Common use of Administration of Receivables Clause in Contracts

Administration of Receivables. (a) Consistent with the Company's ownership of the Purchased Receivables of the Originator, the Company shall have all rights to and shall be solely responsible for servicing, administering and collecting the Purchased Receivables. Until the Company (or the Agent pursuant to the Receivables Loan Agreement) gives contrary notice, the Company hereby appoints Eagle-Picher Industries and its sub-agents as its agent (and as Collection Agent under the terms of the Receivables Loan Agreement) for the servicing, administering and collecting of the Purchased Receivables (the "Servicing Agent"), and the Originator hereby accepts such appointment and agrees to perform such duties in accordance with the applicable terms and conditions of the Receivables Loan Agreement. The Originator hereby further agrees not to voluntarily resign as Servicing Agent. (b) As Servicing Agent, the Originator shall take all actions necessary or advisable to collect each Purchased Receivable with care and diligence and shall perform all other servicing activities related to such Receivables as are required by the Collection Agent pursuant to the Receivables Loan Agreement, including providing reports and other information concerning the Purchased Receivables required to be furnished by the Collection Agent pursuant to the Receivables Loan Agreement and segregating into a separate account all cash, checks and other instruments received by it, in its capacity as Servicing Agent, and, as may be required by the terms of Receivables Loan Agreement, remitting immediately all such Collections thereon to the Company (including the due endorsement or execution of instruments of transfer in the case of checks or other instruments). (c) In consideration for the Originator's services as Servicing Agent, for so long as the Originator performs such duties, the Company shall pay to the Originator a cash fee equal to (x) 0.5% divided by twelve multiplied by (y) the average daily amount of Purchased Receivables for the immediately preceding month, payable on the Monthly Settlement Date for the immediately preceding month. The parties hereto agree such servicing fee is a fair market value fee for the servicing functions required hereby. (d) The Company may replace the Originator as Servicing Agent at any time for any reason and upon such replacement, the Originator shall: (i) on the date each new Purchased Receivable is originated by it, deliver to the Company (or any replacement Servicing Agent appointed by the Company) all Records and evidence of the creation of each Purchased Receivable; (ii) direct all Obligors to make all payments on all Purchased Receivables to the Company (or any replacement Servicing Agent appointed by the Company). (iii) in the case that the Originator receives any such payments on account of a Purchased Receivable, segregate all cash, checks and other instruments received by it and immediately remit all such Collections, duly endorsed or with duly executed instruments of transfer in the case of checks or other instruments, to the Company (or any replacement Collection Agent appointed by the Company). (e) The Originator hereby authorizes the Company (or the Company's agent or assignee, including the Originator in its capacity as Servicing Agent) to notify the Obligors on the Purchased Receivables, or any of them, of the Company's ownership of the Purchased Receivables. The Originator also hereby authorizes the Company (or the Company's agent or assignee, including the Originator in its capacity as Servicing Agent) to notify such Obligors, or any of them, of the Company's assignment of interests in the Purchased Receivables to the Agent, for the benefit of the Lenders, in accordance with the terms of Article III of the Receivables Loan Agreement. (f) The Originator hereby agrees that the Company has the absolute and unlimited right, itself or through its agent (including the Collection Agent under the Receivables Loan Agreement and the Originator in its capacity as Servicing Agent hereunder), to commence and settle any legal action to enforce collection of any Purchased Receivable or to foreclose upon or repossess any portion thereof. (g) The Originator hereby grants to the Company an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of the Originator all steps necessary or advisable to endorse, negotiate or otherwise realize on any item constituting proceeds of any Purchased Receivable. Without limiting the generality of the foregoing, the Originator hereby authorizes the Company to take any and all steps in the name of the Originator and on behalf of the Originator necessary or desirable, in the determination of the Company, to collect any and all amounts or portions thereof due under any and all Purchased Receivables, including endorsing the name of the Originator on checks and other instruments representing Collections thereon and enforcing any such Purchased Receivable. (h) Unless an Obligor otherwise specifies or another application is required by contract or law, any payment received by the Originator from an Obligor shall be applied as a Collection of Purchased Receivables of such Obligor (starting with the oldest such Purchased Receivable) and remitted to the Collection Agent as such. (i) In connection with the creation, servicing, administering and collecting of the Purchased Receivables, the Originator shall exercise the same care and diligence it would exercise in handling similar matters for its own account and will comply at all times and in all material respects with the terms of the Transaction Documents, applicable laws, rules and regulations and good business policies and practices. (j) Prior to exercising, directly or indirectly, any rights provided to the Company with respect to the Obligors, the Company shall provide written notice to the Originator of the Company's intention exercise such rights at least five days prior to the exercise of such rights.

