been duly appointed to
         serve on such board of directors; and

                      (xi) the bylaws or the certificate or articles of
         incorporation of the Seller require (A) the affirmative vote of each
         independent director before a voluntary petition under Section 301 of
         the Bankruptcy Code may be filed by the Seller, and (B) the Seller to
         maintain (1) correct and complete books and records of account and (2)
         minutes of the meetings and other proceedings of its Stockholders and
         board of directors.

                  (r) DEPOSIT AND DISBURSEMENT ACCOUNTS. SCHEDULE 4.01(r) lists
all banks and other financial institutions at which the Seller maintains deposit
or other bank accounts as of the Closing Date, including any Lockbox Accounts,
and such schedule correctly identifies the name, address and telephone number of
each depository, the name in which the account is held, a description of the
purpose of the account, and the complete account number therefor.

                  (s) TRANSFERRED RECEIVABLES.

                      (i) TRANSFERS. Each Transferred Receivable was purchased
         by the Seller on the relevant Transfer Date pursuant to the Sale
         Agreement.

                      (ii) ELIGIBILITY. Each Transferred Receivable designated
         as an Eligible Receivable in each Investment Base Certificate
         constitutes an Eligible Receivable as of the date specified in such
         Investment Base Certificate.

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<PAGE>

                      (iii) NO MATERIAL ADVERSE EFFECT. At the time of delivery
         of each Investment Base Certificate hereunder, the Seller has no
         knowledge of any fact (including any defaults by the Obligor thereunder
         on any other Receivable) that would cause it or should have caused it
         to expect that any payments on any Transferred Receivable designated as
         an Eligible Receivable in such Investment Base Certificate will not be
         paid in full when due or to expect any other Material Adverse Effect to
         occur at any time.

                      (iv) NONAVOIDABILITY OF TRANSFERS. The Seller shall (1)
         have purchased each Transferred Receivable from the applicable
         Originator for cash consideration (and/or an agreement to pay a
         deferred purchase price) and (2) have accepted assignment of any
         Eligible Receivables transferred pursuant to CLAUSE (b) of SECTION 4.04
         of the Sale Agreement, in each case in an amount that constitutes fair
         consideration and reasonably equivalent value therefor. Each Sale of a
         Transferred Receivable effected pursuant to the terms of the Sale
         Agreement shall not have been made for or on account of an antecedent
         debt owed by any Originator to the Seller and no such Sale is or may be
         avoidable or subject to avoidance under any bankruptcy laws, rules or
         regulations.

                  (t) REPRESENTATIONS, WARRANTIES AND COVENANTS IN OTHER RELATED
DOCUMENTS. Each of the representations and warranties of the Seller contained in
the Related Documents (other than this Agreement) is true and correct in all
respects and the Seller hereby makes each such representation and warranty to,
and for the benefit of, the Purchasers and the Administrative Agent as if the
same were set forth in full herein. The Seller and, to the best of the Seller's
knowledge (except as otherwise notified to the Administrative Agent by the
Seller in writing), the Parent, each of the Originators and each Domestic
Subsidiary of each of the Parent and the Originators, is in compliance with all
covenants and agreements contained in the Related Documents.

                  (u) SERVICING SOFTWARE. The Seller has all necessary licenses
and rights to use the Servicing Software.

                  (v) TERMINATION EVENT. No Incipient Termination Event or
Termination Event has occurred and is continuing.

                  Section 4.02. REPRESENTATIONS AND WARRANTIES OF THE SERVICER.
To induce the Purchasers to purchase the Purchaser Interests and the
Administrative Agent to take any action required to be performed by it
hereunder, in addition to the representations and warranties contained in
SECTION 7.06, the Servicer represents and warrants to the Purchasers and the
Administrative Agent, which representation and warranty shall survive the
execution and delivery of this Agreement, that each of the representations and
warranties of the Servicer (whether made by the Servicer in its capacity as an
Originator or as Servicer) contained in any Related Document is true and correct
and, if made by the Servicer in its capacity as an Originator, applies with
equal force to the Servicer in its capacity as Servicer, and the Servicer

                                       19

<PAGE>

hereby makes each such representation and warranty to, and for the benefit of,
the Purchasers and the Administrative Agent as if the same were set forth in
full herein.


                                   ARTICLE V.

                         GENERAL COVENANTS OF THE SELLER

                  Section 5.01. AFFIRMATIVE COVENANTS OF THE SELLER. The Seller
covenants and agrees that from and after the Closing Date and until the
Termination Date:

                  (a) COMPLIANCE WITH AGREEMENTS AND APPLICABLE LAWS. The Seller
shall perform each of its obligations under this Agreement and the other Related
Documents and comply with all federal, state and local laws and regulations
applicable to it and the Transferred Receivables, including those relating to
truth in lending, retail installment sales, fair credit billing, fair credit
reporting, equal credit opportunity, fair debt collection practices, privacy,
licensing, securities laws, margin regulations, taxation, ERISA and labor
matters and Environmental Laws and Environmental Permits, except to the extent
that the failure to so comply, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect. The Seller shall
continue to pay all fees required to be paid by it under the Fee Letter, all
governmental fees and all taxes, including without limitation any stamp duty
which may be imposed as a result of the transactions contemplated by this
Agreement and the Related Documents. The Seller shall comply in all respects
with the Credit and Collection Policies with respect to each Transferred
Receivable and with the Contract therefor.

                  (b) MAINTENANCE OF EXISTENCE AND CONDUCT OF BUSINESS. The
Seller shall: (i) do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence and its rights and
franchises; (ii) continue to conduct its business substantially as now conducted
or as otherwise permitted hereunder and in accordance with (1) the terms of its
certificate of incorporation and bylaws, (2) SECTIONS 4.01(a), (q) and (t) and
(3) the assumptions set forth in the legal opinion of Squire, Sanders & Dempsey
L.L.P. or other counsel to the Seller from time to time delivered pursuant to
Section 3.02(d) of the Sale Agreement with respect to issues of substantive
consolidation and true sale and absolute transfer; (iii) at all times maintain,
preserve and protect all of its assets and properties used or useful in the
conduct of its business, including all licenses, permits, charters and
registrations, and keep the same in good repair, working order and condition in
all material respects (taking into consideration ordinary wear and tear) and
from time to time make, or cause to be made, all necessary or appropriate
repairs, replacements and improvements thereto consistent with industry
practices; and (iv) transact business only in such corporate and trade names as
are set forth in SCHEDULE 5.01(b). The Seller shall keep adequate books and
records with respect to its business activities in which proper entries,
reflecting all financial transactions, are made in accordance with GAAP and on a
basis consistent with the financial statements delivered pursuant to SECTION
5.02(a).

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<PAGE>

                  (c) DEPOSIT OF COLLECTIONS. The Seller shall instruct all
Obligors to remit all payments with respect to any Transferred Receivable
directly into a Lockbox Account and shall deposit or cause to be deposited
promptly into a Lockbox Account, and in any event no later than the first
Business Day after receipt thereof, all Collections the Seller may receive with
respect to any Transferred Receivable.

                  (d) USE OF PROCEEDS. The Seller shall utilize the proceeds of
the Purchases made hereunder solely for (i) the purchase of Receivables from the
Originators pursuant to the Sale Agreement, (ii) the payment of dividends to its
Stockholders, (iii) the payment of administrative fees or Servicing Fees or
expenses to the Servicer or routine administrative or operating expenses, in
each case only as expressly permitted by and in accordance with the terms of
this Agreement and the other Related Documents and (iv) the payment of costs,
fees, expenses, indemnities and reimbursements due and owing by the Seller to
the extent expressly provided in this Agreement and in the Related Documents.

                  (e) PAYMENT, PERFORMANCE AND DISCHARGE OF OBLIGATIONS.

                      (i) Subject to SECTION 5.01(e)(ii), the Seller shall pay,
         perform and discharge or cause to be paid, performed and discharged
         promptly all charges payable by it, including (A) charges imposed upon
         it, its income and profits, or any of its property (real, personal or
         mixed) and all charges with respect to taxes, social security and
         unemployment withholding with respect to its employees, and (B) lawful
         claims for labor, materials, supplies and services or otherwise before
         any such amounts shall become past due.

                      (ii) The Seller may in good faith contest, by appropriate
         proceedings, the validity or amount of any charges or claims described
         in SECTION 5.01(e)(i); PROVIDED, that (A) adequate reserves with
         respect to such contest are maintained on the books of the Seller, in
         accordance with GAAP, (B) such contest is maintained and prosecuted
         continuously and with diligence, (C) none of the Seller Collateral
         becomes subject to forfeiture or loss as a result of such contest, (D)
         no Lien shall be imposed to secure payment of such charges or claims
         other than inchoate tax liens and (E) none of the Purchasers or the
         Administrative Agent has advised the Seller in writing that such
         Affected Party reasonably believes that failure to pay or to discharge
         such claims or charges could have or result in a Material Adverse
         Effect.

                  (f) ERISA AND ENVIRONMENTAL NOTICES. The Seller shall give the
Administrative Agent prompt written notice of (i) any event that could result in
the imposition of a Lien under Section 412 of the IRC or Section 302 or 4068 of
ERISA and (ii) any environmental claims against the Parent, any Originator, any
other Domestic Subsidiary of the Parent or the Seller which, individually could
reasonably be expected to exceed $500,000 or in the aggregate could reasonably
be expected to exceed $1,000,000.

                                       21

<PAGE>

                  (g) BOOKS AND RECORDS. The Seller shall cause its books and
Records to be marked as to clearly distinguish Excluded Receivables from
Transferred Receivables.

                  Section 5.02. REPORTING REQUIREMENTS OF THE SELLER.

                  (a) The Seller hereby agrees that, from and after the Closing
Date and until the Termination Date, it shall deliver or cause to be delivered
to the Purchasers, the Administrative Agent and, in the case of PARAGRAPH (f)
therein only, to the Rating Agencies, the financial statements, notices and
other information at the times, to the Persons and in the manner set forth in
ANNEX 5.02(a).

                  (b) The Seller hereby agrees that, from and after the Closing
Date and until the Termination Date, it shall deliver or cause to be delivered
to the Purchasers, the Administrative Agent and the Collateral Agent, Investment
Base Certificates in accordance with the provisions of Section 2.03(a).

                  (c) The Seller hereby agrees that, from and after the Closing
Date and until the Termination Date, it shall deliver or cause to be delivered
to the Purchaser, the Administrative Agent and the Collateral Agent such other
reports, statements and reconciliations with respect to the Investment Base or
Seller Collateral as the Purchaser, the Administrative Agent or the Collateral
Agent shall from time to time request in its reasonable discretion.

                  (d) The Seller hereby agrees that, from and after the Closing
Date until the Termination Date, it shall prepare and deliver all reports,
statements and records required to be delivered by it hereunder or under any
other Related Document so as to clearly distinguish (i) Excluded Receivables
from Transferred Receivables and (ii) Transferred Receivables that are
subsequently reconveyed to the appropriate Originator pursuant to Section 4.04
of the Sale Agreement from Transferred Receivables that are not so reconveyed.

                  Section 5.03. NEGATIVE COVENANTS OF THE SELLER. The Seller
covenants and agrees that, without the prior written consent of the Purchasers
and the Administrative Agent, from and after the Closing Date until the
Termination Date:

                  (a) SALE OF STOCK AND ASSETS. The Seller shall not sell,
transfer, convey, assign or otherwise dispose of, or assign any right to receive
income in respect of, any of its properties or other assets, including its
capital Stock (whether in a public or a private offering or otherwise), any
Transferred Receivable, Seller Collateral or Invoice with respect thereto or any
of its rights with respect to any Lockbox or any Lockbox Account, the Collection
Account, the Concentration Account, the Retention Account or any other deposit
account in which any Collections of any Transferred Receivable are deposited
except as otherwise expressly permitted by this Agreement or any of the other
Related Documents.

                  (b) LIENS. The Seller shall not create, incur, assume or
permit to exist (i) any Adverse Claim on or with respect to its Transferred
Receivables or (ii) any Adverse Claim on or with respect to its other properties
or assets (whether now owned or hereafter acquired) except

                                       22

<PAGE>

for the Liens set forth in SCHEDULE 5.03(b) and other Permitted Seller
Encumbrances. In addition, the Seller shall not become a party to any agreement,
note, indenture or instrument or take any other action that would prohibit the
creation of a Lien on any of its properties or other assets in favor of the
Purchasers as additional collateral for the Seller Secured Obligations, except
as otherwise expressly permitted by this Agreement or any of the other Related
Documents.

                  (c) MODIFICATIONS OF RECEIVABLES, CONTRACTS OR CREDIT AND
COLLECTION POLICIES. The Seller shall not, without the prior written consent of
the Administrative Agent and, with respect to CLAUSE (ii) only, upon provision
of written notice to the Rating Agencies, (i) extend, amend, rescind, forgive,
discharge, compromise, waive, cancel or otherwise modify the terms of any
Transferred Receivable or amend, modify or waive any term or condition of any
Invoice or other Contract related thereto, PROVIDED, that as long as no
Incipient Termination Event or Termination Event has occurred and is continuing,
the Seller may authorize the Servicer to (A) extend the maturity or adjust the
Outstanding Balance of any Transferred Receivables or amend, modify or waive the
terms of any Invoice related thereto, in each case to the extent expressly
permitted by the terms of the Credit and Collection Policies, as the Servicer
deems appropriate to maximize the Collections thereof and (B) amend any Contract
(other than an Invoice) related to a Transferred Receivable, PROVIDED FURTHER,
in each case, that such action would not (1) cause any Transferred Receivable
which prior to such amendment did not constitute an Eligible Receivable to be an
Eligible Receivable, (2) cause any Transferred Receivable which prior to such
amendment constituted an Eligible Receivable to cease to be an Eligible
Receivable, (3) cause an Incipient Termination Event or a Termination Event to
occur or (4) have a material adverse effect on the value or collectibility of,
the interests of the Purchasers in, or the security for, any Transferred
Receivable, or (ii) amend, modify or waive any term or provision of the Credit
and Collection Policies.

                  (d) CHANGES IN INSTRUCTIONS TO OBLIGORS. The Seller shall not
make any change in its instructions to Obligors regarding the deposit of
Collections with respect to the Transferred Receivables without the prior
written consent of the Administrative Agent.

                  (e) CAPITAL STRUCTURE AND BUSINESS. The Seller shall not (i)
make any changes in any of its business objectives, purposes or operations that
could have or result in a Material Adverse Effect, (ii) make any change in its
capital structure as described on SCHEDULE 4.01(h), including the issuance of
any shares of Stock, warrants or other securities convertible into Stock or any
revision of the terms of its outstanding Stock, (iii) reincorporate or
reorganize itself under the laws of any jurisdiction other than the jurisdiction
in which it is incorporated or organized as of the date hereof without the prior
written consent of the Administrative Agent, or (iv) amend its certificate or
articles of incorporation or bylaws. The Seller shall not engage in any business
other than as provided in its organizational documents and the Related
Documents.

                  (f) MERGERS, SUBSIDIARIES, ETC. The Seller shall not directly
or indirectly, by operation of law or otherwise, (i) form or acquire any
Subsidiary, or (ii) merge with, consolidate with, convey, transfer, lease or
otherwise dispose of, all (or substantially all) of its assets (whether now
owned or hereafter acquired) to, or acquire all (or substantially all) of the
assets or

                                       23

<PAGE>

capital Stock or other ownership interests of, or otherwise combine with or
acquire, any Person (whether in one transaction or in a series of transaction)
other than dispositions of accounts receivable and related assets as
contemplated by this Agreement.

                  (g) SALE CHARACTERIZATION; SALE AGREEMENT. The Seller shall
not make statements or disclosures, prepare any financial statements or in any
other respect account for or treat the transactions contemplated by the Sale
Agreement (including for accounting, tax and reporting purposes) in any manner
other than as a true sale and absolute assignment of the title to and sole
record and beneficial ownership interest of the Transferred Receivables by the
Originators to the Seller.

                  (h) RESTRICTED PAYMENTS. The Seller shall not enter into any
lending transaction with any other Person. The Seller shall not at any time (i)
advance credit to any Person or (ii) declare any dividends, repurchase any
Stock, return any capital, or make any other payment or distribution of cash or
other property or assets in respect of the Seller's Stock if, after giving
effect to any such advance or distribution, a Purchase Excess, Incipient
Termination Event or Termination Event would exist or otherwise result
therefrom.

