RECEIVABLE PURCHASE AGREEMENT BY AND AMONG TORO CREDIT COMPANY, AS SELLER, AND THE TORO COMPANY, AND RED IRON ACCEPTANCE, LLC AS BUYER DATED AS OF OCTOBER 1, 2009

Exhibit 2.1

RECEIVABLE PURCHASE AGREEMENT

BY AND AMONG

TORO CREDIT COMPANY,

AS SELLER,

AND

THE TORO COMPANY,

AND

RED IRON ACCEPTANCE, LLC

AS BUYER

DATED AS OF OCTOBER 1, 2009

Table of Contents

	Page #
ARTICLE I DEFINITIONS	1
1.1  Definitions	1
1.2  Other Interpretive Matters	7
ARTICLE II SALE	7
2.1  Sale	7
2.2  Acceptance by Buyer	9
2.3  Purchase Price	9
2.4  Additional Receivables	9
ARTICLE III CONDITIONS PRECEDENT	10
3.1  Conditions to Transfer	10
ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS	11
4.1  Representations and Warranties of Seller	11
4.2  Covenants of Seller and Toro	15
4.3  Negative Covenants of Seller	16
ARTICLE V MISCELLANEOUS	17
5.1  Notices	17
5.2  No Waiver; Remedies	18
5.3  Successors and Assigns	19
5.4  No Buyer Liability for Contracts	19
5.5  Survival	19
5.6  Complete Agreement; Modification of Agreement	20
5.7  Dispute Resolution	20
5.8  Jury Trial	20
5.9  Governing Law; Submission to Jurisdiction	20
5.10  Counterparts	20
5.11  Severability	20
5.12  Section Titles	21
5.13  No Setoff	21
5.14  Further Assurances	21
5.15  No Indirect or Consequential Damages	21
5.16  No Assumption in Drafting	21
5.17  Headings; Section and Article References	22

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RECEIVABLE PURCHASE AGREEMENT

This RECEIVABLE PURCHASE AGREEMENT, dated as of October 1, 2009 (this “Agreement”), is entered into by and between TORO CREDIT COMPANY, a Minnesota corporation (“Seller”), THE TORO COMPANY, a Delaware corporation (“Toro”), and RED IRON ACCEPTANCE, LLC, a Delaware limited liability company (“Buyer”).

In consideration of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

1.1 Definitions.

“Account Debtor” means an obligor on a Receivable.

“Additional Receivables” means those Receivables described on Schedule 2 that Buyer has agreed to purchase notwithstanding that such Receivables are not Eligible Receivables.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.  For purposes of this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Aggregate Repurchase Amount” means, for any repurchase of an Ineligible Receivable pursuant to Section 4.1(d), the Purchase Price paid for such Ineligible Receivable, less any Principal Collections received by Buyer in respect of such Ineligible Receivable from the Closing Date.

“Agreement” is defined in the preamble.

“Authorized Officer” means (a) with respect to Toro, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, the General Counsel, the Secretary, the Treasurer, the Corporate Controller and each other officer or employee of Toro specifically authorized in resolutions of the Board of Directors of such corporation to sign agreements, instruments or other documents on behalf of such corporation in connection with the transactions contemplated by this Agreement and the Related Documents; (b) with respect to Seller, the President, the Secretary, the Treasurer and each other officer or employee of Seller specifically authorized in resolutions of the Board of Directors of such corporation to sign agreements, instruments or other documents on behalf of such corporation in connection with the transactions contemplated by this Agreement and the Related Documents; and (c) with respect to Buyer, its General Manager.

“Business Day” shall mean any day on which commercial banks are not authorized or required to close in either Minneapolis, Minnesota or Chicago, Illinois.

“Buyer” is defined in the preamble.

“Closing Date” means October 1, 2009.

“Collateral Security” means, with respect to any Receivable, (i) any security interest, granted by or on behalf of the related Account Debtor with respect thereto, including a security interest in the related Products or assets, (ii) all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the agreement giving rise to such Receivable or otherwise, together with all financing statements filed against an Account Debtor describing any collateral securing such Receivable, (iii) all guarantees, insurance and other agreements (including Financing Agreements and subordination agreements with other lenders) or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the agreement giving rise to such Receivable or otherwise, and (iv) all Records in respect of such Receivable.

