OF SELLER OR ORIGINATOR OR ANY OTHER PERSON
ARISING IN CONNECTION WITH THE RECEIVABLES, THE RELATED SECURITY, OR THE RELATED
CONTRACTS, OR ANY OTHER OBLIGATIONS OF SELLER OR ORIGINATOR.
(A)
IN ADDITION TO ANY OWNERSHIP INTEREST WHICH THE AGENT MAY FROM
TIME TO TIME ACQUIRE PURSUANT HERETO, SELLER HEREBY GRANTS TO THE AGENT FOR THE
RATABLE BENEFIT OF THE PURCHASERS A VALID AND PERFECTED SECURITY INTEREST IN ALL
OF SELLER'S RIGHT, TITLE AND INTEREST IN, TO AND UNDER ALL RECEIVABLES NOW
EXISTING OR HEREAFTER ARISING, THE COLLECTIONS, EACH LOCK-BOX, EACH
SECURITIZATION ACCOUNT, ALL RELATED SECURITY, ALL OTHER RIGHTS AND PAYMENTS
RELATING TO SUCH RECEIVABLES, AND ALL PROCEEDS OF ANY THEREOF PRIOR TO ALL OTHER
LIENS ON AND SECURITY INTERESTS THEREIN TO SECURE THE PROMPT AND COMPLETE
PAYMENT OF THE AGGREGATE UNPAIDS.
THE AGENT AND THE PURCHASERS SHALL HAVE, IN
ADDITION TO THE RIGHTS AND REMEDIES THAT THEY MAY HAVE UNDER THIS AGREEMENT, ALL
OTHER RIGHTS AND REMEDIES PROVIDED TO A SECURED CREDITOR UNDER THE UCC AND OTHER
APPLICABLE LAW, WHICH RIGHTS AND REMEDIES SHALL BE CUMULATIVE.
45
[SIGNATURE PAGES FOLLOW]
46
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered by their duly authorized officers as of the date hereof.
FLOWSERVE RECEIVABLES CORPORATION, as
Seller
By:
Name:
Title:
Address:
FLOWSERVE US INC., as Servicer
By:
Name:
Title:
Address:
5215 N. O'Connor Blvd.
Suite 2300
Irving, TX 75039
Attention:
Treasurer
Fax:
(972) 443-6800/01
47
JUPITER SECURITIZATION CORPORATION
By:
Name:
Title:
Authorized Signer
Address: c/o Bank One, NA (Main Office Chicago), as Agent
Asset Backed Finance
Suite IL1-0079, 1-19
1 Bank One Plaza
Chicago, Illinois 60670-0079
FAX:
(312) 732-1844
BANK ONE, NA (MAIN OFFICE CHICAGO), as a
Financial Institution and as Agent
By:
Name:
Title:
Director, Capital Markets
Address:
Bank One, NA (Main Office Chicago)
Asset Backed Finance
Suite IL1-0596, 1-21
1 Bank One Plaza
Chicago, Illinois 60670-0596
Fax:
(312) 732-4487
48
EXHIBIT I
DEFINITIONS
As used in this Agreement, the following terms shall have the following meanings
(such meanings to be equally applicable to both the singular and plural forms of
the terms defined):
"Accrual Period" means each calendar month, provided that the initial Accrual
Period hereunder means the period from (and including) the date of the initial
purchase hereunder to (and including) the last day of the calendar month
thereafter.
"Adverse Claim" means a lien, security interest, charge or encumbrance, or other
right or claim in, of or on any Person's assets or properties in favor of any
other Person.
"Affected Financial Institution" has the meaning specified in Section 12.1(c).
"Affiliate" means, with respect to any Person, any other Person directly or
indirectly controlling, controlled by, or under direct or indirect common
control with, such Person or any Subsidiary of such Person.
A Person shall be
deemed to control another Person if the controlling Person owns 10% or more of
any class of voting securities of the controlled Person or possesses, directly
or indirectly, the power to direct or cause