MONTH FOR THE PRECEDING CALENDAR
MONTH, AND (B) AT MATURITY.
(E)
PURPOSE.
BORROWER SHALL USE THE PROCEEDS OF THE REVOLVING LOANS
SOLELY FOR BORROWER'S GENERAL BUSINESS NEEDS (INCLUDING (I) THE PURCHASE OF
CERTAIN RECEIVABLES FROM TORO, TCC, TORO INTERNATIONAL, EXMARK AND THEIR
AFFILIATES, OR FROM THIRD PARTIES THAT HAVE PURCHASED RECEIVABLES FROM TORO OR
ITS AFFILIATES (THE "PURCHASED RECEIVABLES"), (II) THE FUNDING OF BORROWER'S
FINANCING PROGRAMS FOR ITS CUSTOMERS, (III) PAYMENT OF EXPENSES AND OTHER ITEMS
INCURRED IN THE ORDINARY COURSE OF BUSINESS (INCLUDING PAYMENTS OF PRINCIPAL AND
INTEREST UNDER SECTION 2.01(D)) AND (IV) DISTRIBUTIONS OF "DISTRIBUTABLE CASH"
(AS DEFINED IN THE LLC AGREEMENT) TO THE MEMBERS).
(F)
EXTENSION OF FACILITY.
SO THAT THE MEMBERS OF BORROWER MAY MAKE
A FULLY INFORMED DECISION AS TO WHETHER TO CONTINUE BORROWER'S EXISTENCE BEYOND
THE THEN-CURRENT LLC TERM, LENDER AGREES TO PROVIDE TO BORROWER, NO LATER THAN
FOURTEEN (14) MONTHS PRIOR TO THE EXPIRATION OF THE THEN-CURRENT LLC TERM,
WRITTEN NOTICE INDICATING LENDER'S INTENT WITH RESPECT TO THE EXTENSION OF THE
REVOLVING LOAN FACILITY AND, IF LENDER INTENDS TO EXTEND THE REVOLVING LOAN
FACILITY, THE PROPOSED MATERIAL TERMS OF SUCH EXTENSION; PROVIDED, HOWEVER, THAT
FAILURE TO PROVIDE SUCH NOTICE BY LENDER SHALL NOT BE A DEFAULT OF THE TERMS OF
THIS AGREEMENT AND SHALL BE DEEMED TO BE A DECLINATION OF ITS WILLINGNESS TO
EXTEND THE TERM OF THIS AGREEMENT.
3
2.02
COMMITMENT, COMMITMENT REDUCTIONS, ETC.
(A)
COMMITMENT.
THE AGGREGATE PRINCIPAL AMOUNT OF ALL REVOLVING LOANS
OUTSTANDING AT A TIME SHALL NOT EXCEED THE LESSER OF (X) THE BORROWING BASE AND
(Y) $450,000,000 (OR, IF REDUCED PURSUANT TO SECTION 2.02(B) OR OTHERWISE; THE
LESSER AMOUNT TO WHICH REDUCED) (SUCH LESSER AMOUNT, AS SO REDUCED FROM TIME TO
TIME, TO BE REFERRED TO HEREIN AS THE "COMMITMENT").
(B)
REDUCTION OR CANCELLATION OF THE COMMITMENT.
BORROWER MAY, UPON
THREE (3) BUSINESS DAYS' WRITTEN NOTICE TO LENDER, PERMANENTLY REDUCE THE
COMMITMENT BY THE AMOUNT OF $1,000,000 OR AN INTEGRAL MULTIPLE OF $1,000,000 IN
EXCESS THEREOF OR CANCEL THE COMMITMENT IN ITS ENTIRETY; PROVIDED, HOWEVER, THAT
(I) BORROWER MAY NOT REDUCE THE COMMITMENT PRIOR TO THE REVOLVING LOAN MATURITY
DATE, IF, AFTER GIVING EFFECT TO SUCH REDUCTION, THE AGGREGATE PRINCIPAL AMOUNT
OF ALL REVOLVING LOANS OUTSTANDING WOULD EXCEED THE COMMITMENT, (II) BORROWER
MAY NOT CANCEL THE COMMITMENT PRIOR TO THE REVOLVING LOAN MATURITY DATE, IF,
AFTER GIVING EFFECT TO SUCH CANCELLATION, ANY OBLIGATIONS WOULD REMAIN
OUTSTANDING, AND (III) BORROWER MAY REDUCE OR CANCEL THE COMMITMENT IN
CONNECTION WITH A DISSOLUTION OF BORROWER UNDER THE TERMS OF THE LLC AGREEMENT.
ONCE REDUCED OR CANCELLED, THE COMMITMENT MAY NOT BE INCREASED OR REINSTATED
WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER.
2.03
PREPAYMENTS.
(A)
OPTIONAL PREPAYMENTS.
AT ITS OPTION, BORROWER MAY PREPAY, AT ANY
TIME AND FROM TIME TO TIME ON A BUSINESS DAY, ANY REVOLVING LOAN IN WHOLE OR IN
PART.
(B)
MANDATORY PREPAYMENTS.
IF, AT ANY TIME, THE AGGREGATE PRINCIPAL
AMOUNT OF ALL REVOLVING LOANS THEN OUTSTANDING EXCEEDS THE COMMITMENT AT SUCH
TIME, BORROWER SHALL PREPAY REVOLVING