“Collections” means, without duplication, all payments by or on behalf of Account Debtors received in respect of the Receivables (including insurance proceeds and proceeds from the realization upon any Collateral Security) in the form of cash, checks, wire transfers or any other form of payment.

“Cure Period” is defined in Section 4.1(c).

“Debtor Relief Laws” means Title 11 of the United States Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, readjustment of debt, marshalling of assets or similar debtor relief laws of the United States, any state or any foreign country from time to time in effect, affecting the rights of creditors generally.

“Eligible Receivable” means a Receivable:

(a) that was created pursuant to genuine and bona fide transactions in the ordinary course of Seller’s and Toro’s business and in compliance with all applicable Requirements of Law, other than those Requirements of Law the failure with which to comply could not reasonably be expected to have a material adverse effect on Buyer or any assigns, and pursuant to a Financing Agreement that complies with all applicable Requirements of Law, other than those Requirements of Law the failure with which to comply could not reasonably be expected to have a material adverse effect on Buyer or any of its creditors or assigns;

(b) with respect to which all consents, licenses, approvals or authorizations of, or registrations with, any Governmental Authority required to be obtained or made by Seller or Toro in connection with the creation of such Receivable or the execution, delivery and performance by Seller of the related Financing Agreement, have been duly obtained or made and are in full force and effect as of the date of creation of such Receivable, but failure to comply with this clause (b) shall not cause a Receivable not to

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be an Eligible Receivable if, and to the extent that, the failure to so obtain or make any such consent, license, approval, authorization or registration could not reasonably be expected to have a material adverse effect on Buyer or its assigns;

(c) that is not the subject of any Litigation that is pending or has been threatened in writing;

(d) as to which, at the time of its transfer to Buyer, Seller will have good and marketable title free and clear of all Liens (other than Permitted Encumbrances);

(e) that is freely assignable and is the subject of a valid transfer and assignment from Seller to Buyer of all of Seller’s right, title and interest therein;

(f) that at and after the time of transfer to Buyer is, and the Financing Agreement with respect thereto is, the legal, valid and binding payment obligation of the Account Debtor thereof, legally enforceable against such Account Debtor in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws, and by general principles of equity (whether considered in a suit at law or in equity);

(g) that constitutes an “account”, “chattel paper” or “general intangible” within the meaning of UCC Section 9-102;

(h) as to which, at the time of its transfer to Buyer, neither Seller nor Toro has not taken any action which, or failed to take any action the omission of which, would, at the time of transfer to Buyer, impair Buyer’s rights therein;

(i) the obligations with respect to which, at the time of its transfer to Buyer, have not been waived or modified except as permitted by this Agreement;

(j) that, at the time of its transfer to Buyer, except as contemplated by Section 4.2(c), is not subject to any right of rescission, setoff, counterclaim or any other defense of an Account Debtor (including the defense of usury), other than defenses arising out of Debtor Relief Laws and except as the enforceability of such Receivable may be limited by general principles of equity (whether considered in a suit at law or equity);

(k) which, at the time of transfer to Buyer is secured by, inter alia, a first priority perfected security interest (whether by prior filing, purchase money security interest, subordination agreement from prior filers or otherwise) in any related Product other than with respect to Receivables due on an unsecured open account basis from Account Debtors in an aggregate amount not to exceed $4,000,000 whether acquired by Buyer under the terms of this Agreement or any other agreement with Seller, Toro or their Affiliates; provided, that with respect to Receivables relating to extended service contracts, such Receivables shall only be “Eligible Receivables” within the scope of this clause (k) to the extent Seller, Toro or their Affiliates has provided recourse or other credit support upon such terms as Seller, Toro and Buyer shall agree prior to transfer;

provided, however, that a Receivable shall not be an “Eligible Receivable”:

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(l) if it is an open account receivable that is due or unpaid more than ninety (90) days after the original due date unless such past due or unpaid amount is the subject of a bona fide dispute or represents less than five percent (5%) of the original invoice amount for such Receivable;