                  (i) DEBT. The Seller shall not create, incur, assume or permit
to exist any Debt, except (i) Debt of the Seller to any Affected Party,
Originator, Indemnified Person, the Servicer or any other Person in each case
expressly permitted by this Agreement or any other Related Document, (ii)
accrued or deferred taxes, and (iii) indorser liability in connection with the
indorsement of negotiable instruments for deposit or collection in the ordinary
course of business.

                  (j) PROHIBITED TRANSACTIONS. The Seller shall not enter into,
or be a party to, any transaction with any Person except as expressly permitted
hereunder or under any other Related Document.

                  (k) INVESTMENTS. Except as otherwise expressly permitted
hereunder or under the other Related Documents, the Seller shall not make any
investment in, or make or accrue loans or advances of money to, any Person,
including any Stockholder, director, officer or employee of the Seller, the
Parent or any of the Parent's other Subsidiaries or Affiliates, through the
direct or indirect lending of money, holding of securities or otherwise, except
with respect to Transferred Receivables and Permitted Investments.

                  (l) COMMINGLING. The Seller shall not deposit or permit the
deposit of any funds that (i) do not constitute Collections of Transferred
Receivables or (ii) constitute Collections of Excluded Receivables, into any
Lockbox or Lockbox Account or the Concentration Account. If such funds are
nonetheless deposited into a Lockbox or Lockbox Account or the Concentration
Account, the Seller shall promptly notify the Administrative Agent, and the
Administrative Agent shall promptly remit any such amounts to the applicable
Originator.

                                       24

<PAGE>

                  (m) ERISA. The Seller shall not, and shall not cause or permit
any of its ERISA Affiliates to, cause or permit to occur an event that could
result in the imposition of a Lien under Section 412 of the IRC or Section 302
or 4068 of ERISA.

                  (n) RELATED DOCUMENTS. The Seller shall not amend, modify or
waive any term or provision of any Related Document without the prior written
consent of the Administrative Agent.

                  (o) BOARD POLICIES. The Seller shall not modify the terms of
any policy or resolutions of its board of directors if such modification could
have or result in a Material Adverse Effect.

                  (p) PURCHASE OF RECEIVABLES. The Seller shall not, directly or
indirectly, purchase any accounts receivables from any Person (other than the
Originators pursuant to the terms of the Sale Agreement) without the express
written consent of the Administrative Agent.

                                  ARTICLE VI.

                          COLLECTIONS AND DISBURSEMENTS

                  Section 6.01. ESTABLISHMENT OF ACCOUNTS.

                  (a) THE LOCKBOX ACCOUNTS.

                      (i) The Seller has established with each Lockbox Account
         Bank one or more Lockbox Accounts. The Seller has established the
         Concentration Account with the Concentration Account Bank. The Seller
         agrees that the Administrative Agent shall have exclusive dominion and
         control of each Lockbox Account and the Concentration Account and all
         monies, instruments and other property from time to time on deposit
         therein. The Seller shall not make or cause to be made, or have any
         ability to make or cause to be made, any withdrawals from any Lockbox
         Account except as provided in SECTION 6.01(b)(ii).

                      (ii) The Seller and the Servicer have instructed all
         existing Obligors of Transferred Receivables, and shall instruct all
         future Obligors of such Transferred Receivables, to make payments in
         respect thereof only (A) by check or money order mailed to one or more
         lockboxes or post office boxes under the control of the Administrative
         Agent (each a "LOCKBOX" and collectively the "LOCKBOXES") or (B) by
         wire or interbank transfer or moneygram directly to a Lockbox Account.
         SCHEDULE 4.01(r) lists all Lockboxes and all Lockbox Account Banks at
         which the Seller maintains Lockbox Accounts as of the Closing Date, and
         such schedule correctly identifies (1) with respect to each such
         Lockbox Account Bank, the name, address and telephone number thereof,
         (2) with respect to each Lockbox Account, the name in which such
         account is held and the complete account number therefor, and (3) with
         respect to each Lockbox, the lockbox number and address thereof. The
         Seller and the Servicer shall endorse, to the

                                       25

<PAGE>

         extent necessary, all checks or other instruments received in any
         Lockbox so that the same can be deposited in the Lockbox Account, in
         the form so received (with all necessary endorsements), on the first
         Business Day after the date of receipt thereof. In addition, each of
         the Seller and the Servicer shall deposit or cause to be deposited into
         a Lockbox Account or the Concentration Account all cash, checks, money
         orders or other proceeds of Transferred Receivables or Seller
         Collateral received by it other than in a Lockbox or a Lockbox Account,
         in the form so received (with all necessary endorsements), not later
         than the close of business on the second Business Day following the
         date of receipt thereof, and until so deposited all such items or other
         proceeds shall be held in trust, as trustee, for the benefit of the
         Collateral Agent. Neither the Seller nor the Servicer shall make any
         deposits into a Lockbox or any Lockbox Account except in accordance
         with the terms of this Agreement or any other Related Document.

                      (iii) If, for any reason, a Lockbox Account Agreement
         terminates or any Lockbox Account Bank fails to comply with its
         obligations under the Lockbox Account Agreement to which it is a party,
         then the Seller shall promptly notify all Obligors of Transferred
         Receivables who had previously been instructed to make any payments to
         a Lockbox Account maintained at any such Lockbox Account Bank to make
         all future payments to a new Lockbox Account in accordance with this
         SECTION 6.01(a)(iii). The Seller shall not close any such Lockbox
         Account unless it shall have (A) received the prior written consent of
         the Administrative Agent, (B) established a new account with the same
         Lockbox Account Bank or with a new depositary institution satisfactory
         to the Administrative Agent, (C) entered into an agreement covering
         such new account with such Lockbox Account Bank or with such new
         depositary institution substantially in the form of such Lockbox
         Account Agreement or that is satisfactory in all respects to the
         Administrative Agent (whereupon, for all purposes of this Agreement and
         the other Related Documents, such new account shall become a Lockbox
         Account, such new agreement shall become a Lockbox Account Agreement
         and any new depositary institution shall become a Lockbox Account
         Bank), and (D) taken all such action as the Administrative Agent shall
         require to grant and perfect a first priority Lien in such new Lockbox
         Account to the Purchaser under SECTION 8.01 of this Agreement.
         Notwithstanding the foregoing, if the Lockbox Account Agreement for any
         Specified Obligor Lockbox is terminated on or after the Exclusion Date
         in accordance with the written consent of the Administrative Agent, no
         new Lockbox Account Agreement nor new Lockbox Account for such
         Specified Obligor Lockbox need be established. Except as permitted by
         this SECTION 6.01(a), neither the Seller nor the Servicer shall open
         any new Lockbox or Lockbox Account without the prior written consent of
         the Administrative Agent.

                       (iv) SCHEDULE 4.01(r) correctly identifies the
         Concentration Account, the name, address and telephone number of the
         Concentration Account Bank, and the name in which the Concentration
         Account is held and the complete account number therefor. If, for any
         reason, the Lockbox Account Agreement applicable to the Concentration
         Account terminates or the Concentration Account Bank fails to comply

                                       26

<PAGE>

         with its obligations under such Lockbox Account Agreement, then the
         Administrative Agent may direct the Lockbox Account Banks to forward
         all Collections received in the Lockbox Accounts to the Collection
         Account. The Seller shall not close the Concentration Account unless it
         shall have (A) received the prior written consent of the Administrative
         Agent, (B) established a new account with the same Concentration
         Account Bank or with a new depositary institution satisfactory to the
         Administrative Agent, (C) entered into an agreement covering such new
         account with such Concentration Account Bank or with such new
         depositary institution substantially in the form of a Lockbox Account
         Agreement or that is satisfactory in all respects to the Administrative
         Agent (whereupon, for all purposes of this Agreement and the other
         Related Documents, such new account shall become a Concentration
         Account, such new agreement shall become a Lockbox Account Agreement
         and any new depositary institution shall become a Concentration Account
         Bank), and (D) taken all such action as the Administrative Agent shall
         require to grant and perfect a first priority Lien in such new
         Concentration Account to the Purchaser under SECTION 8.01 of this
         Agreement. Except as permitted by this SECTION 6.01(a), neither the
         Seller nor the Servicer shall open any Concentration Account without
         the prior written consent of the Administrative Agent.

                      (v) Pursuant to SECTION 6.02, the Seller shall instruct
         each Lockbox Account Bank to transfer, and the Seller hereby grants the
         Administrative Agent the authority to instruct each such Lockbox
         Account Bank to transfer, on each Business Day in same day funds, all
         available funds in each Lockbox Account to the Concentration Account.

                  (b) COLLECTION ACCOUNT.

                      (i) The Purchasers have established and shall maintain the
         Collection Account with the Depositary. The Collection Account shall be
         registered in the name of the Administrative Agent and the
         Administrative Agent shall, subject to the terms of this Agreement,
         have exclusive dominion and control thereof and of all monies,
         instruments and other property from time to time on deposit therein.

                      (ii) Pursuant to SECTION 6.02, the Seller shall instruct
         the Concentration Account Bank to transfer, and the Seller hereby
         grants the Administrative Agent the authority to instruct each such
         Concentration Account Bank to transfer, no later than 11:00 a.m.
         (New York time) on each Business Day in same day funds, all available
         funds in the Concentration Account to the Collection Account. The
         Purchasers and the Administrative Agent may deposit into the
         Collection Account from time to time all monies, instruments and other
         property received by any of them as proceeds of the Transferred
         Receivables. On each Business Day prior to the Facility Termination
         Date the Administrative Agent shall instruct and cause the Depositary
         (which instruction may be in writing or by telephone confirmed
         promptly thereafter in writing) to release funds on deposit in the
         Collection Account in the order of priority set forth in SECTION 6.03.
         On

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<PAGE>

         each Business Day from and after the Facility Termination Date the
         Administrative Agent shall apply all amounts when received in the
         Collection Account in the order of priority set forth in SECTION 6.05.

                     (iii) If, for any reason, the Depositary wishes to resign
         as depositary of the Collection Account or fails to carry out the
         instructions of the Administrative Agent, then the Administrative Agent
         shall promptly notify the Purchasers. Neither the Purchasers nor the
         Administrative Agent shall close the Collection Account unless (A) a
         new deposit account has been established with the Depositary or a new
         depository institution, (B) the Purchasers and the Administrative Agent
         have entered into an agreement covering such new account with such
         depositary institution satisfactory in all respects to the
         Administrative Agent (whereupon such new account shall become the
         Collection Account for all purposes of this Agreement and the other
         Related Documents), and (C) the Purchasers and the Administrative Agent
         have taken all such action as the Administrative Agent shall require to
         grant and perfect a first priority Lien in such new Collection Account
         to the Administrative Agent on behalf of the Purchasers and to the
         Collateral Agent on behalf of the Conduit Purchaser under the
         Collateral Agent Agreement.

                  (c) RETENTION ACCOUNT. (i) The Administrative Agent has
established and shall maintain the Retention Account with the Depositary. The
Retention Account shall be registered in the name of the Administrative Agent
and the Administrative Agent shall, subject to the terms of this Agreement, have
exclusive dominion and control thereof and of all monies, instruments and other
property from time to time on deposit therein.

                     (ii) If, for any reason, the Depositary wishes to resign as
         depositary of the Retention Account or fails to carry out the
         instructions of the Administrative Agent, then the Administrative Agent
         shall promptly notify the Purchasers. Neither the Purchasers nor the
         Administrative Agent shall close the Retention Account unless (A) a new
         deposit account has been established with the Depositary or a new
         depository institution, (B) the Purchasers and the Administrative Agent
         have entered into an agreement covering such new account with such
         depositary institution satisfactory in all respects to the
         Administrative Agent (whereupon such new account shall become the
         Retention Account for all purposes of this Agreement and the other
         Related Documents), and (C) the Purchasers and the Administrative Agent
         have taken all such action as the Administrative Agent shall require to
         grant and perfect a first priority Lien in such new Retention Account
         to the Administrative Agent on behalf of the Purchasers and to the
         Collateral Agent on behalf of the Conduit Purchaser under the
         Collateral Agent Agreement.

                  Section 6.02. FUNDING OF COLLECTION ACCOUNT.

                  (a) As soon as practicable, and in any event no later than
11:00 a.m. (New York time) on each Business Day:

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<PAGE>

                      (i) the Administrative Agent shall transfer or cause to be
         transferred, to the extent then available, all Collections deposited in
         any Lockbox Account prior to such Business Day to the Concentration
         Account and all amounts subsequently on deposit in the Concentration
         Account to the Collection Account;

                      (ii) the Applicable Purchaser or the Administrative Agent
         shall deposit in the Collection Account the amount, if any, required
         pursuant to SECTION 2.04(B)(I);

                      (iii) if, on the immediately preceding Business Day, the
         Administrative Agent shall have notified the Seller of any Purchase
         Excess, then the Seller shall deposit cash in the amount of such
         Purchase Excess in the Collection Account;

                      (iv) if on such Business Day the Seller is required to
         make other payments under this Agreement not previously retained out of
         Collections (including Additional Amounts and Indemnified Amounts as to
         which any Indemnified Person has made a demand on the Seller and which
         remain unpaid for five (5) or more Business Days), then the Seller
         shall deposit an amount equal to such payments in the Collection
         Account;

                      (v) if, on the immediately preceding Business Day, any
         Originator has repurchased a Transferred Receivable pursuant to SECTION
         4.04 of the Sale Agreement or made a payment as a result of any
         Dilution Factors pursuant to SECTION 4.02(O) of the Sale Agreement,
         then the Seller shall deposit in the Collection Account cash in the
         amount so received from such Originator for such contribution or for
         such repurchase or payment;

                      (vi) the Servicer shall deposit in the Collection Account
         the Outstanding Balance of any Transferred Receivable the Servicer
         elects to pay pursuant to SECTION 7.04; AND

                      (vii) the Seller shall deposit in the Collection Account
         the Outstanding Balance of any Transferred Receivable the Seller elects
         to pay pursuant to SECTION 8.06(D).

                  (b) If, on or before the second Business Day immediately
preceding any Settlement Date, the Administrative Agent shall have notified the
Seller of any Retention Account Deficiency pursuant to SECTION 6.04(B), then the
Seller shall deposit cash in the amount of such deficiency in the Collection
Account no later than 11:00 a.m. (New York time) on such Settlement Date.

                  (c) From and after the Facility Termination Date, the
Administrative Agent shall transfer all amounts on deposit in the Retention
Account as of that date to the Collection Account.

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<PAGE>

                  Section 6.03. DAILY DISBURSEMENTS FROM THE COLLECTION ACCOUNT;
REVOLVING PERIOD. On each Business Day no later than 1:00 p.m. (New York time)
during the Revolving Period, and following the transfers made pursuant to
SECTION 6.02, the Administrative Agent shall disburse an amount equal to the
product of (1) the Purchaser Interest and (2) the amount of all Collections then
on deposit in the Collection Account and its related subaccounts in the
following priority:

                  (a) (x) prior to the occurrence of a Committed Purchaser
Funding Event, to the Retention Account or (y) after the occurrence of a
Committed Purchaser Funding Event, to the Administrative Agent:

                      (i) an amount equal to any Retention Account Deficiency,
         FIRST from amounts deposited pursuant to SECTION 6.02(B) and SECOND
         from Collections then on deposit in the Collection Account; and

                      (ii) an amount equal to the sum of:

                           (A)      Daily Yield;

                           (B)      the Yield Shortfall as of the close of
                                    business on the immediately preceding
                                    Business Day;

                           (C)      the Investor Portion of the Servicing Fee
                                    (calculated assuming that the Servicing Fee
                                    Rate is the applicable rate); PROVIDED,
                                    HOWEVER, that if the Parent, or any
                                    Affiliate of the Parent, is the Servicer,
                                    then such amount will not be deposited in
                                    the Retention Account on such day but the
                                    Seller shall pay the Servicing Fee in
                                    accordance with the provisions of SECTION
                                    7.05(B);

                           (D)      the Investor Portion of the Servicing Fee
                                    Shortfall as of the close of business on the
                                    immediately preceding Business Day;
                                    PROVIDED, HOWEVER, that if the Parent, or
                                    any Affiliate of the Parent, is the
                                    Servicer, then such amount will not be
                                    deposited in the Retention Account on such
                                    day but the Seller shall pay the Servicing
                                    Fee in accordance with the provisions of
                                    SECTION 7.05(B);

                           (E)      the Unused Commitment Fee for such day;

                           (F)      the Unused Commitment Fee Shortfall as of
                                    the close of business on the immediately
                                    preceding Business Day; and

                           (G)      any Additional Amounts or Indemnified
                                    Amounts as to which any Indemnified Person
                                    has made a demand on the

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<PAGE>

                                    Seller and which remain unpaid for five (5)
                                    or more Business Days;

                  (b) to the Purchasers:

                      (i) an amount equal to any Purchase Excess to be applied
         in reduction of Capital Investment, to the Purchasers ratably based on
         the amount of their respective Capital Investments;

                      (ii) an amount equal to the deposits made in the
         Collection Account pursuant to SECTION 6.02(A)(IV) and not otherwise
         disbursed pursuant to SECTION 6.03(A), to be disbursed ratably based on
         the amounts owed to the applicable Purchasers;

                      (iii) if, pursuant to a Repayment Notice, the Seller has
         requested a reduction of the Capital Investment of the Purchasers, then
         to the Purchasers, ratably based on the amount of their respective
         Capital Investments, the lesser of (A) the amount of such requested
         reduction of Capital Investment and (B) the balance remaining on
         deposit in the Collection Account;

                  (c) to the Seller Account, the balance of any amounts
remaining in the Collection Account after making the foregoing disbursements.

