RENDERED TO SELLER AND SUCH FLOWSERVE ENTITY, AS APPLICABLE;
(C)
CLEARLY IDENTIFY ITS OFFICES (BY SIGNAGE OR OTHERWISE) AS ITS
OFFICES AND, IF SUCH OFFICE IS LOCATED IN THE OFFICES OF ANY FLOWSERVE ENTITY,
SELLER SHALL LEASE SUCH OFFICE AT A FAIR MARKET RENT;
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(D)
HAVE A SEPARATE TELEPHONE NUMBER, WHICH WILL BE ANSWERED ONLY IN
ITS NAME AND SEPARATE STATIONERY, INVOICES AND CHECKS IN ITS OWN NAME;
(E)
CONDUCT ALL TRANSACTIONS WITH EACH FLOWSERVE ENTITY AND THE
SERVICER (INCLUDING, WITHOUT LIMITATION, ANY DELEGATION OF ITS OBLIGATIONS
HEREUNDER AS SERVICER) STRICTLY ON AN ARM'S-LENGTH BASIS, ALLOCATE ALL OVERHEAD
EXPENSES (INCLUDING, WITHOUT LIMITATION, TELEPHONE AND OTHER UTILITY CHARGES)
FOR ITEMS SHARED BETWEEN SELLER AND ANY SUCH FLOWSERVE ENTITY ON THE BASIS OF
ACTUAL USE TO THE EXTENT PRACTICABLE AND, TO THE EXTENT SUCH ALLOCATION IS NOT
PRACTICABLE, ON A BASIS REASONABLY RELATED TO ACTUAL USE;
(F)
AT ALL TIMES HAVE A BOARD OF DIRECTORS CONSISTING OF THREE
MEMBERS, AT LEAST ONE MEMBER OF WHICH IS AN INDEPENDENT DIRECTOR;
(G)
OBSERVE ALL CORPORATE FORMALITIES AS A DISTINCT ENTITY, AND ENSURE
THAT ALL CORPORATE ACTIONS RELATING TO (A) THE SELECTION, MAINTENANCE OR
REPLACEMENT OF THE INDEPENDENT DIRECTOR, (B) THE DISSOLUTION OR LIQUIDATION OF
SELLER OR (C) THE INITIATION OF, PARTICIPATION IN, ACQUIESCENCE IN OR CONSENT TO
ANY BANKRUPTCY, INSOLVENCY, REORGANIZATION OR SIMILAR PROCEEDING INVOLVING
SELLER, ARE DULY AUTHORIZED BY UNANIMOUS VOTE OF ITS BOARD OF DIRECTORS
(INCLUDING THE INDEPENDENT DIRECTOR);
(H)
MAINTAIN SELLER'S BOOKS AND RECORDS SEPARATE FROM THOSE OF EACH
FLOWSERVE ENTITY THEREOF AND OTHERWISE READILY IDENTIFIABLE AS ITS OWN ASSETS
RATHER THAN ASSETS OF ANY FLOWSERVE ENTITY;
(I)
PREPARE ITS UNAUDITED FINANCIAL STATEMENTS SEPARATELY FROM THOSE
OF ANY FLOWSERVE ENTITY AND INSURE THAT ANY CONSOLIDATED FINANCIAL STATEMENTS OF
ANY FLOWSERVE ENTITY THAT INCLUDE SELLER AND THAT ARE FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION OR ANY OTHER GOVERNMENTAL AGENCY HAVE NOTES CLEARLY
STATING THAT SELLER IS A SEPARATE CORPORATE ENTITY AND THAT ITS ASSETS WILL BE
AVAILABLE FIRST AND FOREMOST TO SATISFY THE CLAIMS OF THE CREDITORS OF SELLER;
(J)
EXCEPT WITH RESPECT TO COLLECTIONS DEPOSITED INTO A COLLECTION
ACCOUNT AND MAINTAINED IN SUCH COLLECTION ACCOUNT PRIOR TO THE DATE UPON WHICH
SUCH COLLECTIONS ARE REMITTED TO THE SECURITIZATION BANKS AND DEPOSITED IN THE
SECURITIZATION ACCOUNTS IN ACCORDANCE WITH SECTION 7.1(J) OR AS SPECIFICALLY
OTHERWISE PROVIDED HEREIN, MAINTAIN THE FUNDS OR OTHER ASSETS OF SELLER SEPARATE
FROM, AND NOT COMMINGLED WITH, THOSE OF ANY FLOWSERVE ENTITY AND ONLY MAINTAIN
BANK ACCOUNTS OR OTHER DEPOSITORY ACCOUNTS TO WHICH SELLER ALONE IS THE ACCOUNT
PARTY, INTO WHICH SELLER ALONE MAKES DEPOSITS AND FROM WHICH SELLER ALONE (OR
THE AGENT OR,
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subject to the terms of the Intercreditor Agreement, the Bank Group Agent) has
the power to make withdrawals;
(K)
PAY ALL OF SELLER'S OPERATING EXPENSES FROM SELLER'S OWN ASSETS
(EXCEPT FOR CERTAIN PAYMENTS BY ANY FLOWSERVE ENTITY OR OTHER PERSONS PURSUANT
TO ALLOCATION ARRANGEMENTS THAT COMPLY WITH THE REQUIREMENTS OF THIS SECTION
7.1(I));
(L)
OPERATE ITS BUSINESS AND ACTIVITIES