(m) if it is a floor plan receivable (x) that is related to a Product that has been sold out of trust for more than ninety (90) days, (y) as to which charges or fees are more than ninety (90) days past due (in which case, neither such charges or fees nor the related receivable(s) shall be an Eligible Receivable) or (z) as to which a scheduled payment is more than ninety (90) days past due;

(n) if the Account Debtor that is obligated on such Receivable shall have (i) applied for, suffered, or consented to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property; (ii) admitted in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (iii) made a general assignment for the benefit of creditors, (iv) suffered a Bankruptcy Event; or (v) taken any action for the purpose of effecting any of the foregoing;

(o) if the sale to the Account Debtor that is obligated on such Receivable is outside the United States or Canada;

(p) if it is subject to any claim of offset (unless Seller has received a letter from the applicable Account Debtor in form and substance satisfactory to Buyer indicating that such Account Debtor shall not exercise its right of offset), deduction, defense, dispute, or counterclaim, or is owed by an Account Debtor that is also a supplier of Seller (but only to the extent of Seller’s obligations to such Account Debtor from time to time) or the Receivable is contingent in any respect for any reason;

(q) if any return, rejection or repossession of the Product to which the Receivable relates has occurred and is not reflected in the determination of the Outstanding Balance of such Receivable; or

(r) if such Receivable is not payable to Seller or one of its Affiliates.

“Financing Agreement” means any agreement entered into between Seller and an Account Debtor in order to finance Products purchased by such Account Debtor.

“GAAP” means generally accepted accounting principles as in effect in the United States of America from time to time, consistently applied.

“Governmental Authority” means any domestic or foreign national, state or local government, any political subdivision thereof, any department, agency, authority or bureau of any of the foregoing, or any other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Ineligible Receivable” is defined in Section 4.1(c).

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“Insurance Proceeds” with respect to Collateral Security means any amounts received pursuant to any policy of insurance related thereto which are required to be paid to Seller with respect thereto.

“Joint Venture Agreement” means that certain Agreement to Form Joint Venture dated as of August 12, 2009 by and between Toro and TCFIF.

“Knowledge” with respect to Seller or Toro means the actual knowledge of an Authorized Officer of Seller or Toro, as appropriate.

“Lien” means, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in, of, or on such property or the income therefrom, including the interest of a vendor or lessor under a conditional sale agreement, capital lease or other title retention agreement, or any agreement to provide any of the foregoing, and the filing of any financing statement or similar instrument under the UCC or comparable law of any jurisdiction.

“Litigation” means, with respect to any Person, any action, claim, lawsuit, demand, investigation or proceeding pending or threatened in writing against such Person before any court, board, commission, agency or instrumentality of any Governmental Authority or before any arbitrator or panel of arbitrators.

“LLC Agreement” means that certain Limited Liability Company Agreement dated as of August 12, 2009 by and between TCFIF Joint Venture I, LLC, a Minnesota limited liability company, and Red Iron Holding Corporation, a Delaware corporation.

“Material Adverse Effect” means a material adverse effect on (a) the ability of Seller or Toro to perform any of its obligations under this Agreement in accordance with the terms hereof, or (b) the Transferred Receivables (including the collectability of the Transferred Receivables other than those Transferred Receivables that are Additional Receivables due to the application of clause (m) of the definition of “Eligible Receivable” (and then only to the extent that the application of such clause is expressly set forth in Schedule 2 as the reason for such Additional Receivables being identified on Schedule 2) and those Transferred Receivables of Account Debtors set forth on Schedule 2(a)), and any Collateral Security).

“Officer’s Certificate” means, with respect to any Person, a certificate signed by an Authorized Officer of such Person.

“Outstanding Balance” means, with respect to any Receivable, the amount of such Receivable at the time of determination reduced by any credit issued by Seller or Toro as contemplated by Section 4.2(c).

“Permitted Encumbrances” means the following: (a) Liens for taxes or assessments or other governmental charges not yet due and payable; (b) inchoate and unperfected workers’, mechanics’, suppliers’ or similar Liens arising in the ordinary course of business; (c) presently existing or hereinafter created Liens in favor of, or created by, Buyer; (d) any Lien created or permitted by any agreement between Buyer and Seller; (e) any security interests in assets that are

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subordinate to the security interests securing the related Receivables; and (f) Liens in favor of Seller that are assigned to Buyer in accordance with the terms of this Agreement.