                  Section 6.04. DISBURSEMENTS FROM THE RETENTION ACCOUNT;
SETTLEMENT DATE PROCEDURES; REVOLVING PERIOD.

                  (a) During the Revolving Period, (x) on each Settlement Date
prior to the occurrence of a Committed Purchaser Funding Event and (y) on each
Business Day on and after the occurrence of a Committed Purchaser Funding Event,
the amounts on deposit in the Retention Account or transferred to the
Administrative Agent pursuant to SECTION 6.03(A) shall be disbursed or retained
by the Administrative Agent in the following priority:

                      (i) to the applicable Purchasers (or, if applicable, any
         Indemnified Person or Affected Party), an amount equal to:

                          (A) if such Settlement Date occurs on or prior to the
                  occurrence of a Committed Purchaser Funding Event, an amount
                  equal to:

                                    (1) the accrued and unpaid Accrued Monthly
                           Yield as of the end of the immediately preceding
                           Settlement Period;

                                    (2) the accrued and unpaid Unused Commitment
                           Fee as of the end of the immediately preceding
                           Settlement Period;

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<PAGE>


                                    (3) all Additional Amounts incurred and
                           payable to any Affected Party as of the end of the
                           immediately preceding Settlement Period;

                                    (4) all other amounts accrued and payable
                           under this Agreement (including Indemnified Amounts
                           incurred and payable to any Indemnified Person) as of
                           the end of the immediately preceding Settlement
                           Period to the extent not already transferred pursuant
                           to SECTION 6.03(B)(II).

                                    (5) if a Purchase Excess exists on such
                           date, an amount equal to such excess to the extent
                           not already transferred pursuant to SECTION
                           6.03(B)(I), to be applied in reduction of Capital
                           Investment;

                          (B) if such Business Day occurs after the occurrence
                  of a Committed Purchaser Funding Event, an amount equal to:

                                    (1) the accrued and unpaid Daily Yield as of
                           such date;

                                    (2) the accrued and unpaid Unused Commitment
                           Fee as of such date;

                                    (3) all Additional Amounts as to which any
                           Affected Party has made a demand on the Seller and
                           which remain unpaid for five (5) or more Business
                           Days;

                                    (4) all other amounts accrued and payable
                           under this Agreement (including Indemnified Amounts
                           as to which any Indemnified Person has made a demand
                           on the Seller and which remain unpaid for five (5) or
                           more Business Days to the extent not already
                           transferred pursuant to SECTION 6.03(B)(II).

                                    (5) if a Purchase Excess exists on such
                           date, an amount equal to such excess to the extent
                           not already transferred pursuant to SECTION
                           6.03(B)(I), to be applied in reduction of Capital
                           Investment;

                      (ii) to the extent any funds have been deposited in the
         Retention Account in accordance with SECTION 6.03(A)(II)(C) and (D), to
         the Servicer or the Successor Servicer, as applicable, on behalf of the
         Seller, an amount equal to the accrued and unpaid Investor Portion of
         the Servicing Fee or Successor Servicing Fees and Expenses as of (x)
         the end of the immediately preceding Settlement Period (if such
         Settlement Date occurs on or prior to the occurrence of a Committed
         Purchaser Funding Event) or (y) such date (if such date occurs after
         the occurrence of a Committed

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<PAGE>

         Purchaser Funding Event); PROVIDED, however, that any such amount shall
         be paid net of any amounts paid, or that should have been paid, as
         provided in SECTION 7.05(B);

                      (iii) to be retained in the Retention Account, if such
         Settlement Period occurs prior to the occurrence of a Committed
         Purchaser Funding Event, an amount equal to the Accrued Monthly Yield,
         Accrued Unused Commitment Fee and, to the extent any funds have been
         deposited in the Retention Account pursuant to SECTIONS 6.03(A)(II)(C)
         and (D), Accrued Servicing Fee as of such date; and

                      (iv) to the Seller Account, the balance of any funds
         remaining in the Collection Account after retaining or disbursing the
         foregoing amounts (and, prior to the occurrence of a Committed
         Purchaser Funding Event, the Administrative Agent shall also transfer
         to the Seller Account on such date any and all interest earned on, and
         paid by the Depository with respect to, any funds on deposit in the
         Retention Account during the preceding Settlement Period).

                  (b) No later than the second Business Day immediately
preceding each Settlement Date, the Administrative Agent shall determine and
notify the Seller of any Retention Account Deficiency for the preceding
Settlement Period, and the Seller shall deposit cash in the amount of such
Retention Account Deficiency to the Collection Account pursuant to SECTION
6.02(B).

                  Section 6.05. LIQUIDATION SETTLEMENT PROCEDURES. On each
Business Day from and after the Facility Termination Date until the Termination
Date, the Administrative Agent shall, as soon as practicable, transfer all
amounts then on deposit in the Retention Account to the Collection Account and
shall transfer all amounts in the Collection Account (including amounts
transferred from the Retention Account pursuant to SECTION 6.02(C) and amounts
which are not allocable to the Purchaser Interests) in the following priority:

                  (a) if an Event of Servicer Termination has occurred and a
Successor Servicer has assumed the responsibilities and obligations of the
Servicer in accordance with SECTION 11.02, then to the Successor Servicer an
amount equal to its accrued and unpaid Successor Servicing Fees and Expenses;

                  (b) to the Purchasers, ratably, an amount equal to accrued and
unpaid Daily Yield through and including the date of maturity (if any) of the
Commercial Paper (or other funding source) maintaining the Capital Investment;

                  (c) to the Purchasers, an amount equal to the unpaid Capital
Investment;

                  (d) to the Administrative Agent, an amount equal to accrued
and unpaid Unused Commitment Fees;

                  (e) pro rata to all Additional Amounts incurred and payable to
any Affected Party and Indemnified Amounts incurred and payable to any
Indemnified Person; and

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<PAGE>

                  (f) if an Event of Servicer Termination shall not have
occurred, to the Servicer in an amount equal to the accrued and unpaid Servicing
Fee; and

                  (g) to the Seller Account, the balance of any funds remaining
in the Collection Account after payment in full of all other amounts set forth
in this SECTION 6.05.

                  Section 6.06. INVESTMENT OF FUNDS IN ACCOUNTS. To the extent
uninvested amounts are on deposit in the Retention Account on any given day
during the Revolving Period, the Administrative Agent shall invest all such
amounts in Permitted Investments selected by the Administrative Agent that
mature no later than the immediately succeeding Settlement Date. From and after
the Facility Termination Date, any investment of such amounts shall be solely at
the discretion of the Administrative Agent, subject to the restrictions
described above. All proceeds of any such investment shall be deposited upon
receipt into the Retention Account.

                  Section 6.07. TERMINATION PROCEDURES.

                  (a) On the earlier of (i) the first Business Day after the
Facility Termination Date on which the Capital Investment has been reduced to
zero or (ii) the Final Purchase Date, if the obligations to be paid pursuant to
SECTION 6.05 have not been paid in full, the Seller shall immediately deposit in
the Collection Account an amount sufficient to make such payments in full.

                  (b) On the Termination Date, all amounts on deposit in the
Collection Account and the Retention Account shall be disbursed to the Seller
and all ownership interests or Liens of the Purchasers in and to all Transferred
Receivables and all Liens of the Purchasers and the Administrative Agent in and
to the Seller Collateral shall be released by each Purchaser and the
Administrative Agent. Such disbursement shall constitute the final payment to
which the Seller is entitled pursuant to the terms of this Agreement.

                  (c) Seller acknowledges that it is not authorized to file any
financing statement or amendment or termination statement with respect to any
financing statement without the written consent of Administrative Agent and
agrees that it will not do so without the prior written consent of
Administrative Agent, subject to Seller's rights under Section 9-509(d)(2) of
the UCC.

                                  ARTICLE VII.

                               SERVICER PROVISIONS

                  Section 7.01. APPOINTMENT OF THE SERVICER. Each of the Conduit
Purchaser and the Committed Purchaser hereby appoints the Servicer as its agent,
and the Seller hereby acknowledges such appointment, to service the Transferred
Receivables and enforce its rights and interests in and under each Transferred
Receivable and Contract therefor and the Seller Collateral and to serve in such
capacity until the termination of its responsibilities pursuant to SECTIONS 9.02
or 11.01. In connection therewith, the Servicer hereby accepts such appointment

                                       34

<PAGE>

and agrees to perform the duties and obligations set forth herein. The Servicer
may, with the prior written consent of each Purchaser and the Administrative
Agent, subcontract with a Sub-Servicer for the collection, servicing or
administration of the Transferred Receivables; PROVIDED, that (a) the Servicer
shall remain liable for the performance of the duties and obligations of such
Sub-Servicer pursuant to the terms hereof and (b) any Sub-Servicing Agreement
that may be entered into and any other transactions or services relating to the
Transferred Receivables involving a Sub-Servicer shall be deemed to be between
the Sub-Servicer and the Servicer alone, and the Purchasers and the
Administrative Agent shall not be deemed parties thereto and shall have no
obligations, duties or liabilities with respect to the Sub-Servicer. Subject to
compliance with the proviso set forth in the immediately preceding sentence,
each of the Purchasers and the Administrative Agent hereby consent to each
Originator acting as a sub-servicer with respect to the Transferred Receivables
originated by such Person. Any Sub-Servicing Agreement will be terminated upon
any termination or replacement of the Servicer pursuant to SECTIONS 9.02 or
11.01.

                  Section 7.02. DUTIES AND RESPONSIBILITIES OF THE SERVICER.
Subject to the provisions of this Agreement, the Servicer shall conduct the
servicing, administration and collection of the Transferred Receivables and the
Seller Collateral and shall take, or cause to be taken, all actions that (i) may
be necessary or advisable to service, administer and collect each Transferred
Receivable and the Seller Collateral from time to time, (ii) the Servicer would
take if the Transferred Receivables and the Seller Collateral were owned by the
Servicer, (iii) are consistent with industry practice for the servicing of such
Transferred Receivables and the Seller Collateral and (iv) are in compliance
with the provisions of the Credit and Collection Policies.

                  Section 7.03. COLLECTIONS ON RECEIVABLES.

                  (a) In the event that the Servicer is unable to determine the
specific Receivables on which Collections have been received from the Obligor
thereunder, the parties agree for purposes of this Agreement only that such
Collections shall be deemed to have been received on such Receivables in the
order in which they were originated with respect to such Obligor. In the event
that the Servicer is unable to determine the specific Receivables on which
discounts, offsets or other non-cash reductions have been granted or made with
respect to the Obligor thereunder, the parties agree for purposes of this
Agreement only that such reductions shall be deemed to have been granted or made
(i) prior to a Termination Event, on such Receivables as determined by the
Servicer, and (ii) from and after the occurrence of a Termination Event, in the
reverse order in which they were originated with respect to such Obligor.

                  (b) If the Servicer determines that amounts unrelated to the
Transferred Receivables ("UNRELATED AMOUNTS") have been deposited in the
Collection Account, then the Servicer shall provide written evidence thereof to
the Purchasers and the Administrative Agent no later than the first Business Day
following the day on which the Servicer had actual knowledge thereof, which
evidence shall be provided in writing and shall be otherwise satisfactory to
each such Affected Party. Upon receipt of any such notice, the Administrative

                                       35

<PAGE>

Agent shall segregate the Unrelated Amounts and the same shall not be deemed to
constitute Collections on Transferred Receivables and shall not be subject to
the provisions of ARTICLE VI.

                  Section 7.04. AUTHORIZATION OF THE SERVICER. Each of the
Conduit Purchaser and the Committed Purchasers hereby authorizes the Servicer,
and the Seller acknowledges such authorization, to take any and all reasonable
steps in its name and on its behalf necessary or desirable and not inconsistent
with the ownership of the Purchaser Interests purchased by such Purchaser
hereunder and the pledge of the Conduit's Purchaser Interest by the Conduit
Purchaser to the Collateral Agent pursuant to the Collateral Agent Agreement, in
the determination of the Servicer, to (a) collect all amounts due under any
Transferred Receivable and the Seller Collateral, including endorsing its name
on checks and other instruments representing Collections on such Transferred
Receivable, and execute and deliver any and all instruments of satisfaction or
cancellation or of partial or full release or discharge and all other comparable
instruments with respect to any such Transferred Receivable and (b) after any
Transferred Receivable becomes a Defaulted Receivable and to the extent
permitted under and in compliance with applicable law and regulations, commence
proceedings with respect to the enforcement of payment of any such Transferred
Receivable and the Contract therefor and adjust, settle or compromise any
payments due thereunder, in each case to the same extent as the applicable
Originator could have done if it had continued to own such Transferred
Receivable. Each Originator, the Seller, the Administrative Agent and each
Purchaser shall furnish the Servicer with any powers of attorney and other
documents necessary or appropriate to enable the Servicer to carry out its
servicing and administrative duties hereunder. Notwithstanding anything to the
contrary contained herein, the Purchasers and the Administrative Agent shall
have the absolute and unlimited right to direct the Servicer (whether the
Servicer is the Parent or otherwise) (i) to commence or settle any legal action
to enforce collection of any Transferred Receivable or (ii) to foreclose upon,
repossess or take any other action that the Administrative Agent deems necessary
or advisable with respect thereto; PROVIDED, that in lieu of commencing any such
action or taking other enforcement action, the Servicer may, at its option,
elect to (x) deposit an amount equal to the Outstanding Balance for such
Transferred Receivable into the Collection Account or (y) replace such
Transferred Receivable with an Eligible Receivable(s) of equal or greater amount
to the Capital Investment with respect to the Purchasers' Purchaser Interest in
such Transferred Receivable. In no event shall the Servicer be entitled to make
any Affected Party a party to any Litigation without such Affected Party's
express prior written consent, or to make the Seller a party to any Litigation
without the Administrative Agent's consent.

                  Section 7.05. SERVICING FEES. (a) As compensation for its
servicing activities and as reimbursement for its reasonable expenses in
connection therewith, the Servicer shall be entitled to receive the Servicing
Fees in accordance with SECTIONS 6.04 and 6.05. The Servicer shall be required
to pay for all expenses incurred by it in connection with its activities
hereunder (including any payments to accountants, counsel or any other Person)
and shall not be entitled to any payment therefor other than the Servicing Fees.

