AND FUTURE BUSINESS RECORDS AND
INFORMATION, INCLUDING COMPUTER TAPES AND OTHER STORAGE MEDIA CONTAINING THE
SAME, TOGETHER WITH ALL PROCEEDS OF ANY OF THE FOREGOING;
(D)
ALL REPLACEMENTS, SUBSTITUTIONS, ADDITIONS
OR ACCESSIONS TO OR FOR ANY OF THE FOREGOING; AND
(E)
ALL RIGHTS OF BORROWER IN, TO AND UNDER ALL
POLICIES OF INSURANCE, INCLUDING CLAIMS OF RIGHTS TO PAYMENTS THEREUNDER AND
PROCEEDS THEREFROM, INCLUDING CREDIT INSURANCE AND BUSINESS INTERRUPTION
INSURANCE.
In furtherance of the foregoing grant of security, upon the request of Lender,
Borrower will make proper entries in its books and records, disclosing the
above-described grant of a security interest in the Collateral, including the
assignment of its accounts to Lender. To the extent any of the Collateral is
evidenced by chattel paper, a promissory note, a trade acceptance or any other
instrument for the payment of money, unless Lender shall otherwise agree,
Borrower will deliver the original of same to Lender, appropriately endorsed to
Lender's order and, regardless of the form of such endorsement, Borrower hereby
expressly waives presentment, demand, notice of dishonor, protest and notice of
protest and all other notices with respect thereto.
7.02
LOCK BOX.
ON OR BEFORE THE DATE BORROWER MAKES THE INITIAL PURCHASE OF
PURCHASED RECEIVABLES PURSUANT TO THE TERMS OF THE INITIAL RECEIVABLE PURCHASE
AGREEMENT TO BE ENTERED INTO BY AND AMONG TORO, AND CERTAIN OF ITS AFFILIATES
AND BORROWER, BORROWER SHALL EITHER (A) ESTABLISH ONE OR MORE POST OFFICE LOCK
BOX ARRANGEMENTS WITH LENDER ON TERMS ACCEPTABLE TO THE LENDER (EACH, A "LOCK
BOX") FOR THE COLLECTION OF PAYMENTS FROM ITS RESPECTIVE ACCOUNT DEBTORS OR
OTHER AMOUNTS OWING TO IT OR (B) ENTER INTO AGREEMENTS ACCEPTABLE TO LENDER WITH
EACH FINANCIAL INSTITUTION WHERE BORROWER DEPOSITS SUCH COLLECTIONS ON THE DATE
OF THIS AGREEMENT OR WILL HEREAFTER DEPOSIT SUCH COLLECTIONS. IN CONNECTION WITH
ANY LOCK BOX, IF REQUIRED BY LENDER, BORROWER SHALL DIRECT ITS ACCOUNT DEBTORS
TO SEND THEIR PAYMENTS DIRECTLY TO SUCH LOCK BOX, AND ALL INVOICES ISSUED
THEREAFTER BY BORROWER SHALL DIRECT ITS ACCOUNT DEBTORS TO SEND THEIR PAYMENTS
DIRECTLY TO SUCH LOCK BOX.
7.03
SPECIAL PROVISIONS REGARDING ACCOUNTS.
LENDER IS AUTHORIZED AND EMPOWERED
(WHICH AUTHORIZATION AND POWER, BEING COUPLED WITH AN INTEREST, IS IRREVOCABLE
UNTIL THE LAST TO OCCUR OF (I) TERMINATION OF THIS AGREEMENT, THE COMMITMENT AND
ANY OTHER OBLIGATIONS OF LENDER UNDER THIS AGREEMENT AND (II) INDEFEASIBLE
PAYMENT IN FULL IN CASH, AND PERFORMANCE IN FULL, OF ALL OF THE OBLIGATIONS) AT
ANY TIME IN ITS SOLE AND ABSOLUTE DISCRETION:
18
(A)
TO REQUEST, IN THE NAME OF LENDER,
BORROWER, OR IN THE NAME OF A THIRD PARTY, CONFIRMATION FROM ANY ACCOUNT DEBTOR
OR PARTY OBLIGATED UNDER OR WITH RESPECT TO ANY COLLATERAL OF THE AMOUNT SHOWN
BY THE ACCOUNTS OR OTHER COLLATERAL TO BE PAYABLE, OR ANY OTHER MATTER STATED
THEREIN;
(B)
TO ENDORSE IN BORROWER'S NAME AND TO
COLLECT, ANY CHATTEL PAPER, CHECKS, NOTES, DRAFTS, INSTRUMENTS OR OTHER ITEMS OF
PAYMENT TENDERED TO OR RECEIVED BY LENDER IN PAYMENT OF ANY ACCOUNT OR OTHER