Administration of Receivables. (a) Consistent with the Company's ownership of the Purchased Receivables of the Originator, the Company shall have all rights to and shall be solely responsible for servicing, administering and collecting the Purchased Receivables. Until the Company (or the Agent pursuant to the Receivables Loan Agreement) gives contrary notice, the Company hereby appoints Eagle-Picher Industries and its sub-agents as its agent (and as Collection Agent under the terms of the Receivables Loan Agreement) for the servicing, administering and collecting of the Purchased Receivables (the "Servicing Agent"), and the Originator hereby accepts such appointment and agrees to perform such duties in accordance with the applicable terms and conditions of the Receivables Loan Agreement. The Originator hereby further agrees not to voluntarily resign as Servicing Agent. (b) As Servicing Agent, the Originator shall take all actions necessary or advisable to collect each Purchased Receivable with care and diligence and shall perform all other servicing activities related to such Receivables as are required by the Collection Agent pursuant to the Receivables Loan Agreement, including providing reports and other information concerning the Purchased Receivables required to be furnished by the Collection Agent pursuant to the Receivables Loan Agreement and segregating into a separate account all cash, checks and other instruments received by it, in its capacity as Servicing Agent, and, as may be required by the terms of Receivables Loan Agreement, remitting immediately all such Collections thereon to the Company (including the due endorsement or execution of instruments of transfer in the case of checks or other instruments). (c) In consideration for the Originator's services as Servicing Agent, for so long as the Originator performs such duties, the Company shall pay to the Originator a cash fee equal to (x) 0.5% divided by twelve multiplied by (y) the average daily amount of Purchased Receivables for the immediately preceding month, $500 per month payable on the Monthly Settlement Date for the immediately preceding month. The parties hereto agree such servicing fee is a fair market value fee for the servicing functions required hereby. (d) The Company may replace the Originator as Servicing Agent at any time for any reason and upon such replacement, the Originator shall: (i) on the date each new Purchased Receivable is originated by it, deliver to the Company (or any replacement Servicing Agent appointed by the Company) all Records and evidence of the creation of each Purchased Receivable; (ii) direct all Obligors to make all payments on all Purchased Receivables to the Company (or any replacement Servicing Agent appointed by the Company). (iii) in the case that the Originator receives any such payments on account of a Purchased Receivable, segregate all cash, checks and other instruments received by it and immediately remit all such Collections, duly endorsed or with duly executed instruments of transfer in the case of checks or other instruments, to the Company (or any replacement Collection Agent appointed by the Company). (e) The Originator hereby authorizes the Company (or the Company's agent or assignee, including the Originator in its capacity as Servicing Agent) to notify the Obligors on the Purchased Receivables, or any of them, of the Company's ownership of the Purchased Receivables. The Originator also hereby authorizes the Company (or the Company's agent or assignee, including the Originator in its capacity as Servicing Agent) to notify such Obligors, or any of them, of the Company's assignment of interests in the Purchased Receivables to the Agent, for the benefit of the Lenders, in accordance with the terms of Article III of the Receivables Loan Agreement. (f) The Originator hereby agrees that the Company has the absolute and unlimited right, itself or through its agent (including the Collection Agent under the Receivables Loan Agreement and the Originator in its capacity as Servicing Agent hereunder), to commence and settle any legal action to enforce collection of any Purchased Receivable or to foreclose upon or repossess any portion thereof. (g) The Originator hereby grants to the Company an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of the Originator all steps necessary or advisable to endorse, negotiate or otherwise realize on any item constituting proceeds of any Purchased Receivable. Without limiting the generality of the foregoing, the Originator hereby authorizes the Company to take any and all steps in the name of the Originator and on behalf of the Originator necessary or desirable, in the determination of the Company, to collect any and all amounts or portions thereof due under any and all Purchased Receivables, including endorsing the name of the Originator on checks and other instruments representing Collections thereon and enforcing any such Purchased Receivable. (h) Unless an Obligor otherwise specifies or another application is required by contract or law, any payment received by the Originator from an Obligor shall be applied as a Collection of Purchased Receivables of such Obligor (starting with the oldest such Purchased Receivable) and remitted to the Collection Agent as such. (i) In connection with the creation, servicing, administering and collecting of the Purchased Receivables, the Originator shall exercise the same care and diligence it would exercise in handling similar matters for its own account and will comply at all times and in all material respects with the terms of the Transaction Documents, applicable laws, rules and regulations and good business policies and practices. (j) Prior to exercising, directly or indirectly, any rights provided to the Company with respect to the Obligors, the Company shall provide written notice to the Originator of the Company's intention exercise such rights at least five days prior to the exercise of such rights.