                                       36
<PAGE>

                  (b) For any period that the Parent or any Affiliate of the
Parent is the Servicer, the Seller agrees that it shall pay to the Servicer on
each Settlement Date the applicable Servicing Fee, to the extent of funds
available to the Seller on such Settlement Date. The Seller agrees that it will
pay the Servicing Fee to the Servicer prior to using any funds available to it
on such Settlement Date for any other purpose, including, without limitation,
the purchase of additional Receivables. If the Seller does not have sufficient
funds available to so pay the Servicing Fee in full on any Settlement Date, the
shortfall shall be paid on the next Business Day on which the Seller does have
available funds but only to the extent that funds are then available to the
Seller in accordance with the provisions of ARTICLE VI. The Servicer waives any
right it has or may at any time have to demand payment and/or take any action to
or in furtherance of payment of any shortfall in the payment of the Servicing
Fee and agrees that it shall not have a "claim" under Section 101(5) of the
Bankruptcy Code for the payment of any such shortfall, except for, and only to
the extent of, any excess available funds, as described above.

                  Section 7.06. REPRESENTATIONS AND WARRANTIES OF THE SERVICER.
To induce the Purchasers to purchase the Purchaser Interests and the
Administrative Agent to take any action required to be performed by it
hereunder, the Servicer represents and warrants to the Purchasers and the
Administrative Agent, which representation and warranty shall survive the
execution and delivery of this Agreement:

                  (a) CORPORATE EXISTENCE; COMPLIANCE WITH LAW. The Servicer (i)
is a corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation, the state of Ohio (which is the
Servicer's only state of incorporation); (ii) is duly qualified to conduct
business and is in good standing in each other jurisdiction where its ownership
or lease of property or the conduct of its business requires such qualification
except where such failure to be so qualified is not reasonably likely to result
in a Material Adverse Effect; (iii) has the requisite corporate power and
authority and the legal right to own and operate its properties, to lease the
property it operates under lease, and to conduct its business as now, heretofore
and proposed to be conducted; (iv) has all licenses, permits, consents or
approvals from or by, and has made all filings with, and has given all notices
to, all Governmental Authorities having jurisdiction, to the extent required for
such ownership, operation and conduct except where such failure to obtain such
licenses, permits, consents or approvals is not reasonably likely to result in a
Material Adverse Effect; (v) is in compliance with its charter and bylaws; and
(vi) subject to specific representations set forth herein regarding ERISA, tax
and other laws, is in compliance with all applicable provisions of law, except
where the failure to comply, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

                  (b) CORPORATE POWER, AUTHORIZATION, ENFORCEABLE OBLIGATIONS.
The execution, delivery and performance by the Servicer of this Agreement and
the other Related Documents to which it is a party and, solely with respect to
CLAUSE (VII) below, the exercise by each of the Seller, the Purchasers or the
Administrative Agent of any of its rights and remedies under any Related
Document to which it is a party: (i) are within the Servicer's corporate power;
(ii) have been duly authorized by all necessary or proper corporate and
shareholder action; (iii) do not

                                       37

<PAGE>

contravene any provision of the Servicer's charter or bylaws; (iv) do not
violate any law or regulation, or any order or decree of any court or
Governmental Authority; (v) do not conflict with or result in the breach or
termination of, constitute a default under or accelerate or permit the
acceleration of any performance required by, any indenture, mortgage, deed of
trust, lease, agreement or other instrument to which the Servicer is a party or
by which the Servicer or any of the property of the Servicer is bound; (vi) do
not result in the creation or imposition of any Adverse Claim upon any of the
property of the Servicer; and (vii) do not require the consent or approval of
any Governmental Authority or any other Person, except those referred to in
SECTION 3.01(B), all of which will have been duly obtained, made or complied
with prior to the Closing Date. On or prior to the Closing Date, each of the
Related Documents to which the Servicer is a party shall have been duly executed
and delivered by the Servicer and on the Closing Date each such Related Document
shall then constitute a legal, valid and binding obligation of the Servicer
enforceable against it in accordance with its terms, except as such enforcement
may be limited by applicable bankruptcy, insolvency, reorganization or similar
laws affecting creditors' rights and by general principles of equity.

                  (c) NO LITIGATION. No Litigation is now pending or, to the
knowledge of the Servicer, threatened against the Servicer that (i) challenges
the Servicer's right or power to enter into or perform any of its obligations
under the Related Documents to which it is a party, or the validity or
enforceability of any Related Document or any action taken thereunder, (ii)
seeks to prevent the transfer, sale, pledge or contribution of any Receivable or
Seller Collateral or the consummation of any of the transactions contemplated
under this Agreement or the other Related Documents, or (iii) has a reasonable
risk of being determined adversely to the Servicer and that, if so determined,
could have a Material Adverse Effect.

                  (d) FULL DISCLOSURE. As of the dates specified therein (or, if
no such dates are specified, as of the date furnished or delivered), no
information contained in this Agreement, any Investment Base Certificate or any
of the other Related Documents, or any written statement furnished by or on
behalf of the Servicer to either Purchaser or the Administrative Agent pursuant
to the terms of this Agreement or any of the other Related Documents contains
any untrue statement of a material fact or omits or will omit to state a
material fact necessary to make the statements contained herein or therein not
misleading in light of the circumstances under which they were made.

                  (e) OTHER REPRESENTATIONS AND WARRANTIES. Each of the
representations and warranties of the Servicer (whether made by the Servicer in
its capacity as an Originator or as the Servicer) contained in any Related
Document is true and correct and, if made by the Servicer in its capacity as an
Originator, applies with equal force to the Servicer in its capacity as
Servicer.

                  Section 7.07. COVENANTS OF THE SERVICER. The Servicer
covenants and agrees that from and after the Closing Date and until the
Termination Date:

                  (a) OWNERSHIP OF TRANSFERRED RECEIVABLES. The Servicer shall
identify the Transferred Receivables clearly and unambiguously in its Servicing
Records to reflect that such

                                       38

<PAGE>

Transferred Receivables have been sold to the Seller and that interests therein
have been transferred to the Purchasers by marking each Servicing Record with
the following legend: "The accounts receivable and other obligations set forth
herein, together with certain related property interests, have been sold to
Eagle-Picher Funding Corporation, and interests therein have been further
transferred to certain purchasers for whom General Electric Capital Corporation
acts as agent." The Servicer shall maintain its books and records so as to
clearly distinguish Excluded Receivables from Transferred Receivables.

                  (b) COMPLIANCE WITH CREDIT AND COLLECTION POLICIES;
TRANSFERRED RECEIVABLES AND CONTRACTS. The Servicer shall comply in all respects
with the Credit and Collection Policies and with the terms of each Transferred
Receivable and any Invoice with respect thereto. The Servicer shall not amend,
waive or modify any term or provision of the Credit and Collection Policies
without the prior written consent of the Administrative Agent. The Servicer will
comply with the terms of each Contract (other than Invoices) except to the
extent that the failure to so comply could not reasonably be expected to have a
Material Adverse Effect.

                  (c) COVENANTS IN OTHER RELATED DOCUMENTS. The Servicer shall
perform, keep and observe all covenants applicable to it in its capacity as an
Originator under the Sale Agreement and the other Related Documents (including
those covenants set forth in SECTIONS 4.02 and 4.03 of the Sale Agreement) and
the Servicer hereby agrees to be bound by such covenants in its capacity as
Servicer hereunder for the benefit of the Purchasers and the Administrative
Agent as if the same were set forth in full herein.

                  Section 7.08. REPORTING REQUIREMENTS OF THE SERVICER. The
Servicer hereby agrees that, from and after the Closing Date and until the
Termination Date, it shall deliver or cause to be delivered to the Purchasers
and the Administrative Agent the financial statements, notices, and other
information at the times, to the Persons and in the manner set forth in ANNEX
5.02(A). The Servicer hereby agrees that it shall prepare and deliver all
reports, statements and records required to be delivered by it hereunder or
under any other Related Document so as to clearly distinguish Excluded
Receivables from Transferred Receivables.

                                 ARTICLE VIII.

                           GRANT OF SECURITY INTERESTS

                  Section 8.01. SELLER'S GRANT OF SECURITY INTEREST. The parties
hereto intend that each Purchase of Purchaser Interests to be made hereunder
shall constitute a purchase and sale of undivided percentage ownership interests
in the Transferred Receivables and not a loan. Notwithstanding the foregoing, in
addition to and not in derogation of any rights now or hereafter acquired by any
Purchaser or the Administrative Agent hereunder, the parties hereto intend that
this Agreement shall constitute a security agreement under applicable law. In
such regard and, in any event, to secure the prompt and complete payment,
performance and observance of all Seller Secured Obligations, and to induce the
Administrative Agent, the Conduit Purchaser and the Committed Purchaser to enter
into this Agreement and perform the

                                       39

<PAGE>

obligations required to be performed by it hereunder in accordance with the
terms and conditions thereof, the Seller hereby grants, assigns, conveys,
pledges, hypothecates and transfers to the Administrative Agent, for the benefit
of itself, the Conduit Purchaser and the Committed Purchaser, a Lien upon and
security interest in all of its right, title and interest in, to and under, but
none of its obligations arising from, the following property, whether now owned
by or owing to, or hereafter acquired by or arising in favor of, the Seller
(including under any trade names, styles or derivations of the Seller), and
regardless of where located (all of which being hereinafter collectively
referred to as the "SELLER COLLATERAL"):

                  (a) all Transferred Receivables, Invoices related thereto and
Collections thereon;

                  (b) the Sale Agreement, all Lockbox Account Agreements and all
other Related Documents now or hereafter in effect relating to the purchase,
servicing or processing of Receivables (collectively, the "SELLER ASSIGNED
AGREEMENTS"), including (i) all rights of the Seller to receive moneys due and
to become due thereunder or pursuant thereto, (ii) all rights of the Seller to
receive proceeds of any insurance, indemnity, warranty or guaranty with respect
thereto, (iii) all claims of the Seller for damages or breach with respect
thereto or for default thereunder and (iv) the right of the Seller to amend,
waive or terminate the same and to perform and to compel performance and
otherwise exercise all remedies thereunder;

                  (c) all of the following (collectively, the "SELLER ACCOUNT
COLLATERAL"):

                      (i) all deposit accounts, including the Lockbox Accounts,
         the Concentration Account, the Lockboxes, and all funds on deposit
         therein and all certificates and instruments, if any, from time to time
         representing or evidencing any deposit account, the Lockbox Accounts,
         the Concentration Account, the Lockboxes or such funds,

                      (ii) the Collection Account, the Retention Account and all
         funds on deposit therein and all certificates and instruments, if any,
         from time to time representing or evidencing the Collection Account,
         the Retention Account or such funds,

                      (iii) all Investments from time to time of amounts in the
         Collection Account and the Retention Account, and all certificates,
         instruments and investment property, if any, from time to time
         representing or evidencing such Investments,

                      (iv) all notes, certificates of deposit and other
         instruments from time to time delivered to or otherwise possessed by
         any Purchaser or any assignee or agent on behalf of any Purchaser in
         substitution for or in addition to any of the then existing Seller
         Account Collateral, and

                      (v) all interest, dividends, cash, instruments, investment
         property and other property from time to time received, receivable or
         otherwise distributed with respect to or in exchange for any and all of
         the then existing Seller Account Collateral;

                                       40

<PAGE>

                  (d) all other property that may from time to time hereafter be
granted and pledged by the Seller or by any Person on its behalf under this
Agreement, including any deposit with any Purchaser or the Administrative Agent
of additional funds by the Seller; and

                  (e) to the extent not otherwise included, all proceeds and
products of the foregoing and all accessions to, substitutions and replacements
for, and profits of, each of the foregoing Seller Collateral (including proceeds
that constitute property of the types described in SECTIONS 8.01(A) through (D).

                  Section 8.02. SELLER'S CERTIFICATION. The Seller hereby
certifies that (a) the benefits of the representations, warranties and covenants
of each Originator made to the Seller under the Sale Agreement have been
assigned by the Seller to the Administrative Agent on behalf of the Purchasers
hereunder and, accordingly, any payments received or to be received by the
Seller under the Sale Agreement as a result of the breach of a representation,
warranty or covenant or as an indemnification payment shall be paid to the
Administrative Agent hereunder, and (b) the Sale Agreement provides that the
representations, warranties and covenants described in SECTIONS 4.01, 4.02 and
4.03 thereof, the rights and remedies contained in SECTIONS 4.02(O) and 4.04,
the indemnification and payment provisions of ARTICLE V thereof and the
provisions of SECTIONS 4.03(J), 8.12 and 8.14 thereof shall survive the sale of
the Transferred Receivables (and undivided percentage ownership interests
therein) and the termination of the Sale Agreement and this Agreement. The
Seller hereby acknowledges that the Conduit Purchaser has assigned to the
Collateral Agent under the Collateral Agent Agreement the benefits of the
representations, warranties and covenants certified in this SECTION 8.02(A) to
have been assigned to the Conduit Purchaser.

                  Section 8.03. CONSENT TO ASSIGNMENT. Each of the Seller and
the Servicer acknowledges and consents to the grant by the Conduit Purchaser to
the Collateral Agent pursuant to the Collateral Agent Agreement of a Lien upon
all of the Conduit Purchaser's rights, title and interest in, to and under the
Seller Collateral and acknowledges the rights of the Collateral Agent hereunder
and thereunder and the covenants made by the Conduit Purchaser in favor of the
Collateral Agent set forth therein, and further acknowledges and consents that,
upon the occurrence and during the continuance of an Incipient Termination Event
or a Termination Event prior to a Committed Purchaser Funding Event, the
Collateral Agent shall be entitled to enforce the provisions of the Seller
Assigned Agreements and shall be entitled to all the rights and remedies of the
Conduit Purchaser thereunder. In addition, each of the Seller and the Servicer
hereby authorizes the Collateral Agent to rely on the representations and
warranties made by it in the Seller Assigned Agreements to which it is a party
and in any other certificates or documents furnished by it to any party in
connection therewith. Nothing in this SECTION 8.03 shall be deemed to impose any
obligation on the Seller or the Servicer to comply with any term or provision of
the Collateral Agent Agreement other than to recognize the rights of the
Collateral Agent set forth herein.

                  Section 8.04. DELIVERY OF COLLATERAL. All certificates or
instruments representing or evidencing the Seller Collateral shall be delivered
to and held by or on behalf of the

                                       41

<PAGE>

Administrative Agent and shall be in suitable form for transfer by delivery or
shall be accompanied by duly executed instruments of transfer or assignment in
blank, all in form and substance satisfactory to the Administrative Agent. The
Administrative Agent shall have the right (a) at any time to exchange
certificates or instruments representing or evidencing Seller Collateral for
certificates or instruments of smaller or larger denominations and (b) at any
time in its discretion following the occurrence and during the continuation of a
Termination Event and without notice to the Seller, to transfer to or to
register in the name of the Administrative Agent or its nominee any or all of
the Seller Collateral. The Seller will, (A) at all times from and after the date
hereof, clearly and conspicuously mark its computer and master data processing
books and records with the legend set forth in SECTION 7.07(A), (B) segregate
(from all other receivables then owned or being serviced by the Seller) all
contracts relating to each Receivable.

                  Section 8.05. SELLER REMAINS LIABLE. It is expressly agreed by
the Seller that, anything herein to the contrary notwithstanding, the Seller
shall remain liable under any and all of the Transferred Receivables, the
Contracts therefor, the Seller Assigned Agreements and any other agreements
constituting the Seller Collateral to which it is a party to observe and perform
all the conditions and obligations to be observed and performed by it
thereunder. The Purchasers, the Administrative Agent, the Collateral Agent and
the other Conduit Purchaser Secured Parties shall not have any obligation or
liability under any such Receivables, Contracts or agreements by reason of or
arising out of this Agreement or the Collateral Agent Agreement or the granting
herein or therein of a Lien thereon or the receipt by the Administrative Agent,
Purchasers, the Collateral Agent or any Purchaser Secured Party of any payment
relating thereto pursuant hereto or thereto. The exercise by any Purchaser or
the Administrative Agent of any of its respective rights under this Agreement
shall not release any Originator, the Seller or the Servicer from any of their
respective duties or obligations under any such Receivables, Contracts or
agreements. None of the Purchasers, the Administrative Agent, the Collateral
Agent or any of the Conduit Purchaser Secured Parties shall be required or
obligated in any manner to perform or fulfill any of the obligations of any
Originator, the Seller or the Servicer under or pursuant to any such Receivable,
Contract or agreement, or to make any payment, or to make any inquiry as to the
nature or the sufficiency of any payment received by it or the sufficiency of
any performance by any party under any such Receivable, Contract or agreement,
or to present or file any claims, or to take any action to collect or enforce
any performance or the payment of any amounts that may have been assigned to it
or to which it may be entitled at any time or times.

