ITS OFFICE IN BLOOMINGTON,
MINNESOTA. THE ONLY LOCATIONS AT WHICH ANY COLLATERAL IS LOCATED ARE AT ITS
OFFICES IN BLOOMINGTON, MINNESOTA AND HOFFMAN ESTATES, ILLINOIS.
(R)
ACCOUNTS.
ALL OF BORROWER'S ACCOUNTS ARE BONA FIDE EXISTING
RECEIVABLES CREATED BY TORO, AN AFFILIATE OF TORO OR A DISTRIBUTOR OF TORO IN
THE REGULAR COURSE OF
10
BUSINESS OF TORO OR SUCH AFFILIATE OR DISTRIBUTOR TO THEIR RESPECTIVE ACCOUNT
DEBTORS OR ACQUIRED BY TORO OR AN AFFILIATE OF TORO IN CONNECTION WITH THE
ACQUISITION OF THE BUSINESS OF ANOTHER PARTY.
(S)
ACCURACY OF INFORMATION FURNISHED.
NONE OF THE CREDIT DOCUMENTS
AND NONE OF THE OTHER CERTIFICATES, STATEMENTS OR INFORMATION FURNISHED TO
LENDER BY OR ON BEHALF OF BORROWER IN CONNECTION WITH THE CREDIT DOCUMENTS OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY CONTAINS OR WILL CONTAIN ANY
UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS OR WILL OMIT TO STATE A MATERIAL
FACT NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY WERE MADE, NOT MISLEADING.
4.02
REAFFIRMATION.
BORROWER SHALL BE DEEMED TO HAVE REAFFIRMED, IN ALL
MATERIAL RESPECTS, FOR THE BENEFIT OF LENDER, EACH REPRESENTATION AND WARRANTY
CONTAINED IN SECTION 4.01 ON AND AS OF THE DATE EACH REVOLVING LOAN IS MADE.
SECTION V
COVENANTS
5.01
AFFIRMATIVE COVENANTS.
UNTIL THE TERMINATION OF THIS AGREEMENT AND THE
SATISFACTION IN FULL BY BORROWER OF ALL OBLIGATIONS, BORROWER SHALL COMPLY, AND
SHALL CAUSE COMPLIANCE, WITH THE FOLLOWING AFFIRMATIVE COVENANTS UNLESS LENDER
SHALL OTHERWISE CONSENT IN WRITING:
(A)
FINANCIAL STATEMENTS, REPORTS, ETC.
BORROWER SHALL FURNISH TO
LENDER THE FOLLOWING, EACH IN SUCH FORM AND SUCH DETAIL AS LENDER SHALL
REASONABLY REQUEST:
(I)
WITHIN THIRTY (30) BUSINESS DAYS AFTER THE LAST DAY OF EACH
CALENDAR MONTH, COPIES OF THE UNAUDITED FINANCIAL STATEMENTS OF BORROWER FOR
SUCH MONTH AS OF THE LAST DAY OF SUCH MONTH;
(II)
WITHIN ONE HUNDRED TWENTY (120) DAYS AFTER THE CLOSE OF EACH
FISCAL YEAR OF BORROWER, COPIES OF THE UNAUDITED FINANCIAL STATEMENTS OF
BORROWER;
(III)
AS SOON AS POSSIBLE AND IN NO EVENT LATER THAN FIVE (5) BUSINESS
DAYS AFTER ANY MANAGER OR OFFICER OF BORROWER KNOWS OF THE OCCURRENCE OR
EXISTENCE OF (A) ANY ACTUAL OR THREATENED LITIGATION, SUITS, CLAIMS OR DISPUTES
AGAINST BORROWER INVOLVING POTENTIAL MONETARY DAMAGES PAYABLE BY BORROWER OF
$100,000 OR MORE (INDIVIDUALLY OR IN THE AGGREGATE), (B) ANY OTHER EVENT OR
CONDITION WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT,
OR (C) ANY EVENT OF DEFAULT OR DEFAULT; A WRITTEN STATEMENT OF THE GENERAL
MANAGER OF BORROWER SETTING FORTH THE DETAILS OF SUCH EVENT, CONDITION, EVENT OF
DEFAULT OR DEFAULT AND THE ACTION WHICH BORROWER PROPOSES TO TAKE WITH RESPECT
THERETO; AND
(IV)
SUCH OTHER INSTRUMENTS, AGREEMENTS, CERTIFICATES, OPINIONS,
STATEMENTS, DOCUMENTS AND INFORMATION RELATING TO THE OPERATIONS OR CONDITION
(FINANCIAL OR OTHERWISE) OF BORROWER, AND COMPLIANCE BY BORROWER WITH THE TERMS
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OF THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS, AS LENDER MAY FROM TIME TO
TIME REASONABLY REQUEST.
(B)
BOOKS AND RECORDS.
BORROWER SHALL AT ALL TIMES