Administration of Receivables. The Borrowers and Borrower Agent shall administer the Receivables in a commercially reasonable manner and consistent in all respects with the terms of this Agreement and the other Loan Documents and the rights of Senior Lender granted hereunder and thereunder. Without limiting any other provisions of the Loan Documents, the obligations of the Borrowers and the Borrower Agent relative to the Receivables shall include, without limitation: (a) Consistent with the Company's ownership Preparation and submission of the Purchased Receivables of the Originator, the Company shall have all rights to and shall be solely responsible for servicing, administering and collecting the Purchased Receivables. Until the Company (or the Agent pursuant to the Receivables Loan Agreement) gives contrary notice, the Company hereby appoints Eagle-Picher Industries and its sub-agents as its agent (and as Collection Agent under the terms of the Receivables Loan Agreement) for the servicing, administering and collecting of the Purchased Receivables (the "Servicing Agent")claims to, and the Originator hereby accepts such appointment and agrees to perform such duties in accordance with the applicable terms and conditions of the Receivables Loan Agreement. The Originator hereby further agrees not to voluntarily resign as Servicing Agent.post-billing liaison with, Obligors; (b) As Servicing Agent, the Originator shall take Arranging for direct remittance of all actions necessary or advisable to collect each Purchased Receivable with care and diligence and shall perform all other servicing activities related to such payments on Receivables as are required by the Collection Agent pursuant to the Receivables Loan Agreement, including providing reports and other information concerning the Purchased Receivables required to be furnished by the Collection Agent pursuant to the Receivables Loan Agreement and segregating into a separate account all cash, checks and other instruments received by it, in its capacity as Servicing Agent, and, as may be required by the terms of Receivables Loan Agreement, remitting immediately all such Collections thereon to the Company (including the due endorsement applicable Lockbox or execution of instruments of transfer in the case of checks or other instruments).Lockbox Account; (c) In consideration Remitting any payments received with respect to Receivables received directly for deposit in the Originator's services as Servicing Agent, for so long as applicable Lockbox or Lockbox Account no later than by the Originator performs Business Day following such duties, the Company shall pay to the Originator a cash fee equal to (x) 0.5% divided by twelve multiplied by (y) the average daily amount of Purchased Receivables for the immediately preceding month, payable on the Monthly Settlement Date for the immediately preceding month. The parties hereto agree such servicing fee is a fair market value fee for the servicing functions required hereby.receipt; (d) The Company may replace Maintaining and implementing administrative and operating procedures (including, without limitation, an ability to re-create records evidencing the Originator as Servicing Agent at any time for any reason and upon such replacement, Receivables in the Originator shall: (i) on the date each new Purchased Receivable is originated by it, deliver to the Company (or any replacement Servicing Agent appointed by the Company) all Records and evidence event of the creation destruction of each Purchased Receivable; (iithe originals thereof) direct and keeping and maintaining all Obligors to make all payments on all Purchased Receivables to the Company (or any replacement Servicing Agent appointed by the Company). (iii) in the case that the Originator receives any such payments on account of a Purchased Receivabledocuments, segregate all cashbooks, checks records and other instruments received by it information reasonably necessary or advisable for the collection of the Receivables (including, without limitation, records adequate to permit the identification of new Receivables and immediately remit all such Collections, duly endorsed or with duly executed instruments Collections of transfer in the case of checks or other instruments, and adjustments to the Company (or any replacement Collection Agent appointed by the Companyexisting Receivables).; (e) The Originator hereby authorizes the Company (or the Company's agent or assignee, including the Originator in its capacity as Servicing Agent) to notify the Obligors on the Purchased Receivables, or any of them, of the Company's ownership of the Purchased Receivables. The Originator also hereby authorizes the Company (or the Company's agent or assignee, including the Originator in its capacity as Servicing Agent) to notify such Obligors, or any of them, of the Company's assignment of interests in the Purchased Receivables to the Agent, for the benefit of the Lenders, in accordance with the terms of Article III of the Receivables Loan Agreement. (f) The Originator hereby agrees that the Company has the absolute and unlimited right, itself or through its agent (including the Collection Agent under the