“Person” means and includes an individual, a partnership, a corporation (including a business trust), a limited liability company, a joint stock company, an unincorporated association, a joint venture, a trust, a Governmental Authority or other entity.

“Principal Collections” means Collections other than Collections of interest and all other non-principal charges (including insurance service fees and handling fees) on the Receivables.

“Products” means the commercial, consumer goods, parts and accessories manufactured or distributed by Toro or one of its Affiliates.

“Purchase Price” is defined in Section 2.3.

“Receivable” means all amounts payable (including interest, finance charges and other charges), and the obligation to pay such amounts, by the related Account Debtor from time to time in connection with extensions of credit made by Seller to Account Debtors in order to finance Products and services purchased by Account Debtors from Seller or Toro, together with the group of writings evidencing such amounts and any related Collateral Security and all of the rights, remedies, powers and privileges thereunder (including under any related Financing Agreement).

“Records” means, with respect to any Receivable, all Financing Agreements and other documents, books, records and other information (including tapes, disks and related property and rights) relating to such Receivable and the related Account Debtor.

“Recourse Obligation” is defined in Section 2.4.

“Related Documents” means any documents or instruments evidencing Collateral Security.

“Repurchase Agreement” is defined in Section 4.2(f).

“Requirements of Law” means, as to any Person, (a) the articles or certificate of incorporation or organization, bylaws, operating agreement, limited liability company agreement, partnership agreement or other organizational or governing documents of such Person, (b) any law, treaty, rule or regulation applicable to such Person, (c) any license, permit, approval or other authorization granted by any Governmental Authority to or for the benefit of such Person and (d) any judgment, decision or determination of any Governmental Authority or arbitrator, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Seller” is defined in the preamble.

“TCFIF” means TCF Inventory Finance, Inc., a Minnesota corporation.

“Toro” is defined in the preamble.

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“Transferred Assets” is defined in Section 2.1(a).

“Transferred Receivables” means the Receivables described on Schedules 1, 2 and 2(a) attached hereto.  However, Receivables that are repurchased by Seller or Toro pursuant to this Agreement shall cease to be considered “Transferred Receivables” from the date of such repurchase.

“UCC” means, with respect to any jurisdiction, the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in such jurisdiction.

“United States” means the United States of America, together with its territories and possessions.

1.2 Other Interpretive Matters.  All terms defined directly or by incorporation in this Agreement shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement and all related certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in this Agreement, and accounting terms partly defined in this Agreement to the extent not defined, shall have the respective meanings given to them under GAAP; (b) unless otherwise provided, references to any month, quarter or year refer to a calendar month, quarter or year; (c) terms defined in Article 9 of the UCC as in effect in the applicable jurisdiction and not otherwise defined in this Agreement are used as defined in that Article; (d) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (e) the words “hereof,” “herein” and “hereunder” and words of similar import refer to this Agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of this Agreement (or such certificate or document); (f) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to this Agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (g) the words “include” or “including” shall not be construed to be limiting or exclusive; (h) references to any law or regulation refer to that law or regulation as amended from time to time and include any successor law or regulation; (i) references to any agreement refer to that agreement as from time to time amended, restated or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (j) references to any Person include that Person’s successors and permitted assigns and (k) the term “or” has the meaning represented by the phrase “and/or.”

ARTICLE II
SALE

2.1 Sale.

(a) Seller does hereby transfer, assign, set over and otherwise convey to Buyer, without recourse except as provided herein, all its right, title and interest (and Seller hereby agrees to cause each of its Affiliates, if applicable, to transfer, assign, set over and otherwise convey to Buyer, without recourse except as provided herein, all of

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their respective right, title and interest) in, to and under, the following (the “Transferred Assets”):

(i) the Seller’s Transferred Receivables;

(ii) the Collateral Security with respect to all Transferred Receivables transferred pursuant to clause (i), together with all monies due or to become due and all amounts received or receivable with respect thereto and Insurance Proceeds relating thereto;

(iii) without limiting the generality of the foregoing or the following, all of Seller’s rights to receive payments from any Account Debtor in respect of such Transferred Receivables;

(iv) all proceeds of all of the foregoing; and

(v) all reports, data, notes, Account Debtor lists and files and other books and records of Seller that relate exclusively to, or are used exclusively in connection with, any of the foregoing.

