NOT BE REQUIRED.
(B)
NOTICES.
SUCH SELLER PARTY WILL NOTIFY THE AGENT IN WRITING OF
ANY OF THE FOLLOWING PROMPTLY UPON LEARNING OF THE OCCURRENCE THEREOF,
DESCRIBING THE SAME AND, IF APPLICABLE, THE STEPS BEING TAKEN WITH RESPECT
THERETO:
(I)
AMORTIZATION EVENTS OR POTENTIAL AMORTIZATION EVENTS.
THE
OCCURRENCE OF EACH AMORTIZATION EVENT AND EACH POTENTIAL AMORTIZATION EVENT, BY
A STATEMENT OF AN AUTHORIZED OFFICER OF SUCH SELLER PARTY.
(II)
JUDGMENT AND PROCEEDINGS.
ANY OF THE FOLLOWING:
15
(A)
THE ENTRY OF ANY JUDGMENT OR DECREE AGAINST PROVIDER OR ANY OF ITS
SUBSIDIARIES IF THE AGGREGATE AMOUNT OF ALL JUDGMENTS AND DECREES THEN
OUTSTANDING AGAINST PROVIDER AND ITS SUBSIDIARIES EXCEEDS $5,000,000,
(B)
THE INSTITUTION OF ANY LITIGATION, ARBITRATION PROCEEDING OR
GOVERNMENTAL PROCEEDING AGAINST PROVIDER, FLOWSERVE OR ANY OF THEIR RESPECTIVE
SUBSIDIARIES WHICH, INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, OR
(C)
THE ENTRY OF ANY JUDGMENT OR DECREE OR THE INSTITUTION OF ANY
LITIGATION, ARBITRATION PROCEEDING OR GOVERNMENTAL PROCEEDING AGAINST SELLER.
(III)
MATERIAL ADVERSE EFFECT.
THE OCCURRENCE OF ANY EVENT OR
CONDITION THAT HAS HAD A MATERIAL ADVERSE EFFECT.
(IV)
TERMINATION DATE.
THE OCCURRENCE OF THE "TERMINATION DATE" UNDER
AND AS DEFINED IN THE RECEIVABLES SALE AGREEMENT.
(V)
DEFAULTS UNDER OTHER AGREEMENTS.
THE OCCURRENCE OF ANY "EVENT OF
DEFAULT" OR "DEFAULT" UNDER THE BANK CREDIT AGREEMENT.
(VI)
DOWNGRADE OF PROVIDER.
ANY DOWNGRADE IN THE RATING OF ANY
INDEBTEDNESS OF PROVIDER BY S&P OR MOODY'S, SETTING FORTH THE INDEBTEDNESS
AFFECTED.
(C)
COMPLIANCE WITH LAWS AND PRESERVATION OF CORPORATE EXISTENCE.
SUCH SELLER PARTY WILL COMPLY IN ALL RESPECTS WITH ALL APPLICABLE LAWS, RULES,
REGULATIONS, ORDERS, WRITS, JUDGMENTS, INJUNCTIONS, DECREES OR AWARDS TO WHICH
IT MAY BE SUBJECT, EXCEPT WHERE THE FAILURE TO SO COMPLY COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SUCH SELLER PARTY WILL PRESERVE AND
MAINTAIN ITS CORPORATE EXISTENCE, RIGHTS, FRANCHISES AND PRIVILEGES IN THE
JURISDICTION OF ITS INCORPORATION, AND QUALIFY AND REMAIN QUALIFIED IN GOOD
STANDING AS A FOREIGN CORPORATION IN EACH JURISDICTION WHERE ITS BUSINESS IS
CONDUCTED EXCEPT WHERE THE FAILURE TO SO PRESERVE AND MAINTAIN OR QUALIFY COULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(D)
AUDITS. SUCH SELLER PARTY WILL FURNISH TO THE AGENT FROM TIME TO
TIME SUCH INFORMATION WITH RESPECT TO IT AND THE RECEIVABLES AS THE AGENT MAY
REASONABLY REQUEST.
SUCH SELLER PARTY WILL, FROM TIME TO TIME DURING REGULAR
BUSINESS HOURS AS REQUESTED BY THE AGENT UPON REASONABLE NOTICE AND AT THE SOLE
COST OF SUCH SELLER PARTY, PERMIT THE AGENT, OR ITS AGENTS OR REPRESENTATIVES
(AND SHALL CAUSE ORIGINATOR TO PERMIT THE AGENT OR ITS AGENTS OR
REPRESENTATIVES), (I) TO EXAMINE AND MAKE COPIES OF AND ABSTRACTS FROM ALL
RECORDS IN THE POSSESSION OR UNDER THE CONTROL OF SUCH PERSON RELATING TO THE
RECEIVABLES AND THE RELATED SECURITY, INCLUDING, WITHOUT LIMITATION, THE RELATED
CONTRACTS, AND (II) TO VISIT THE OFFICES AND PROPERTIES OF SUCH PERSON FOR THE
PURPOSE OF EXAMINING SUCH MATERIALS DESCRIBED IN CLAUSE (I)