Receivables Loan Agreement and the Originator in its capacity as Servicing Agent hereunder), to commence and settle any legal action to enforce collection of any Purchased Receivable or to foreclose upon or repossess any portion thereof. (g) The Originator hereby grants to the Company an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of the Originator all steps necessary or advisable to endorse, negotiate or otherwise realize on any item constituting proceeds of any Purchased Receivable. Without limiting the generality of the foregoing, the Originator hereby authorizes the Company to take any and all steps in the name of the Originator and on behalf of the Originator necessary or desirable, in the determination of the Company, to collect any and all amounts or portions thereof due under any and all Purchased Receivables, including endorsing the name of the Originator on checks and other instruments representing Collections thereon and enforcing any such Purchased Receivable. (h) Unless an Obligor otherwise specifies or another application is required by contract or law, any payment received by the Originator from an Obligor shall be applied as a Collection of Purchased Receivables of such Obligor (starting with the oldest such Purchased Receivable) and remitted to the Collection Agent as such. (i) In connection with the creation, servicing, administering and collecting of the Purchased Receivables, the Originator shall exercise the same care and diligence it would exercise in handling similar matters for its own account and will comply at all times and Complying in all material respects with all Requirements of Law applicable to it, its business and properties, and all Receivables and related contracts and Collections; (f) Notifying Senior Lender of any action, suit, proceeding, dispute, Offset, deduction, defense or counterclaim that is or may be asserted by an Obligor with respect to any Receivables which alone or in the aggregate is in excess of $100,000; and (g) Providing Senior Lender with the Receivables Information, Revolving Credit Borrowing Base Certificates, or any other report required by Senior Lender under the terms of the Transaction Documents, applicable laws, rules and regulations and good business policies and practicesthis Agreement. (j) Prior to exercising, directly or indirectly, any rights provided to the Company with respect to the Obligors, the Company shall provide written notice to the Originator of the Company's intention exercise such rights at least five days prior to the exercise of such rights.

Administration of Receivables. (a) Consistent with Upon and after the Company's ownership occurrence of the Purchased Receivables an Event of the OriginatorDefault (which has not been waived or cured if permitted under Section 7), the Company Lender or, if so directed by the Lender, the Servicer shall have the exclusive right to settle or adjust all rights disputes and claims directly with any Obligor and to and shall be solely responsible compromise the amount or extend the time for servicing, administering and collecting the Purchased Receivables. Until the Company (or the Agent pursuant to the Receivables Loan Agreement) gives contrary notice, the Company hereby appoints Eagle-Picher Industries and its sub-agents as its agent (and as Collection Agent under the terms payment of the Receivables Loan Agreement) for the servicing, administering and collecting of the Purchased Receivables (the "Servicing Agent"), and the Originator hereby accepts upon such appointment and agrees to perform such duties in accordance with the applicable terms and conditions as the Lender may deem advisable. Upon notice by the Lender, after the occurrence of an Event of Default, which notice may be given in the Receivables Loan Agreement. The Originator hereby Lender’s sole discretion, the Borrower shall relieve the Servicer of any further agrees not authority and future administrative obligations with respect to voluntarily resign as Servicing Agentthe Receivables. (b) As Servicing AgentIf any Receivable includes a charge for any tax payable to any governmental authority, the Originator Lender is authorized, after the occurrence of an Event of Default, to pay the amount thereof to the proper governmental authority for the Receivable and charge the Borrower therefor. The Borrower shall take all actions necessary or advisable notify the Lender if any Receivable includes any tax payable to collect each Purchased any governmental authority and, in the absence of such a notice (i)with respect to any Receivable, the Borrower shall be deemed to have made a representation and warranty to the Lender that, to the Borrower’s knowledge, no portion of such Receivable with care is payable to any governmental authority and diligence and (ii) the Lender shall perform all other servicing activities related have the right to such Receivables as are required retain the full proceeds of the Receivable. In no event shall the Lender be liable for any taxes to any governmental authority that may be due by the Collection Agent pursuant to Borrower by reason of the Receivables Loan Agreement, including providing reports sale and other information concerning