                  Section 8.06. COVENANTS OF THE SELLER AND THE SERVICER
REGARDING THE SELLER COLLATERAL.

                  (a) OFFICES AND RECORDS. The Seller shall maintain its
principal place of business and chief executive office and the office at which
it stores its Records at the respective locations specified in SCHEDULE 4.01(B)
or, upon 30 days' prior written notice to the Administrative Agent, at such
other location in a jurisdiction where all action requested by the
Administrative Agent pursuant to SECTION 14.15 shall have been taken with
respect to the Seller Collateral. Each of the Seller and the Servicer shall, at
its own cost and expense, maintain adequate and complete records of the
Transferred Receivables and the Seller Collateral,

                                       42
<PAGE>

including records of any and all payments received, credits granted and
merchandise returned with respect thereto and all other dealings therewith. Each
of the Seller and the Servicer shall mark conspicuously with the legend set
forth in SECTION 7.07(A) hereof, its books and records, computer tapes, computer
disks and credit files pertaining to the Seller Collateral, and its file
cabinets or other storage facilities where it maintains information pertaining
thereto, to evidence this Agreement and the assignment and Liens granted
pursuant to this ARTICLE VIII. Upon the occurrence and during the continuance of
a Termination Event, the Seller and the Servicer shall deliver and turn over
such books and records to the Administrative Agent or its representatives at any
time on demand of the Administrative Agent. Prior to the occurrence of a
Termination Event and upon notice from the Administrative Agent, the Seller and
the Servicer shall permit any representative of the Administrative Agent to
inspect such books and records and shall provide photocopies thereof to the
Administrative Agent as more specifically set forth in SECTION 8.06(B).

                  (b) ACCESS. Each of the Seller and the Servicer shall, at its
own expense, during normal business hours, from time to time upon one Business
Day's prior notice as frequently as the Administrative Agent determines to be
appropriate: (i) subject to compliance with applicable insurance, safety and
security requirements, provide the Purchasers, the Administrative Agent and any
of their respective officers, employees and agents access to its properties
(including properties utilized in connection with the collection, processing or
servicing of the Transferred Receivables), facilities, advisors and employees
(including officers) and to the Seller Collateral, (ii) permit the Purchasers,
the Administrative Agent and any of their respective officers, employees and
agents to inspect, audit and make extracts from its books and records, including
all Records, (iii) permit the Purchasers or the Administrative Agent and their
respective officers, employees and agents to inspect, review and evaluate the
Transferred Receivables and the Seller Collateral and (iv) permit the Purchasers
or the Administrative Agent and their respective officers, employees and agents
to discuss matters (other than legally privileged information) relating to the
Transferred Receivables and the Seller Collateral or its performance under this
Agreement or the other Related Documents or its affairs, finances and accounts
with any of its officers, directors, employees, representatives or agents (in
each case, with those persons having knowledge of such matters) and with its
independent certified public accountants; all the costs, fees and expenses of
each such audit shall be borne by the Servicer as part of the duties and
obligations for which it receives the Servicing Fee. If (A) an Incipient
Termination Event or a Termination Event shall have occurred and be continuing
or (B) the Administrative Agent, in good faith, believes that an Incipient
Termination Event or a Termination Event is imminent or deems any Purchaser's
rights or interests in the Transferred Receivables, the Seller Assigned
Agreements or any other Seller Collateral insecure, then each of the Seller and
the Servicer, at its own expense, shall provide such access at all times and
without advance notice and provide the Purchasers or the Administrative Agent
with access to its suppliers and customers. Each of the Seller and the Servicer
shall make available to the Administrative Agent and its counsel, as quickly as
is possible under the circumstances, originals or copies of all books and
records, including Records, that the Administrative Agent may request. Each of
the Seller and the Servicer shall deliver any document or instrument necessary
for the Administrative Agent, as the Administrative Agent may from time to time
request, to

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<PAGE>

obtain records from any service bureau or other Person that maintains records
for the Seller or the Servicer, and shall maintain duplicate records or
supporting documentation on media, including computer tapes and disks owned by
the Seller or the Servicer.

                  (c) COMMUNICATION WITH ACCOUNTANTS. Each of the Seller and the
Servicer authorizes the Purchasers and the Administrative Agent to communicate
directly with its independent certified public accountants and authorizes and
shall instruct those accountants and advisors to disclose and make available to
the Purchasers and the Administrative Agent any and all financial statements and
other supporting financial documents, schedules and information (other than
legally privileged information) relating to the Seller or the Servicer
(including copies of any issued management letters required to be submitted to
the Administrative Agent pursuant to the Related Documents) with respect to its
business, financial condition and other affairs as they relate to the
Transferred Receivables, the Seller Collateral and any other matters which
relate to events, circumstances or facts which the Administrative Agent
reasonably believes may result in, constitute or relate to a Material Adverse
Effect.

                  (d) COLLECTION OF TRANSFERRED RECEIVABLES. Except as otherwise
provided in this SECTION 8.06(D), the Servicer shall continue to collect or
cause to be collected, at its sole cost and expense, all amounts due or to
become due to the Seller under the Transferred Receivables, the Seller Assigned
Agreements and any other Seller Collateral. In connection therewith, the Seller
and the Servicer shall take such action as it, and from and after the occurrence
and during the continuance of a Termination Event, the Administrative Agent, may
deem necessary or desirable to enforce collection of the Transferred
Receivables, the Seller Assigned Agreements and the other Seller Collateral;
PROVIDED, that the Seller or the Servicer may, rather than commencing any such
action or taking any other enforcement action, at its option, elect to pay to
the Administrative Agent, for the account of the Applicable Purchaser (in
accordance with its Purchaser Interests), the Outstanding Balance of any such
Transferred Receivable by depositing such amount into the Collection Account;
PROVIDED FURTHER, that if an Incipient Termination Event or a Termination Event
shall have occurred and be continuing, then the Administrative Agent may,
without prior notice to the Seller or the Servicer, notify or cause the Servicer
to notify any Obligor under any Transferred Receivable or obligors under the
Seller Assigned Agreements of the assignment of such Transferred Receivables or
Seller Assigned Agreements, as the case may be, to the Administrative Agent on
behalf of the Purchasers hereunder and direct that payments of all amounts due
or to become due to the Seller thereunder be made directly to the Administrative
Agent or any servicer, collection agent or lockbox or other account designated
by the Administrative Agent and, upon such notification and at the sole cost and
expense of the Seller and the Servicer, the Administrative Agent may enforce
collection of any such Transferred Receivable or the Seller Assigned Agreements
and adjust, settle or compromise the amount or payment thereof.

                  (e) PERFORMANCE OF SELLER ASSIGNED AGREEMENTS. Each of the
Seller and the Servicer shall (i) perform and observe all the terms and
provisions of the Seller Assigned Agreements to be performed or observed by it,
maintain the Seller Assigned Agreements in full force and effect, enforce the
Seller Assigned Agreements in accordance with their terms and take

                                       44

<PAGE>

all action as may from time to time be requested by the Administrative Agent in
order to accomplish the foregoing, and (ii) upon the request of and as directed
by the Administrative Agent, make such demands and requests to any other party
to the Seller Assigned Agreements as are permitted to be made by the Seller or
the Servicer thereunder.

                                  ARTICLE IX.

                               TERMINATION EVENTS

                  Section 9.01. TERMINATION EVENTS. If any of the following
events (each, a "TERMINATION EVENT") shall occur (regardless of the reason
therefor):

                  (a) (i) the Seller shall fail to make any payment of any
Seller Secured Obligation when due and payable and the same shall remain
unremedied for one Business Day or more, (ii) any Originator shall fail to make
any payment when due and payable pursuant to the Sale Agreement and the same
shall remain unremedied for one Business Day or (iii) the Seller shall fail or
neglect to perform, keep or observe any other provision of this Agreement or the
other Related Documents (other than any provision embodied in or covered by any
other clause of this SECTION 9.01) and the same shall remain unremedied for (i)
in the case of delivery of Investment Base Certificates, one (1) Business Day or
more, or (ii) otherwise, five (5) Business Days or more, in each case, after
written notice thereof shall have been given by the Administrative Agent to the
Seller; or

                  (b) (i) any event, default or breach shall occur under any
other agreement, document or instrument to which the Seller is a party or by
which the Seller or its property is bound which entitles any Person to
accelerate any indebtedness of the Seller, or (ii) any event, default or breach
shall occur under any other agreement, document or instrument to which any
Originator or any Subsidiary of the Parent is a party or by which any Originator
or any Subsidiary of the Parent or its property is bound evidencing indebtedness
in excess of a principal amount of $1,000,000 (or, solely with respect to that
certain loan facility extended by Barclays Bank plc to English Affiliates of the
Parent, $5,000,000) and (A) any lender thereunder refuses or declares its
intention to refuse to make further advances or other fundings thereunder or (B)
all or any portion of such indebtedness is accelerated or (C) such default or
breach remains unwaived and uncured for a period of forty-five (45) consecutive
calendar days; or

                  (c) a case or proceeding shall have been commenced against the
Seller or any Originator seeking a decree or order in respect of any such Person
(i) under the Bankruptcy Code or any other applicable federal, state or foreign
bankruptcy, liquidation, insolvency, moratorium, receivership or reorganization
law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or
sequestrator (or similar official) for any such Person or for any substantial
part of such Person's assets, or (iii) ordering the winding-up or liquidation of
the affairs of any such Person; or

                                       45

<PAGE>

                  (d) the Seller or any Originator shall (i) file a petition
seeking relief under the Bankruptcy Code or any other applicable federal, state
or foreign bankruptcy, liquidation, insolvency, moratorium, receivership or
reorganization law, (ii) consent or fail to object in a timely and appropriate
manner to the institution of proceedings thereunder or to the filing of any such
petition or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee or sequestrator (or similar official) for any such
Person or for any substantial part of such Person's assets, (iii) make an
assignment for the benefit of creditors, or (iv) take any corporate action in
furtherance of any of the foregoing; or

                  (e) (i) any Originator, the Seller or the Servicer generally
does not pay its debts as such debts become due or admits in writing its
inability to, or is generally unable to, pay its Debts as such Debts become due
or (ii) the sum of any Originator's or the Seller's liabilities (whether or not
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured) exceeds
the fair market value of its assets; or

                  (f) a final judgment or one or more judgments for the payment
of money in excess of $2,500,000 in the aggregate at any time outstanding, net
of insurance proceeds, shall be rendered against any Originator or any Affiliate
thereof and either (i) enforcement proceedings shall have been commenced with
respect to any such judgment or (ii) any such judgement shall not, within 30
days after the entry thereof, have been discharged or execution thereof stayed
or bonded pending appeal, or shall not have been discharged prior to the
expiration of any such stay; or

                  (g) a judgment or order for the payment of money shall be
rendered against the Seller; or

                  (h) (i) any information contained in any Investment Base
Certificate is untrue or incorrect in any respect, or (ii) any representation or
warranty of any Originator or the Seller herein or in any other Related Document
or in any written statement, report, financial statement or certificate (other
than an Investment Base Certificate) made or delivered by or on behalf of such
Originator or the Seller to any Affected Party hereto or thereto is untrue or
incorrect in any material respect as of the date when made or deemed made; or

                  (i) any Governmental Authority (including the IRS or the PBGC)
shall file notice of a Lien with regard to any assets of any Originator (other
than a Lien (i) limited by its terms to assets other than Receivables and (ii)
not materially adversely affecting the financial condition of such Originator or
the ability of the Parent to perform as Servicer hereunder); or

                  (j) any Governmental Authority (including the IRS or the PBGC)
shall file notice of a Lien with regard to any of the assets of the Seller; or

                                       46

<PAGE>

                  (k) the Administrative Agent shall have determined (and so
notified the Seller) that any event or condition has occurred since the Closing
Date that has had or could reasonably be expected to have or result in a
Material Adverse Effect; or

                  (l) (i) a default or breach shall occur under any provision of
SECTIONS 4.02(O), 4.04, 5.01 or 8.14 of the Sale Agreement and the same shall
remain unremedied for one Business Day or more after the occurrence thereof,
(ii) a default or breach shall occur under any other provision of the Sale
Agreement and the same shall remain unremedied for five (5) Business Days or
more after written notice thereof shall have been given by the Administrative
Agent to the Seller, (iii) a default or breach by the Seller or any Originator
of any of the covenants and agreements contained herein and in the Related
Documents and the same shall remain unremedied for five (5) Business Days or
more after written notice thereof shall have been given by the Administrative
Agent to the Seller, (iv) the Seller shall fail to fully comply with its
agreements with respect to the Deferred Purchase Price arrangements contained in
SECTION 2.01(C) of the Sale Agreement at any time or (v) the Sale Agreement
shall for any reason cease to evidence the transfer to the Seller of the legal
and equitable title to, and ownership of, the Transferred Receivables; or

                  (m) except as otherwise expressly provided herein, any Lockbox
Account Agreement or the Sale Agreement shall have been modified, amended or
terminated without the prior written consent of the Purchasers and the
Administrative Agent; or

                  (n) an Event of Servicer Termination shall have occurred; or

                  (o) (i) with respect to the Transferred Receivables, (A) prior
to the Purchase of Purchaser Interests therein hereunder, the Seller shall cease
to hold valid and properly perfected title to and sole record and beneficial
ownership in such Transferred Receivables or (B) after the Purchase of Purchaser
Interests hereunder, (1) the Administrative Agent (on behalf of the Purchasers)
shall cease to hold either (a) valid and properly perfected title to and sole
record and beneficial ownership in the related Transferred Receivables or (b) a
first priority, perfected Lien in the related Transferred Receivables or any of
the Seller Collateral; or

                  (p) a Change of Control shall occur; or

                  (q) the Seller shall amend its bylaws or its certificate or
articles of incorporation without the express prior written consent of the
Purchasers and the Administrative Agent; or

                  (r) (i) the Default Ratio shall exceed five percent (5%); (ii)
the Delinquency Ratio shall exceed six percent (6%); (iii) the Dilution Trigger
Ratio shall exceed six percent (6%); (iv) the Receivables Collection Turnover
shall exceed sixty-five (65) days; or (v) the Net Worth Percentage shall be less
than five percent (5%); or

                  (s) any material provision of any Related Document shall for
any reason cease to be valid, binding and enforceable in accordance with its
terms (or any Originator or the

                                       47

<PAGE>

Seller shall challenge the enforceability of any Related Document or shall
assert in writing, or engage in any action or inaction based on any such
assertion, that any provision of any of the Related Documents has ceased to be
or otherwise is not valid, binding and enforceable in accordance with its
terms);

                  (t) for any period of five consecutive Business Days, either
(i) the Seller Capital shall be less than the Minimum Seller Capitalization or
(ii) on and after the ninetieth day following the Closing Date, the Deferred
Purchase Price shall be greater than the Maximum Deferred Purchase Price; or (u)
the Seller shall have received capital contributions in an aggregate amount in
excess of the maximum amount permitted under the terms of the Indenture;

then, and in any such event, the Administrative Agent shall, at the request of,
or may, with the consent of, the Purchaser or the Administrative Agent, by
notice to the Seller, declare the Facility Termination Date to have occurred
without demand, protest or further notice of any kind, all of which are hereby
expressly waived by the Seller; PROVIDED, that the Facility Termination Date
shall automatically occur (i) upon the occurrence of any of the Termination
Events described in SECTIONS 9.01(C), (D) or (E) or (ii) three days after the
occurrence of the Termination Event described in SECTION 9.01(A)(I) if the same
shall not have been remedied by such time, in each case without demand, protest
or any notice of any kind, all of which are hereby expressly waived by the
Seller.

