the Agent that the terms
and provisions of the Intercreditor Agreement remain in full force and effect
with respect thereto.
(C)
MODIFICATIONS TO CONTRACTS AND CREDIT AND COLLECTION POLICY.
SUCH
SELLER PARTY WILL NOT, AND WILL NOT PERMIT ORIGINATOR TO, MAKE ANY CHANGE TO THE
CREDIT AND COLLECTION POLICY THAT COULD ADVERSELY AFFECT THE COLLECTIBILITY OF
THE RECEIVABLES OR MATERIALLY DECREASE THE CREDIT QUALITY OF ANY NEWLY CREATED
RECEIVABLES.
EXCEPT AS PROVIDED IN SECTION 8.2(D), THE SERVICER WILL NOT, AND
WILL NOT PERMIT ORIGINATOR TO, EXTEND, AMEND OR OTHERWISE MODIFY THE TERMS OF
ANY RECEIVABLE OR ANY CONTRACT RELATED THERETO OTHER THAN IN ACCORDANCE WITH THE
CREDIT AND COLLECTION POLICY.
(D)
SALES, LIENS.
SELLER WILL NOT SELL, ASSIGN (BY OPERATION OF LAW
OR OTHERWISE) OR OTHERWISE DISPOSE OF, OR GRANT ANY OPTION WITH RESPECT TO, OR
CREATE OR SUFFER TO EXIST ANY ADVERSE CLAIM UPON (INCLUDING, WITHOUT LIMITATION,
THE FILING OF ANY FINANCING STATEMENT) OR WITH RESPECT TO, ANY RECEIVABLE,
RELATED SECURITY OR COLLECTIONS, OR UPON OR WITH RESPECT TO ANY CONTRACT UNDER
WHICH ANY RECEIVABLE ARISES, ANY SECURITIZATION ACCOUNT, LOCK-BOX OR COLLECTION
ACCOUNT, OR ANY OF ITS OTHER ASSETS OR INTERESTS IN PROPERTY OR ASSIGN ANY RIGHT
TO RECEIVE INCOME WITH RESPECT THERETO (OTHER THAN, IN EACH CASE, THE CREATION
OF THE INTERESTS THEREIN IN FAVOR OF THE AGENT AND THE PURCHASERS PROVIDED FOR
HEREIN), AND SELLER WILL DEFEND THE RIGHT, TITLE AND INTEREST OF THE AGENT AND
THE PURCHASERS IN, TO AND UNDER ANY OF THE FOREGOING PROPERTY, AGAINST ALL
CLAIMS OF THIRD PARTIES CLAIMING THROUGH OR UNDER SELLER OR ORIGINATOR.
(E)
NET RECEIVABLES BALANCE.
AT NO TIME PRIOR TO THE AMORTIZATION
DATE SHALL SELLER PERMIT THE NET RECEIVABLES BALANCE TO BE LESS THAN AN AMOUNT
EQUAL TO THE SUM OF (I) THE AGGREGATE CAPITAL PLUS (II) THE AGGREGATE RESERVES;
PROVIDED THAT DURING THE TRANSITION PERIOD, THE NET RECEIVABLES BALANCE MAY BE
LESS THAN SUCH SUM SO LONG AS THE AGGREGATE PURCHASER INTERESTS OF THE
PURCHASERS DO NOT EXCEED 100% AT ANY TIME.
(F)
TERMINATION DATE DETERMINATION.
PRIOR TO THE LATER TO OCCUR OF
THE FACILITY TERMINATION DATE AND THE DATE THE AGGREGATE UNPAIDS SHALL BE
REDUCED TO ZERO, SELLER WILL NOT DESIGNATE THE TERMINATION DATE (AS DEFINED IN
THE RECEIVABLES SALE AGREEMENT), OR SEND ANY WRITTEN NOTICE TO ORIGINATOR IN
RESPECT THEREOF, WITHOUT THE PRIOR WRITTEN CONSENT OF THE AGENT, EXCEPT WITH
RESPECT TO THE OCCURRENCE OF SUCH TERMINATION DATE ARISING PURSUANT TO SECTION
5.1(D) OF THE RECEIVABLES SALE AGREEMENT.
(G)
RESTRICTED JUNIOR PAYMENTS.
FROM AND AFTER THE OCCURRENCE OF ANY
AMORTIZATION EVENT, SELLER WILL NOT MAKE ANY RESTRICTED JUNIOR PAYMENT IF, AFTER
GIVING EFFECT THERETO, SELLER WOULD FAIL TO MEET ITS OBLIGATIONS SET FORTH IN
SECTION 7.2(E).
23
ARTICLE VIII
ADMINISTRATION AND COLLECTION
SECTION 8.1
DESIGNATION OF SERVICER.
(A)
THE SERVICING, ADMINISTRATION AND COLLECTION OF THE RECEIVABLES
SHALL BE CONDUCTED BY SUCH PERSON (THE "SERVICER") SO DESIGNATED FROM TIME TO
TIME IN ACCORDANCE WITH THIS SECTION 8.1.
FLOWSERVE IS HEREBY DESIGNATED AS,
AND HEREBY AGREES