the Purchased Receivables required to be furnished by the Collection Agent pursuant to the Receivables Loan Agreement and segregating into a separate account all cash, checks and other instruments received by it, in its capacity as Servicing Agent, and, as may be required by the terms delivery of Receivables Loan Agreement, remitting immediately all such Collections thereon to the Company (including the due endorsement or execution of instruments of transfer in the case of checks or other instruments)any Receivable. (c) In consideration for Upon and following the Originator's services as Servicing Agentoccurrence of a Default or an Event of Default and while such Default or Event of Default is continuing, for so long as the Originator performs such duties, the Company shall pay to the Originator a cash fee equal to (x) 0.5% divided by twelve multiplied by (y) the average daily amount of Purchased Receivables for the immediately preceding month, payable on the Monthly Settlement Date for the immediately preceding month. The parties hereto agree such servicing fee is a fair market value fee for the servicing functions required hereby. (d) The Company may replace the Originator as Servicing Agent at any time for any reason and upon such replacement, the Originator shall: (i) on the date each new Purchased Receivable is originated by it, deliver to the Company (or any replacement Servicing Agent appointed by the Company) all Records and evidence of the creation of each Purchased Receivable; (ii) direct all Obligors to make all payments on all Purchased Receivables to Lender’s officers, employees or agents shall have the Company (or any replacement Servicing Agent appointed by the Company). (iii) in the case that the Originator receives any such payments on account of a Purchased Receivable, segregate all cash, checks and other instruments received by it and immediately remit all such Collections, duly endorsed or with duly executed instruments of transfer in the case of checks or other instruments, to the Company (or any replacement Collection Agent appointed by the Company). (e) The Originator hereby authorizes the Company (or the Company's agent or assignee, including the Originator in its capacity as Servicing Agent) to notify the Obligors on the Purchased Receivables, or any of them, of the Company's ownership of the Purchased Receivables. The Originator also hereby authorizes the Company (or the Company's agent or assignee, including the Originator in its capacity as Servicing Agent) to notify such Obligors, or any of them, of the Company's assignment of interests in the Purchased Receivables to the Agent, for the benefit of the Lenders, in accordance with the terms of Article III of the Receivables Loan Agreement. (f) The Originator hereby agrees that the Company has the absolute and unlimited right, itself or through its agent (including the Collection Agent under the Receivables Loan Agreement and the Originator in its capacity as Servicing Agent hereunder), to commence and settle any legal action to enforce collection of any Purchased Receivable or to foreclose upon or repossess any portion thereof. (g) The Originator hereby grants to the Company an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take right in the name of the Originator all steps necessary or advisable to endorseLender, negotiate or otherwise realize on any item constituting proceeds of any Purchased Receivable. Without limiting the generality designee of the foregoing, Lender or the Originator hereby authorizes the Company to take any and all steps in the name of the Originator and on behalf of the Originator necessary or desirable, in the determination of the CompanyBorrower, to collect verify the validity, amount or any other matter relating to any Receivables by mail, telephone, telegraph or otherwise. The Borrower shall cooperate fully with the Lender in an effort to facilitate and all amounts or portions thereof due under any and all Purchased Receivables, including endorsing the name of the Originator on checks and other instruments representing Collections thereon and enforcing promptly conclude any such Purchased Receivableverification process. (h) Unless an Obligor otherwise specifies or another application is required by contract or law, any payment received by the Originator from an Obligor shall be applied as a Collection of Purchased Receivables of such Obligor (starting with the oldest such Purchased Receivable) and remitted to the Collection Agent as such. (i) In connection with the creation, servicing, administering and collecting of the Purchased Receivables, the Originator shall exercise the same care and diligence it would exercise in handling similar matters for its own account and will comply at all times and in all material respects with the terms of the Transaction Documents, applicable laws, rules and regulations and good business policies and practices. (j) Prior to exercising, directly or indirectly, any rights provided to the Company with respect to the Obligors, the Company shall provide written notice to the Originator of the Company's intention exercise such rights at least five days prior to the exercise of such rights.