                  Section 9.02. EVENTS OF SERVICER TERMINATION. If any of the
following events (each, an "EVENT OF SERVICER TERMINATION") shall occur
(regardless of the reason therefor):

                  (a) the Servicer shall (i) fail to make any payment or deposit
required to be made by it under this Agreement or any other Related Document and
such failure shall remain unremedied for one (1) Business Day or more, (ii) fail
to deliver any Investment Base Certificate required to be delivered by it under
this Agreement or any other Related Document and such failure shall remain
unremedied for one (1) Business Day or more, (iii) fail to deliver any reports
required to be delivered by it under this Agreement or any other Related
Document (excluding any Investment Base Certificate) and such failure shall
remain unremedied for five (5) Business Days or more, or (iv) fail or neglect to
perform, keep or observe any other provision of this Agreement or the other
Related Documents (whether in its capacity as an Originator or as Servicer) and
the same shall remain unremedied for five (5) Business Days or more after
written notice thereof shall have been given by the Purchasers or the
Administrative Agent to the Servicer; or

                  (b) any event, default or breach shall occur under any other
agreement, document or instrument to which any Originator is a party or by which
any Originator or its property is bound evidencing indebtedness in excess of a
principal amount of $1,000,000 (or, solely with respect to that certain loan
facility extended by Barclays Bank plc to English Affiliates of the Parent,
$5,000,000) and (i) any lender thereunder refuses or declares its

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intention to refuse to make further advances or other fundings thereunder or
(ii) all or any portion of such indebtedness is accelerated or (iii) such
default or breach remains unwaived and uncured for a period of forty-five (45)
consecutive calendar days; or

                  (c) a case or proceeding shall have been commenced against the
Servicer or any Affiliate thereof which acts as a Sub-Servicer seeking a decree
or order in respect of any such Person (i) under the Bankruptcy Code or any
other applicable federal, state or foreign bankruptcy, liquidation, insolvency
,moratorium, receivership or reorganization law, (ii) appointing a custodian,
receiver, liquidator, assignee, trustee or sequestrator (or similar official)
for any such Person or for any substantial part of such Person's assets, or
(iii) ordering the winding-up or liquidation of the affairs of any such Person;
or

                  (d) the Servicer or any Affiliate thereof which acts as a
Sub-Servicer shall (i) file a petition seeking relief under the Bankruptcy Code
or any other applicable federal, state or foreign bankruptcy, liquidation,
insolvency, moratorium, receivership or reorganization law, (ii) consent or fail
to object in a timely and appropriate manner to the institution of proceedings
thereunder or to the filing of any such petition or to the appointment of or
taking possession by a custodian, receiver, liquidator, assignee, trustee or
sequestrator (or similar official) for any such Person or for any substantial
part of such Person's assets, (iii) make an assignment for the benefit of
creditors, or (iv) take any corporate action in furtherance of any of the
foregoing; or

                  (e) (i) the Servicer or any Affiliate thereof which acts as a
Sub-Servicer generally does not pay its debts as such debts become due or admits
in writing its inability to, or is generally unable to, pay its Debts as such
Debts become due or (ii) the sum of the Servicer's or any such Sub-Servicer's
liabilities (whether or not reduced to judgment, liquidated, unliquidated,
fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured or unsecured) exceeds the fair market value of its assets; or

                  (f) a final judgment or judgments for the payment of money in
excess of $2,500,000 in the aggregate at any time outstanding shall be rendered
against the Servicer or any Affiliate thereof which acts as a Sub-Servicer and
the same shall not, within 30 days after the entry thereof, have been discharged
or execution thereof stayed or bonded pending appeal, or shall not have been
discharged prior to the expiration of any such stay; or

                  (g) (i) any information contained in any Investment Base
Certificate is untrue or incorrect in any respect, or (ii) any representation or
warranty of the Servicer any Affiliate thereof which acts as a Sub-Servicer
herein or in any other Related Document or in any written statement, report,
financial statement or certificate (other than an Investment Base Certificate)
made or delivered by the Servicer to any Affected Party hereto or thereto is
untrue or incorrect in any respect as of the date when made or deemed made; or

                  (h) the Administrative Agent shall have determined that any
event or condition that materially adversely affects the ability of the Servicer
to collect the Transferred Receivables or to otherwise perform hereunder has
occurred; or

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<PAGE>

                  (i) a Termination Event shall have occurred or this Agreement
shall have been terminated; or

                  (j) a deterioration has taken place in the quality of
servicing of Transferred Receivables or other Receivables serviced by the
Servicer that the Administrative Agent, in its sole discretion, determines to be
material, and such material deterioration has not been eliminated within 30 days
after written notice thereof shall have been given by the Administrative Agent
to the Servicer; or

                  (k) any Originator shall, or the Servicer shall, assign or
purport to assign any of their respective obligations hereunder or under the
Sale Agreement without the prior written consent of the Administrative Agent; or

                  (l) a default or breach of any of the covenants set forth in
ANNEX G shall have occurred; or

                  (m) Eagle-Picher Holdings, Inc. shall cease to own and
control, directly or indirectly, 100% of the Stock of the Servicer; or

                  (n) the Seller's board of directors shall have determined that
it is in the best interests of the Seller to terminate the duties of the
Servicer hereunder and shall have given the Servicer, the Purchasers and the
Administrative Agent at least 30 days' written notice thereof,

then, and in any such event, the Administrative Agent shall, at the request of,
or may, with the consent of, the Purchasers or the Administrative Agent, by
delivery of a Servicer Termination Notice to the Seller and the Servicer,
terminate the servicing responsibilities of the Servicer hereunder, without
demand, protest or further notice of any kind, all of which are hereby waived by
the Servicer. Upon the delivery of any such notice, all authority and power of
the Servicer under this Agreement and the Sale Agreement shall pass to and be
vested in the Successor Servicer acting pursuant to SECTION 11.02; PROVIDED,
that notwithstanding anything to the contrary herein, the Servicer agrees to
continue to follow the procedures set forth in SECTION 7.02 with respect to
Collections on the Transferred Receivables until a Successor Servicer has
assumed the responsibilities and obligations of the Servicer in accordance with
SECTION 11.02.

                                   ARTICLE X.

                                    REMEDIES

                  Section 10.01. ACTIONS UPON TERMINATION EVENT. If any
Termination Event shall have occurred and be continuing and the Administrative
Agent shall have declared the Facility Termination Date to have occurred or the
Facility Termination Date shall be deemed to have occurred pursuant to SECTION
9.01, then the Administrative Agent may exercise in respect of the Seller
Collateral, in addition to any and all other rights and remedies granted to it
hereunder, under any other Related Document or under any other instrument or
agreement securing, evidencing or relating to the Seller Secured Obligations or
otherwise available to it, all of the

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<PAGE>

rights and remedies of a secured party upon default under the UCC (such rights
and remedies to be cumulative and nonexclusive), and, in addition, may take the
following actions:

                  (a) The Administrative Agent may, without notice to the Seller
except as required by law and at any time or from time to time, charge, offset
or otherwise apply amounts payable to the Seller from the Collection Account,
any Lockbox Account, the Retention Account or any part of such accounts in
accordance with the priorities set forth in SECTIONS 6.05 and 6.07 against all
or any part of the Seller Secured Obligations.

                  (b) The Administrative Agent may, without notice except as
specified below, solicit and accept bids for and sell the Seller Collateral or
any part thereof in one or more parcels at public or private sale, at any
exchange, broker's board or any of the Purchasers', or Agent's offices or
elsewhere, for cash, on credit or for future delivery, and upon such other terms
as the Administrative Agent may deem commercially reasonable. The Administrative
Agent shall have the right to conduct such sales on the Seller's premises or
elsewhere and shall have the right to use any of the Seller's premises without
charge for such sales at such time or times as the Administrative Agent deems
necessary or advisable. The Seller agrees that, to the extent notice of sale
shall be required by law, at least ten Business Days' notice to the Seller of
the time and place of any public sale or the time after which any private sale
is to be made shall constitute reasonable notification. The Administrative Agent
shall not be obligated to make any sale of Seller Collateral regardless of
notice of sale having been given. The Administrative Agent may adjourn any
public or private sale from time to time by announcement at the time and place
fixed for such sale, and such sale may, without further notice, be made at the
time and place to which it was so adjourned. Every such sale shall operate to
divest all right, title, interest, claim and demand whatsoever of the Seller in
and to the Seller Collateral so sold, and shall be a perpetual bar, both at law
and in equity, against each Originator, the Seller, any Person claiming the
Seller Collateral sold through any Originator or the Seller, and their
respective successors or assigns. The Administrative Agent shall deposit the net
proceeds of any such sale in the Collection Account and such proceeds shall be
disbursed in accordance with SECTION 6.05.

                  (c) Upon the completion of any sale under SECTION 10.01(B),
the Seller or the Servicer shall deliver or cause to be delivered to the
purchaser or purchasers at such sale on the date thereof, or within a reasonable
time thereafter if it shall be impracticable to make immediate delivery, all of
the Seller Collateral sold on such date, but in any event full title and right
of possession to such property shall vest in such purchaser or purchasers upon
the completion of such sale. Nevertheless, if so requested by the Administrative
Agent or by any such purchaser, the Seller shall confirm any such sale or
transfer by executing and delivering to such purchaser all proper instruments of
conveyance and transfer and releases as may be designated in any such request.

                  (d) At any sale under SECTION 10.01(B), the Purchasers, the
Administrative Agent or any other Purchaser Secured Party may bid for and
purchase the property offered for sale and, upon compliance with the terms of
sale, may hold, retain and dispose of such property without further
accountability therefor.

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<PAGE>

                  (e) The Administrative Agent may exercise, at the sole cost
and expense of the Seller, any and all rights and remedies of the Seller under
or in connection with the Seller Assigned Agreements or the other Seller
Collateral, including any and all rights of the Seller to demand or otherwise
require payment of any amount under, or performance of any provisions of, the
Seller Assigned Agreements.

                  Section 10.02. EXERCISE OF REMEDIES. No failure or delay on
the part of the Administrative Agent in exercising any right, power or privilege
under this Agreement and no course of dealing between any Originator, the Seller
or the Servicer, on the one hand, and the Administrative Agent, on the other
hand, shall operate as a waiver of such right, power or privilege, nor shall any
single or partial exercise of any right, power or privilege under this Agreement
preclude any other or further exercise of such right, power or privilege or the
exercise of any other right, power or privilege. The rights and remedies under
this Agreement are cumulative, may be exercised singly or concurrently, and are
not exclusive of any rights or remedies that the Administrative Agent would
otherwise have at law or in equity. No notice to or demand on any party hereto
shall entitle such party to any other or further notice or demand in similar or
other circumstances, or constitute a waiver of the right of the party providing
such notice or making such demand to any other or further action in any
circumstances without notice or demand.

                  Section 10.03. POWER OF ATTORNEY. On the Closing Date, each of
the Seller and the Servicer shall execute and deliver a power of attorney
substantially in the form attached hereto as EXHIBIT 10.03 (each, a "POWER OF
Attorney"). The power of attorney granted pursuant to each Power of Attorney is
a power coupled with an interest and shall be irrevocable until all of the
Seller Secured Obligations are indefeasibly paid or otherwise satisfied in full.
The powers conferred on the Administrative Agent under each Power of Attorney
are solely to protect the Purchaser's Liens upon and interests in the Seller
Collateral and shall not impose any duty upon the Administrative Agent to
exercise any such powers. The Administrative Agent shall not be accountable for
any amount other than amounts that it actually receives as a result of the
exercise of such powers and none of the Administrative Agent's officers,
directors, employees, agents or representatives shall be responsible to the
Seller or the Servicer for any act or failure to act, except in respect of
damages attributable solely to their own gross negligence or willful misconduct
as finally determined by a court of competent jurisdiction.

                  Section 10.04. CONTINUING SECURITY INTEREST. This Agreement
shall create a continuing Lien in the Seller Collateral until the conditions to
the release of the Liens of the Purchaser and the Administrative Agent thereon
set forth in SECTION 6.07(B) have been satisfied.

                                  ARTICLE XI.

                          SUCCESSOR SERVICER PROVISIONS

                  Section 11.01. SERVICER NOT TO RESIGN. The Servicer shall not
resign from the obligations and duties hereby imposed on it except upon a
determination that (a) the performance

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<PAGE>

of its duties hereunder has become impermissible under applicable law or
regulation and (b) there is no reasonable action that the Servicer could take to
make the performance of its duties hereunder become permissible under applicable
law. Any such determination shall (i) with respect to CLAUSE (A) above, be
evidenced by an opinion of counsel to such effect and (ii) with respect to
CLAUSE (B) above, be evidenced by an Officer's Certificate to such effect, in
each case delivered to the Purchaser and the Administrative Agent. No such
resignation shall become effective until a Successor Servicer shall have assumed
the responsibilities and obligations of the Servicer in accordance with SECTION
11.02.

                  Section 11.02. APPOINTMENT OF THE SUCCESSOR SERVICER. In
connection with the termination of the Servicer's responsibilities or the
resignation by the Servicer under this Agreement pursuant to SECTIONS 9.02 or
11.01, the Administrative Agent shall (a) succeed to and assume all of the
Servicer's responsibilities, rights, duties and obligations as Servicer (but not
in any other capacity, it being specifically understood that the Administrative
Agent shall not assume any of the obligations of the Servicer set forth in
SECTION 12.02) under this Agreement (and except that the Administrative Agent
makes no representations and warranties pursuant to SECTION 4.02) and (b) may at
any time appoint a successor servicer to the Servicer that shall be acceptable
to the Administrative Agent, that shall have satisfied the Rating Agency
Condition in respect thereof and shall succeed to all rights and assume all of
the responsibilities, duties and liabilities of the Servicer under this
Agreement (the Administrative Agent, in such capacity, or such successor
servicer being referred to as the "SUCCESSOR Servicer"); PROVIDED, that the
Successor Servicer shall have no responsibility for any actions of the Servicer
prior to the date of its appointment or assumption of duties as Successor
Servicer. In selecting a Successor Servicer, the Administrative Agent may obtain
bids from any potential Successor Servicer and may agree to any bid it deems
appropriate. The Successor Servicer shall accept its appointment by executing,
acknowledging and delivering to the Administrative Agent an instrument in form
and substance acceptable to the Administrative Agent.

                  Section 11.03. DUTIES OF THE SERVICER. The Servicer covenants
and agrees that, following the appointment of, or assumption of duties by, a
Successor Servicer:

                  (a) The Servicer shall terminate its activities as Servicer
hereunder in a manner that facilitates the transfer of servicing duties to the
Successor Servicer and is otherwise acceptable to each Purchaser and the
Administrative Agent and, without limiting the generality of the foregoing,
shall timely deliver (i) any funds to the Administrative Agent that were
required to be remitted to the Administrative Agent for deposit in the
Collection Account and (ii) all Servicing Records and other information with
respect to the Transferred Receivables to the Successor Servicer at a place
selected by the Successor Servicer. The Servicer shall account for all funds and
shall execute and deliver such instruments and do such other things as may be
required to vest and confirm in the Successor Servicer all rights, powers,
duties, responsibilities, obligations and liabilities of the Servicer.

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<PAGE>

                  (b) The Servicer shall terminate each existing Sub-Servicing
Agreement and the Successor Servicer shall not be deemed to have assumed any of
the Servicer's interests therein or to have replaced the Servicer as a party
thereto.

                  Section 11.04. EFFECT OF TERMINATION OR RESIGNATION. Any
termination of or resignation by the Servicer hereunder shall not affect any
claims that the Seller, the Purchasers, or the Administrative Agent may have
against the Servicer for events or actions taken or not taken by the Servicer
arising prior to any such termination or resignation.

                                  ARTICLE XII.

                                 INDEMNIFICATION

                  Section 12.01. INDEMNITIES BY THE SELLER.