The foregoing does not constitute and is not intended to result in the creation or assumption by Buyer of any obligation of Seller or any other Person in connection with the Transferred Receivables or under any agreement or instrument relating thereto, including any obligation under the Financing Agreements or any other obligation to any Account Debtor. The foregoing conveyance shall be effective as of 12:01 AM Central Time on the Closing Date, as to all Transferred Assets then existing (it being understood and agreed that, in the case of clause (iv), the Collections transferred to Buyer shall include all Collections from and including the Closing Date

(b) The parties acknowledge that the information set forth on Schedules 1, 2 and 2(a) has been prepared based on information available to Seller as of September 25, 2009.  Promptly following the Closing Date and in any event by no later than October 5, 2009, Seller shall prepare for attachment to this Agreement, revised Schedules 1, 2 and 2(a), in form and substance reasonably acceptable to Buyer, describing in detail the Transferred Receivables as of the Closing Date, which revised Schedules 1, 2 and 2(a) shall replace and supersede the corresponding schedules originally attached hereto.

(c) Notwithstanding anything herein to the contrary, a Receivable shall not be a “Transferred Receivable” if the sale to the Account Debtor that is obligated on such Receivable is in the state of New York.

(d) Seller shall irrevocably instruct all Account Debtors under the Transferred Receivables to make all payments on account thereof on and after the Closing Date to Buyer.

(e) Any Collections received by Seller or Toro on or after the Closing Date with respect to the Transferred Receivables shall be deemed held by Seller or Toro in

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trust and as fiduciary for Buyer.  Seller and Toro shall pay the same over to Buyer forthwith upon receipt.

(f) Buyer is hereby authorized and empowered (which authorization and power, being coupled with an interest, is irrevocable unless and until a Transferred Receivable is repurchased by Seller or Toro pursuant to the terms of this Agreement):

(i) to request confirmation from any Account Debtor or party obligated under or with respect to any Transferred Receivable of the amount shown by the Transferred Receivable to be payable, or any other matter stated therein;

(ii) to endorse in Seller’s name and to collect, any chattel paper, checks, notes, drafts, instruments or other items of payment tendered to or received by Buyer in payment of any Transferred Receivable;

(iii) to notify any Account Debtor or other Person obligated under or in respect of any Transferred Receivable of the sale thereof to Buyer;

(iv) to direct any Account Debtor or other Person obligated under or in respect of any Transferred Receivable to make payment directly to Buyer of any amounts due or to become due thereunder or with respect thereto.

2.2 Acceptance by Buyer.  Buyer hereby acknowledges its acceptance of all right, title and interest to the property, now existing and hereafter created, conveyed to Buyer pursuant to Section 2.1.

2.3 Purchase Price.  Buyer shall pay a purchase price to Seller equal to the sum of (i) for the Transferred Receivables from Seller that are Eligible Receivables and the other Transferred Assets related thereto, the Outstanding Balance of such Transferred Receivables, and (ii) for the Transferred Receivables from Seller that are Additional Receivables and the other Transferred Assets related thereto, the purchase price for such Additional Receivables set forth in Schedule 2 (in each case, the “Purchase Price”).  The Purchase Price shall be paid on an estimated basis determined from Schedule 1 originally attached to this Agreement in the amount of Sixty-Eight Million Four Hundred Thousand Eight Hundred Seventy-Five and 94/100 Dollars ($68,400,875.94) in immediately available funds by wire transfer on the Closing Date.  Following completion and attachment to this Agreement of revised Schedules 1, 2 and 2(a) as contemplated by Section 2.1(b), the final Purchase Price shall be determined from such revised Schedules, and Purchaser or Seller, as appropriate, shall on the following Business Day pay to the Purchaser or Seller in immediately available funds by wire transfer, the amount by which the final Purchase Price is less than (payment due to Purchaser) or greater than (payment due to Seller) the estimated Purchase Price paid to Seller on the Closing Date.  No interest shall be payable with respect to any amount paid pursuant to the preceding sentence.