Administration of Receivables. (a) Consistent with the Company's ownership of the Purchased Receivables of the OriginatorReceivables, the Company shall have all rights to and shall be solely responsible for servicing, administering and collecting the Purchased Receivables. Until the The Company (or the Agent pursuant to the Receivables Loan Agreement) gives contrary notice, the Company hereby appoints Eagle-Picher Industries and its sub-agents may appoint any Person as its agent (and as Collection Agent under the terms of the Receivables Loan Agreement) for the servicing, administering and collecting of the Purchased Receivables (the "Servicing Agent"), and the Originator hereby accepts such appointment and agrees to perform such duties in accordance with the applicable terms and conditions of the Receivables Loan Agreement. The Originator hereby further agrees not to voluntarily resign as Servicing Agentservices. (b) As Servicing Agent, the Originator shall take all actions necessary or advisable to collect each Purchased Receivable with care and diligence and shall perform all other servicing activities related to such Receivables as are required by the Collection Agent pursuant to the Receivables Loan Agreement, including providing reports and other information concerning the Purchased Receivables required to be furnished by the Collection Agent pursuant to the Receivables Loan Agreement and segregating into a separate account all cash, checks and other instruments received by it, in its capacity as Servicing Agent, and, as may be required by the terms of Receivables Loan Agreement, remitting immediately all such Collections thereon to the Company (including the due endorsement or execution of instruments of transfer in the case of checks or other instruments). (c) In consideration for the Originator's services as Servicing Agent, for so long as the Originator performs such duties, the Company shall pay to the Originator a cash fee equal to (x) 0.5% divided by twelve multiplied by (y) the average daily amount of Purchased Receivables for the immediately preceding month, payable on the Monthly Settlement Date for the immediately preceding month. The parties hereto agree such servicing fee is a fair market value fee for the servicing functions required hereby. (d) The Company may replace the Originator as Servicing Agent at any time for any reason and upon such replacement, the Originator shall: (i) , on the date hereof and as each new Purchased Receivable is originated by it, deliver to the Company (or any replacement Servicing Agent appointed by the Company's agent appointed pursuant to Section 1.7) all Records and evidence of the creation of each Purchased Receivable;. (iic) Upon the occurrence of a Lock-Box Event, the Originator shall direct all Obligors to make all payments on all Purchased Receivables to a Lock-Box Account. Upon the Company (or any replacement Servicing Agent appointed by the Company). (iii) in the case that occurrence of a Lock-Box Event, if the Originator nevertheless receives any such payments on account of a Purchased Receivable, segregate it shall hold all cash, checks and other instruments received by it in trust and immediately promptly (but in any event within two Business Days after receipt) remit all such Collections, duly endorsed or with duly executed instruments of transfer in the case of checks or other instruments, to the Company (or any replacement Collection Agent appointed by the Company)a Lock-Box Account. (ed) The Originator hereby authorizes the Company (or the Company's agent or assignee, including the Originator in its capacity as Servicing Agent) to notify the Obligors on the Purchased Receivables, or any of them, of the Company's ownership of the Purchased Receivables. The Originator also hereby authorizes the Company (or the Company's agent or assignee, including the Originator in its capacity as Servicing Agent) to notify such Obligors, or any of them, of the Company's assignment of interests in the Purchased Receivables to the Agent, for the benefit of the LendersPurchasers, in accordance with the terms of Article III of the Receivables Loan Sale Agreement. (fe) The Originator hereby agrees that the Company has the absolute and unlimited right, itself or through its agent (including the Collection Agent under the Receivables Loan Agreement and the Originator in its capacity as Servicing Agent hereunder)agent, to commence and settle any legal action to enforce collection of any Purchased Receivable or to foreclose upon or repossess any portion thereof. (gf) The Originator hereby grants to the Company an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of the Originator all steps necessary or advisable to endorse, negotiate or otherwise realize on any item constituting proceeds of any Purchased Receivable. Without limiting the generality of the foregoing, the Originator hereby authorizes the Company to take any and all steps in the name of the Originator and on behalf of the Originator necessary or desirable, in the determination of the Company, to collect any and all amounts or portions thereof due under any and all Purchased Receivables, including endorsing the name of the Originator on checks and other instruments representing Collections thereon and enforcing any such Purchased Receivable. (hg) Unless an Obligor otherwise specifies or another application is required by contract or law, any payment received by the Originator from an Obligor shall be applied as a Collection of Purchased Receivables of such Obligor (starting with the oldest such Purchased Receivable) and remitted to the Collection Agent as such. (ih) In connection with the creation, servicing, administering administering, and (to the extent the Originator is appointed to perform collection functions pursuant to Section 1.7) collecting of the Purchased Receivables, the Originator shall exercise the same care and diligence it would exercise in handling similar matters for its own account and will comply at all times and in all material respects with the terms of the Transaction Documents, applicable laws, rules Documents and regulations the Credit and good business policies and practicesCollection Policy. (j) Prior to exercising, directly or indirectly, any rights provided to the Company with respect to the Obligors, the Company shall provide written notice to the Originator of the Company's intention exercise such rights at least five days prior to the exercise of such rights.