                  (a) Without limiting any other rights that the Conduit
Purchaser, the Committed Purchaser, the Administrative Agent, the Collateral
Agent, the Liquidity Agent, any Liquidity Lender, the Letter of Credit Agent or
any Letter of Credit Provider or any of their respective officers, directors,
employees, attorneys, agents or representatives (each, an "INDEMNIFIED PERSON")
may have hereunder or under applicable law, the Seller hereby agrees to
indemnify and hold harmless each Indemnified Person from and against any and all
Indemnified Amounts that may be claimed or asserted against or incurred by any
such Indemnified Person in connection with or arising out of the transactions
contemplated under this Agreement or under any other Related Document or any
actions or failures to act in connection therewith, including any and all legal
costs and expenses arising out of or incurred in connection with disputes
between or among any parties to any of the Related Documents; PROVIDED, that the
Seller shall not be liable for any indemnification to a Indemnified Person to
the extent that any such Indemnified Amount (x) results from (i) with respect to
any Indemnified Person other than the Conduit Purchaser, such Indemnified
Person's gross negligence or (ii) with respect to any Indemnified Person, such
Indemnified Person's willful misconduct, in each case as finally determined by a
court of competent jurisdiction or (y) constitutes recourse for uncollectible or
uncollected Transferred Receivables. Without limiting the generality of the
foregoing, the Seller shall pay on demand to each Indemnified Person any and all
Indemnified Amounts relating to or resulting from:

                      (i) reliance on any representation or warranty made or
         deemed made by the Seller (or any of its officers) under or in
         connection with this Agreement or any other Related Document or on any
         other information delivered by the Seller pursuant hereto or thereto
         that shall have been incorrect in any material respect when made or
         deemed made or delivered;

                      (ii) the failure by the Seller to comply with any term,
         provision or covenant contained in this Agreement, any other Related
         Document or any agreement executed in connection herewith or therewith,
         any applicable law, rule or regulation with

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<PAGE>

         respect to any Transferred Receivable or the Contract therefor, or the
         nonconformity of any Transferred Receivable or the Contract therefor
         with any such applicable law, rule or regulation; or

                      (iii) (1) the failure to vest and maintain vested in the
         Seller or the Purchasers valid and properly perfected title to and sole
         record and beneficial ownership of the Receivables that constitute
         Transferred Receivables, together with all Collections in respect
         thereof, free and clear of any Adverse Claim, (2) the failure to
         maintain or transfer to the Purchasers a first, priority, perfected
         Lien in the Seller Collateral and (3) the failure to maintain or
         transfer to the Administrative Agent a first priority, perfected Lien
         therein;

                      (iv) any dispute, claim, offset or defense of any Obligor
         (other than its discharge in bankruptcy to the payment of any
         Transferred Receivable that is the subject of a Purchase hereunder
         (including a defense based on such Transferred Receivable or the
         Contract therefor not being a legal, valid and binding obligation of
         such Obligor enforceable against it in accordance with its terms), or
         any other claim resulting from the sale of the merchandise or services
         giving rise to such Transferred Receivable or the furnishing of or
         failure to furnish such merchandise or services or relating to
         collection activities with respect to such Transferred Receivable (if
         such collection activities were performed by any of its Affiliates
         acting as Servicer), except to the extent that such dispute, claim,
         offset or defense results solely from any action or inaction on the
         part of any Indemnified Person;

                      (v) any products liability claim or other claim arising
         out of or in connection with merchandise, insurance or services that is
         the subject of any Contract with respect to any Transferred Receivable;

                      (vi) the commingling of Collections with respect to
         Transferred Receivables by the Seller at any time with its other funds
         or the funds of any other Person;

                      (vii) any failure by the Seller to cause the filing of,
         or any delay in filing, financing statements or other similar
         instruments or documents under the UCC of any applicable jurisdiction
         or any other applicable laws with respect to any Transferred Receivable
         that is the subject of a Purchase hereunder, whether at the time of any
         such Purchase or at any subsequent time; or

                      (viii) any failure of a Lockbox Account Bank or a
         Concentration Account Bank to comply with the terms of the applicable
         Lockbox Account Agreement.

                  (b) Any Indemnified Amounts subject to the indemnification
provisions of this SECTION 12.01 not paid in accordance with ARTICLE VI shall be
paid by the Seller to the Indemnified Person entitled thereto within five
Business Days following demand therefor.

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<PAGE>

                  Section 12.02. INDEMNITIES BY THE SERVICER.

                  (a) Without limiting any other rights that an Indemnified
Person may have hereunder or under applicable law, the Servicer hereby agrees to
indemnify and hold harmless each Indemnified Person from and against any and all
Indemnified Amounts that may be claimed or asserted against or incurred by any
such Indemnified Person in connection with or arising out of any breach by the
Servicer of its obligations hereunder or under any other Related Document;
PROVIDED, that the Servicer shall not be liable for any indemnification to an
Indemnified Person to the extent that any such Indemnified Amount (x) results
solely from (i) with respect to any Indemnified Person other than the Conduit
Purchaser, such Indemnified Person's gross negligence or (ii) with respect to
any Indemnified Person, such Indemnified Person's willful misconduct, in each
case as finally determined by a court of competent jurisdiction, or (y)
constitutes recourse for uncollectible or uncollected Transferred Receivables.
Without limiting the generality of the foregoing, the Servicer shall pay on
demand to each Indemnified Person any and all Indemnified Amounts relating to or
resulting from:

                      (i) reliance on any representation or warranty made or
         deemed made by the Servicer (or any of its officers) under or in
         connection with this Agreement or any other Related Document or on any
         other information delivered by the Servicer pursuant hereto or thereto
         that shall have been incorrect in any material respect when made or
         deemed made or delivered;

                      (ii) the failure by the Servicer to comply with any term,
         provision or covenant contained in this Agreement, any other Related
         Document or any agreement executed in connection herewith or therewith,
         any applicable law, rule or regulation with respect to any Transferred
         Receivable or the Contract therefor, or the nonconformity of any
         Transferred Receivable or the Contract therefor with any such
         applicable law, rule or regulation;

                      (iii) the imposition of any Adverse Claim with respect to
         any Transferred Receivable or the Seller Collateral as a result of any
         action taken by the Servicer; or

                      (iv) the commingling of Collections with respect to
         Transferred Receivables by the Servicer at any time with its other
         funds or the funds of any other Person.

                  (b) Any Indemnified Amounts subject to the indemnification
provisions of this SECTION 12.02 not paid in accordance with ARTICLE VI shall be
paid by the Servicer to the Indemnified Person entitled thereto within five
Business Days following demand therefor.

Section 12.03. LIMITATION OF DAMAGES; INDEMNIFIED PERSONS. NO INDEMNIFIED PERSON
SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT OR ANY OTHER
RELATED DOCUMENT, ANY

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<PAGE>

SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER
PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE,
EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY BE ALLEGED AS A RESULT OF ANY
TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

                                 ARTICLE XIII.

                                      AGENT

                  Section 13.01. AUTHORIZATION AND ACTION.

                  (a) The Administrative Agent may take such action and carry
out such functions under this Agreement as are authorized to be performed by it
pursuant to the terms of this Agreement, any other Related Document or otherwise
contemplated hereby or thereby or are reasonably incidental thereto; PROVIDED,
that the duties of the Administrative Agent hereunder shall be determined solely
by the express provisions of this Agreement, and, other than the duties set
forth in SECTION 13.02, any permissive right of the Administrative Agent
hereunder shall not be construed as a duty.

                  Section 13.02. RELIANCE. None of the Administrative Agent, any
of its Affiliates or any of their respective directors, officers, agents or
employees shall be liable for any action taken or omitted to be taken by any of
them under or in connection with this Agreement or the other Related Documents,
except for damages solely caused by its or their own gross negligence or willful
misconduct as finally determined by a court of competent jurisdiction. Without
limiting the generality of the foregoing, and notwithstanding any term or
provision hereof to the contrary, the Seller, the Servicer, the Conduit
Purchaser and the Committed Purchaser hereby acknowledge and agree that the
Administrative Agent (a) acts as agent hereunder for the Conduit Purchaser and
the Committed Purchaser and has no duties or obligations to, shall incur no
liabilities or obligations to, and does not act as an agent in any capacity for,
the Seller (other than, with respect to the Administrative Agent, under the
Power of Attorney with respect to remedial actions) or the Originators, (b) may
consult with legal counsel, independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be
taken by it in good faith in accordance with the advice of such counsel,
accountants or experts, (c) makes no representation or warranty hereunder to any
Affected Party and shall not be responsible to any such Person for any
statements, representations or warranties made in or in connection with this
Agreement or the other Related Documents, (d) shall not have any duty to
ascertain or to inquire as to the performance or observance of any of the terms,
covenants or conditions of this Agreement, or the other Related Documents on the
part of the Seller, the Servicer, the Conduit Purchaser or the Committed
Purchaser or to inspect the property (including the books and records) of the
Seller, the Servicer, the Conduit Purchaser or the Committed Purchaser, (e)
shall not be responsible to the Seller, the Servicer or any Purchaser for the
due execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or the other Related Documents or any other instrument
or document furnished pursuant hereto

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<PAGE>

or thereto, (f) shall incur no liability under or in respect of this Agreement
or the other Related Documents by acting upon any notice, consent, certificate
or other instrument or writing believed by it to be genuine and signed, sent or
communicated by the proper party or parties and (g) shall not be bound to make
any investigation into the facts or matters stated in any notice or other
communication hereunder and may rely on the accuracy of such facts or matters.
Notwithstanding the foregoing, the Administrative Agent acknowledges that it has
a duty to transfer funds between and among the Accounts and the Collection
Account, and make investments of funds on deposit in the Retention Account, in
accordance with ARTICLE VI and the instructions of the Servicer.

                  Section 13.03. GE CAPITAL AND AFFILIATES. GE Capital and its
Affiliates may generally engage in any kind of business with any Obligor, the
Originators, the Seller, the Servicer, the Conduit Purchaser or the Committed
Purchaser, any of their respective Affiliates and any Person who may do business
with or own securities of such Persons or any of their respective Affiliates,
all as if GE Capital were not the Administrative Agent and without the duty to
account therefor to any Obligor, any Originator, the Seller, the Servicer, any
Purchaser or any other Person.

                                  ARTICLE XIV.

                                  MISCELLANEOUS

                  Section 14.01. NOTICES. Except as otherwise provided herein,
whenever it is provided herein that any notice, demand, request, consent,
approval, declaration or other communication shall or may be given to or served
upon any of the parties by any other parties, or whenever any of the parties
desires to give or serve upon any other parties any communication with respect
to this Agreement, each such notice, demand, request, consent, approval,
declaration or other communication shall be in writing and shall be deemed to
have been validly served, given or delivered (a) upon the earlier of actual
receipt and three Business Days after deposit in the United States Mail,
registered or certified mail, return receipt requested, with proper postage
prepaid, (b) upon transmission, when sent by facsimile (with such facsimile
promptly confirmed by delivery of a copy by personal delivery or United States
Mail as otherwise provided in this SECTION 14.01), (c) one Business Day after
deposit with a reputable overnight courier with all charges prepaid or (d) when
delivered, if hand-delivered by messenger, all of which shall be addressed to
the party to be notified and sent to the address or facsimile number set forth
under its name on the signature page hereof or to such other address (or
facsimile number) as may be substituted by notice given as herein provided. The
giving of any notice required hereunder may be waived in writing by the party
entitled to receive such notice. Failure or delay in delivering copies of any
notice, demand, request, consent, approval, declaration or other communication
to any Person (other than the Conduit Purchaser, the Committed Purchaser and the
Administrative Agent) designated in any written notice provided hereunder to
receive copies shall in no way adversely affect the effectiveness of such
notice, demand, request, consent, approval, declaration or other communication.
Notwithstanding the foregoing, whenever it is provided herein that a notice is
to be given to any other party hereto by a specific time, such notice shall only
be

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<PAGE>

effective if actually received by such party prior to such time, and if such
notice is received after such time or on a day other than a Business Day, such
notice shall only be effective on the immediately succeeding Business Day.

                  Section 14.02. BINDING EFFECT; ASSIGNABILITY.

                  (a) This Agreement shall be binding upon and inure to the
benefit of the Seller, the Servicer, the Conduit Purchaser, the Committed
Purchaser and the Administrative Agent and their respective successors and
permitted assigns. Neither the Seller nor the Servicer may assign, transfer,
hypothecate or otherwise convey any of their respective rights or obligations
hereunder or interests herein without the express prior written consent of the
Conduit Purchaser, the Committed Purchaser and the Administrative Agent and
unless the Rating Agency Condition shall have been satisfied with respect to any
such assignment. Any such purported assignment, transfer, hypothecation or other
conveyance by the Seller or the Servicer without the prior express written
consent of the Conduit Purchaser, the Committed Purchaser and the Administrative
Agent shall be void.

                  (b) The Conduit Purchaser, the Committed Purchaser or the
Administrative Agent may, at any time, assign any of its rights and obligations
hereunder or interests herein to any Person which has a short-term debt rating
of at least A-1 by S&P and P-1 by Moody's, and any such assignee may further
assign at any time its rights and obligations hereunder or interests herein
(including any rights it may have in and to the Purchaser Interests and the
Seller Collateral and any rights it may have to exercise remedies hereunder), in
each case without the consent of any Originator, the Seller or the Servicer. The
Seller acknowledges and agrees that, upon any such assignment, the assignee
thereof may enforce directly, without joinder of any Purchaser, all of the
obligations of the Seller hereunder.

                  (c) The Seller hereby acknowledges that in accordance with the
provisions of the LAPA, on the day of the Committed Purchaser Funding Event, (A)
the Liquidity Lenders may purchase from the Conduit Purchaser all or any part of
the Purchaser Interests sold by the Seller hereunder on each Purchase Date prior
to the Committed Purchaser Funding Event, and (B) the Conduit Purchaser may
assign all or any part of its rights and interest in the Seller Collateral to
the Liquidity Lenders.

                  Section 14.03. TERMINATION; SURVIVAL OF SELLER SECURED
OBLIGATIONS UPON FACILITY TERMINATION DATE.

                  (a) This Agreement shall create and constitute the continuing
obligations of the parties hereto in accordance with its terms, and shall remain
in full force and effect until the Termination Date.

                  (b) Except as otherwise expressly provided herein or in any
other Related Document, no termination or cancellation (regardless of cause or
procedure) of any commitment made by any Affected Party under this Agreement
shall in any way affect or impair the

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<PAGE>

obligations, duties and liabilities of the Seller or the rights of any Affected
Party relating to any unpaid portion of the Seller Secured Obligations, due or
not due, liquidated, contingent or unliquidated or any transaction or event
occurring prior to such termination, or any transaction or event, the
performance of which is required after the Facility Termination Date. Except as
otherwise expressly provided herein or in any other Related Document, all
undertakings, agreements, covenants, warranties and representations of or
binding upon the Seller or the Servicer, and all rights of any Affected Party
hereunder, all as contained in the Related Documents, shall not terminate or
expire, but rather shall survive any such termination or cancellation and shall
continue in full force and effect until the Termination Date; PROVIDED, that the
rights and remedies provided for herein with respect to any breach of any
representation or warranty made by the Seller or the Servicer pursuant to
ARTICLE IV, the indemnification and payment provisions of ARTICLE XII and
SECTIONS 14.04, 14.05 and 14.06 shall be continuing and shall survive the
Termination Date.

                  Section 14.04. COSTS, EXPENSES AND TAXES. (a) The Servicer, as
part of its duties and obligations for which it receives the Servicer Fee, shall
reimburse each Purchaser and the Administrative Agent for all out-of-pocket
expenses incurred in connection with the negotiation and preparation of this
Agreement and the other Related Documents (including the fees and expenses of
all of its special counsel, advisors, consultants and auditors retained in
connection with the transactions contemplated thereby and advice in connection
therewith). The Seller shall reimburse the Conduit Purchaser, the Committed
Purchaser and the Administrative Agent for all fees, costs and expenses,
including the fees, costs and expenses of counsel or other advisors (including
environmental and management consultants and appraisers) for advice, assistance,
or other representation in connection with:

                      (i) the forwarding to the Seller or any other Person on
         behalf of the Seller by any Purchaser of any payments for Purchases
         made by it hereunder;

                      (ii) any amendment, modification or waiver of, consent
         with respect to, or termination of this Agreement or any of the other
         Related Documents or advice in connection with the administration
         thereof or their respective rights hereunder or thereunder;

                      (iii) any Litigation, contest or dispute (whether
         instituted by the Seller, the Conduit Purchaser, the Committed
         Purchaser, the Administrative Agent or any other Person as a party,
         witness, or otherwise) in any way relating to the Seller Collateral,
         any of the Related Documents or any other agreement to be executed or
         delivered in connection herewith or therewith, including any
         Litigation, contest, dispute, suit, case, proceeding or action, and any
         appeal or review thereof, in connection with a case commenced by or
         against the Seller or any other Person that may be obligated to the
         Purchaser or the Administrative Agent by virtue of the Related
         Documents, including any such Litigation, contest, dispute, suit,
         proceeding or action arising in connection with any work-out or
         restructuring of the transactions contemplated hereby during the
         pendency of one or more Termination Events;

                                       60

<PAGE>

                      (iv) any attempt to enforce any remedies of the Conduit
         Purchaser, the Committed Purchaser or the Administrative Agent against
         the Seller or any other Person that may be obligated to them by virtue
         of any of the Related Documents, including any such attempt to enforce
         any such remedies in the course of any work-out or restructuring of the
         transactions contemplated hereby during the pendency of one or more
         Termination Events;

                      (v) any work-out or restructuring of the transactions
         contemplated hereby during the pendency of one or more Termination
         Events; and

                      (vi) efforts to (A) monitor the Purchases or any of the
         Seller Secured Obligations, (B) evaluate, observe or assess the
         Originators, the Seller or the Servicer or their respective affairs,
         and (C) verify, protect, evaluate, assess, appraise, collect, sell,
         liquidate or otherwise dispose of any of the Seller Collateral;

including all attorneys' and other professional and service providers' fees
arising from such services, including those in connection with any appellate
proceedings, and all expenses, costs, charges and other fees incurred by such
counsel and others in connection with or relating to any of the events or
actions described in this SECTION 14.04, all of which shall be payable, on
demand, by the Seller to the Conduit Purchaser, the Committed Purchaser or the
Administrative Agent, as applicable. Without limiting the generality of the
foregoing, such expenses, costs, charges and fees may include: fees, costs and
expenses of accountants, attorneys, environmental advisors, appraisers,
investment bankers, management and other consultants and paralegals; court costs
and expenses; photocopying and duplication expenses; court reporter fees, costs
and expenses; long distance telephone charges; air express charges; telegram or
facsimile charges; secretarial overtime charges; and expenses for travel,
lodging and food paid or incurred in connection with the performance of such
legal or other advisory services.

                  (b) In addition, the Seller shall pay on demand any and all
stamp, sales, excise and other taxes (excluding franchise and income taxes) and
fees payable or determined to be payable in connection with the execution,
delivery, filing or recording of this Agreement or any other Related Document,
and the Seller agrees to indemnify and save each Indemnified Person harmless
from and against any and all liabilities with respect to or resulting from any
delay or failure to pay such taxes and fees.

                  Section 14.05. CONFIDENTIALITY.

                  (a) Except to the extent otherwise required by applicable law,
as required to be filed publicly with the Securities and Exchange Commission, or
unless the Administrative Agent shall otherwise consent in writing, the Seller
and the Servicer each agrees to maintain the confidentiality of this Agreement
(and all drafts hereof and documents ancillary hereto) in its communications
with third parties other than any Affected Party or any Indemnified Person and
otherwise and not to disclose, deliver or otherwise make available to any third
party (other than its directors, officers, employees, accountants or counsel)
the original or any copy of all or any

                                       61

<PAGE>

part of this Agreement (or any draft hereof and documents ancillary hereto)
except to an Affected Party or an Indemnified Person.

                  (b) The Seller and the Servicer each agrees that it shall not
(and shall not permit any of its Subsidiaries to) issue any news release or make
any public announcement pertaining to the transactions contemplated by this
Agreement and the other Related Documents without the prior written consent of
the Conduit Purchaser, the Committed Purchaser and the Administrative Agent
(which consent shall not be unreasonably withheld) unless such news release or
public announcement is required by law, in which case the Seller or the
Servicer, as applicable, shall consult with the Conduit Purchaser, the Committed
Purchaser and the Administrative Agent prior to the issuance of such news
release or public announcement. The Seller may, however, disclose the general
terms of the transactions contemplated by this Agreement and the other Related
Documents to trade creditors, suppliers and other similarly-situated Persons so
long as such disclosure is not in the form of a news release or public
announcement.

                  Section 14.06. NO PROCEEDINGS. Each of the Seller and the
Servicer hereby agrees that, from and after the Closing Date and until the date
one year plus one day following the date on which the Commercial Paper with the
latest maturity has been indefeasibly paid in full in cash, it will not,
directly or indirectly, institute or cause to be instituted against the Conduit
Purchaser or the Committed Purchaser any proceeding of the type referred to in
SECTIONS 9.01(C) and 9.01(D). This SECTION 14.06 shall survive the termination
of this Agreement.

                  Section 14.07. COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT.
This Agreement and the other Related Documents constitute the complete agreement
among the parties hereto with respect to the subject matter here of and thereof,
supersede all prior agreements and understandings relating to the subject matter
hereof and thereof, and may not be modified, altered or amended except as set
forth in SECTION 14.08.

                  Section 14.08. AMENDMENTS AND WAIVERS. No amendment,
modification, termination or waiver of any provision of this Agreement or any of
the other Related Documents, or any consent to any departure by the Seller or
the Servicer therefrom, shall in any event be effective unless the same shall be
in writing and signed by each of the parties hereto or thereto and by the
Collateral Agent; PROVIDED, that (i) the Administrative Agent shall notify each
of the Rating Agencies concurrently with the execution of any amendment to any
provision of this Agreement or any of the other Related Documents, and (ii) it
shall be a condition precedent to the effectiveness of any material amendment to
any provision of this Agreement or any of the other Related Documents that the
Rating Agency Condition shall have been satisfied in respect thereof.

                  Section 14.09. NO WAIVER; REMEDIES. The failure by the Conduit
Purchaser, the Committed Purchaser or the Administrative Agent, at any time or
times, to require strict performance by the Seller or the Servicer of any
provision of this Agreement or any Purchase Assignment shall not waive, affect
or diminish any right of any Purchaser or the Administrative

                                       62

<PAGE>

Agent thereafter to demand strict compliance and performance herewith or
therewith. Any suspension or waiver of any breach or default hereunder shall not
suspend, waive or affect any other breach or default whether the same is prior
or subsequent thereto and whether the same or of a different type. None of the
undertakings, agreements, warranties, covenants and representations of the
Seller or the Servicer contained in this Agreement or any Purchase Assignment,
and no breach or default by the Seller or the Servicer hereunder or thereunder,
shall be deemed to have been suspended or waived by any Purchaser or the
Administrative Agent unless such waiver or suspension is by an instrument in
writing signed by an officer of or other duly authorized signatory of the
Conduit Purchaser, the Committed Purchaser, the Collateral Agent and the
Administrative Agent and directed to the Seller or the Servicer, as applicable,
specifying such suspension or waiver. The rights and remedies of the Conduit
Purchaser, the Committed Purchaser, the Collateral Agent and the Administrative
Agent under this Agreement shall be cumulative and nonexclusive of any other
rights and remedies that the Conduit Purchaser, the Committed Purchaser, the
Collateral Agent and the Administrative Agent may have under any other
agreement, including the other Related Documents, by operation of law or
otherwise. Recourse to the Seller Collateral shall not be required.

                  Section 14.10. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER
OF JURY TRIAL.

                  (a) THIS AGREEMENT AND EACH OTHER RELATED DOCUMENT (EXCEPT TO
THE EXTENT THAT ANY RELATED DOCUMENT EXPRESSLY PROVIDES TO THE CONTRARY) AND THE
OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL IN ALL RESPECTS, INCLUDING
ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
(INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES) EXCEPT TO THE EXTENT THAT THE PERFECTION,
EFFECT OF PERFECTION OR PRIORITY OF THE INTERESTS OF THE ADMINISTRATIVE AGENT IN
THE RECEIVABLES OR REMEDIES HEREUNDER OR THEREUNDER, IN RESPECT THEREOF, ARE
GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK, AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

                  (b) EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE
STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY
SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES
BETWEEN THEM PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT; PROVIDED, THAT EACH
PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE
HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY;

                                       63

<PAGE>

PROVIDED FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO
PRECLUDE ANY PURCHASER OR THE ADMINISTRATIVE AGENT FROM BRINGING SUIT OR TAKING
OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE SELLER COLLATERAL
OR ANY OTHER SECURITY FOR THE SELLER SECURED OBLIGATIONS, OR TO ENFORCE A
JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE CONDUIT PURCHASER, THE COMMITTED
PURCHASER OR THE ADMINISTRATIVE AGENT. EACH PARTY HERETO SUBMITS AND CONSENTS IN
ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT,
AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED
UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND
HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF
THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT THE ADDRESS SET FORTH
BENEATH ITS NAME ON THE SIGNATURE PAGES HEREOF AND THAT SERVICE SO MADE SHALL BE
DEEMED COMPLETED UPON SUCH PARTY'S RECEIPT THEREOF. EACH PARTY HERETO AGREES
THAT "RECEIPT" OF ANY SUCH SUMMONS, COMPLAINT OR OTHER SERVICE OF PROCESS MAY BE
EVIDENCED, WITHOUT LIMITATION, BY ANY OF THE FOLLOWING: 1) CONFIRMATION OF
DELIVERY IN ANY FORM ISSUED BY THE UNITED STATES POSTAL SERVICE, 2) A DELIVERY
CONFIRMATION IN THE FORM PROVIDED BY ANY NATIONALLY RECOGNIZED COURIER SERVICE
OR 3) A RECEIPT SIGNED BY ANY EMPLOYEE, OFFICER, DIRECTOR OR INDEPENDENT
CONTRACTOR OF THE PERSON RECEIVING SUCH NOTICE PHYSICALLY PRESENT AT THE ADDRESS
SET FORTH BENEATH ITS NAME ON THE SIGNATURE PAGES HERETO. NOTHING IN THIS
SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW.

                  (c) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX
FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL
LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR
DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO
ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR

                                       64

<PAGE>

INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY.

                  Section 14.11. COUNTERPARTS. This Agreement may be executed in
any number of separate counterparts, each of which shall collectively and
separately constitute one agreement.

                  Section 14.12. SEVERABILITY. Wherever possible, each provision
of this Agreement shall be interpreted in such a manner as to be effective and
valid under applicable law, but if any provision of this Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

                  Section 14.13. SECTION TITLES. The section titles and table of
contents contained in this Agreement are and shall be without substantive
meaning or content of any kind whatsoever and are not a part of the agreement
between the parties hereto.

                  Section 14.14. LIMITED RECOURSE. The obligations of the
Conduit Purchaser and the Committed Purchaser under this Agreement and all
Related Documents are solely the corporate obligations of each such Purchaser.
No recourse shall be had for the payment of any amount owing in respect of
Purchases or for the payment of any fee hereunder or any other obligation or
claim arising out of or based upon this Agreement or any other Related Document
against any Stockholder, employee, officer, director, agent or incorporator of
such Purchaser. Any accrued obligations owing by the Conduit Purchaser or the
Committed Purchaser under this Agreement shall be payable by such Purchaser
solely to the extent that funds are available therefor from time to time in
accordance with the provisions of ARTICLE VI of this Agreement, and, with
respect to the Conduit Purchaser, in accordance with ARTICLE VI of the
Collateral Agent Agreement (and such accrued obligations shall not be
extinguished until paid in full). The Conduit Purchaser shall not, and shall not
be obligated to, pay any amount pursuant to the Related Documents unless (i) the
Conduit Purchaser has received funds which may be used to make such payment
pursuant to the Program Documents, and (ii) after giving effect to such payment,
either (A) the Conduit Purchaser could issue Commercial Paper to refinance all
outstanding Commercial Paper (assuming such outstanding Commercial Paper matured
at such time) without violating the Program Documents, or (B) all Commercial
Paper is paid in full. Any amount which the Conduit Purchaser does not pay
pursuant to the operation of the preceding sentence shall not constitute a claim
(as defined in Section 101 of the Bankruptcy Code) against or an obligation of
the Conduit Purchaser for any insufficiency unless and until the Conduit
Purchaser satisfies the provisions of such preceding sentence. This SECTION
14.14 shall survive the termination of this Agreement.

                  Section 14.15. FURTHER ASSURANCES.

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<PAGE>

                  (a) Each of the Seller and the Servicer shall, at its sole
cost and expense, upon request of the Conduit Purchaser, the Committed Purchaser
or the Administrative Agent, promptly and duly execute and deliver any and all
further instruments and documents and take such further action that may be
necessary or desirable or that the Conduit Purchaser, the Committed Purchaser or
the Administrative Agent may request to (i) perfect, protect, preserve, continue
and maintain fully the Purchases made and the right, title and interests
(including Liens) granted to such Purchaser under this Agreement, (ii) enable
the Conduit Purchaser, the Committed Purchaser or the Administrative Agent to
exercise and enforce its rights under this Agreement or any of the other Related
Documents or (iii) otherwise carry out more effectively the provisions and
purposes of this Agreement or any other Related Document. Without limiting the
generality of the foregoing, the Seller shall, upon request of the Conduit
Purchaser and the Committed Purchaser or the Administrative Agent, (A) execute
and file such financing or continuation statements, or amendments thereto or
assignments thereof, and such other instruments or notices that may be necessary
or desirable or that the Purchasers or the Administrative Agent may request to
perfect, protect and preserve the Purchases made and the Liens granted pursuant
to this Agreement, free and clear of all Adverse Claims, (B) mark, or cause the
Servicer to mark, each Contract evidencing each Transferred Receivable with the
legend set forth in SECTION 7.07(A), (C) mark, or cause the Servicer to mark,
its master data processing records evidencing such Transferred Receivables with
such legend and (D) notify or cause the Servicer to notify Obligors of the sale
of undivided percentage ownership interests in the Transferred Receivables
effected hereunder.

                  (b) Without limiting the generality of the foregoing, the
Seller hereby authorizes the Conduit Purchaser, the Committed Purchaser and the
Administrative Agent, and each of the Conduit Purchaser and the Committed
Purchaser hereby authorizes the Administrative Agent, to file one or more
financing or continuation statements, or amendments thereto or assignments
thereof, relating to all or any part of the Transferred Receivables, including
Collections with respect thereto, or the Seller Collateral without the signature
of the Seller or, as applicable, the Conduit Purchaser or the Committed
Purchaser, as applicable, to the extent permitted by applicable law. A carbon,
photographic or other reproduction of this Agreement or of any notice or
financing statement covering the Transferred Receivables, the Seller Collateral
or any part thereof shall be sufficient as a notice or financing statement where
permitted by law.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>

                  IN WITNESS WHEREOF, the parties have caused this Receivables
Purchase and Servicing Agreement to be executed by their respective officers
thereunto duly authorized, as of the date first above written.

                       EAGLE-PICHER FUNDING CORPORATION,
                       as the Seller


                       By
                          -------------------------------------------
                       Name:
                       Title:


                       ADDRESS:



                       EAGLE-PICHER INDUSTRIES, INC., as the Servicer


                       By
                          -------------------------------------------
                       Name:
                       Title:

                       ADDRESS:





<PAGE>


                       REDWOOD RECEIVABLES CORPORATION, as the Conduit Purchaser


                       By
                          -------------------------------------------
                       Name:
                       Title: Assistant Secretary

                       ADDRESS:
                       c/o General Electric Capital Corporation
                       3001 Summer Street, 2nd Floor
                       Stamford, Connecticut 06927
                       Telephone: (203) 602-9330
                       Facsimile: (203) 961-2953


                       GENERAL ELECTRIC CAPITAL CORPORATION,
                       as Committed Purchaser


                       By
                          -------------------------------------------
                       Name:
                       Title:   Duly Authorized Signatory

                       ADDRESS:
                       201 High Ridge Road
                       Stamford, Connecticut 06927
                       Attention: Vice President - Portfolio/Eagle-Picher
                       Telephone: (203) 316-
                                            ----
                       Facsimile: (203) 316-7821


<PAGE>


                       GENERAL ELECTRIC CAPITAL CORPORATION,
                       as Administrative Agent



                       By
                          -------------------------------------------
                       Name:
                       Title:   Duly Authorized Signatory

                       ADDRESS:
                       201 High Ridge Road
                       Stamford, Connecticut 06927
                       Attention: Vice President - Portfolio/Eagle-Picher
                       Telephone: (203) 316-
                                            ----
                       Facsimile: (203) 316-7821



                       ACKNOWLEDGED AND AGREED:

                       GENERAL ELECTRIC CAPITAL CORPORATION,
                       as Collateral Agent


                       By
                          -------------------------------------------
                       Name:
                       Title:   Duly Authorized Signatory

                       Address:
                       201 High Ridge Road
                       Stamford, Connecticut 06927
                       Attention: Vice President
                       Telephone: (203) 316-
                                            ----
                       Facsimile: (203) 316-7821