2.4 Additional Receivables.  Set forth on Schedule 2 is the reason each Additional Receivable fails to qualify as an Eligible Receivable. Warranties contained herein generally applicable to Receivables that are in direct conflict with such reasons shall not apply to an Additional Receivable to the extent of the reason expressly set forth in Schedule 2 for such

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Additional Receivable.  Set forth on Schedule 2(a) are those Account Debtors for which Buyer’s credit underwriting process has not yet been completed and, for purposes of this Section 2.4, the term “Additional Receivables” shall include the Transferred Receivables of such Account Debtors.  If an Account Debtor shall default in the payment of any Additional Receivable set forth on Schedule 2 and Schedule 2(a), then, after the expiration of any cure period applicable to such Additional Receivable and upon demand by Buyer which shall set forth in reasonable detail the nature of such default, Seller, or Toro on Seller’s behalf, shall repurchase such Additional Receivable from Buyer as provided in Sections 4.1(d) and 4.1(e) of this Agreement as if such Additional Receivable were an Ineligible Receivable (such repurchase obligation being referred to herein as the “Recourse Obligation”).  Buyer’s rights under this Section 2.4 with regard to Additional Receivables are in lieu of Buyer’s rights under the provisions of Section 4.2(f) of this Agreement and are not subject to the limitation set forth in Section 4.2(f).  Notwithstanding the foregoing, if Buyer notifies Seller or its designee, as a result of Buyer’s own determination or in response to a request from Seller or Seller’s designee, that due to changed circumstances any Additional Receivable or any group of Additional Receivables attributable to a single Account Debtor (including those Account Debtors listed by name on Schedule 2(a)) sold to Buyer pursuant to this Agreement is no longer subject to any condition requiring that it or they be treated as Additional Receivable(s) such that it or they would qualify as Eligible Receivables, the subject Receivable(s) shall thereafter be considered as Eligible Receivable(s) and Seller and Toro shall no longer be subject to the Recourse Obligation with respect thereto, it being understood that Section 4.2(f) and all other provisions of this Agreement applicable to Eligible Receivables shall thereafter apply to such Eligible Receivables. Buyer agrees to respond to any request from Seller or Seller’s designee made pursuant to the preceding sentence, which request shall specify with reasonable detail the basis for such request, indicating Buyer’s acceptance of such request or rejection of such request and, to the extent applicable, the reason for such rejection, in writing within five (5) Business Days after Buyer’s receipt of such request from Seller or Seller’s designee. At such time as all Additional Receivables due from any of the Account Debtors listed on Schedule 2(a) attached hereto are determined in accordance with the foregoing procedure to be Eligible Receivables, such Schedule 2(a) shall be amended to delete the reference to such Account Debtor. In addition at any time one or more Additional Receivables are determined to be Eligible Receivables in accordance with the foregoing procedure, each of the parties hereto agrees to execute and deliver any documents or instruments reasonably requested by a party hereto to confirm that all such Receivables shall be treated thereafter as if they had been transferred and conveyed to Buyer without the recourse specified in this Section 2.4.

ARTICLE III
CONDITIONS PRECEDENT

3.1 Conditions to Transfer.  The sale by Seller hereunder shall be subject to satisfaction of each of the following conditions precedent (any one or more of which may be waived in writing by Buyer) as of the Closing Date:

(a) Documents. This Agreement or counterparts hereof shall have been duly executed by, and delivered to, Seller, Toro and Buyer, and Buyer shall have received such documents, instruments and agreements as Buyer shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance reasonably satisfactory to Buyer.

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(b) Governmental Approvals. Buyer shall have received satisfactory evidence that Seller and Toro have obtained all consents and approvals of all Persons, including all requisite Governmental Authorities, if any, required for Seller and Toro to execute, deliver and perform their obligations under this Agreement and to consummate the transactions contemplated hereby.

(c) Compliance with Laws. Seller and Toro shall be in compliance with all applicable foreign, federal, state and local laws and regulations, except to the extent that the failure to so comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(d) Other Agreements.  The Joint Venture Agreement and the LLC Agreement shall have been executed and delivered and the same shall be in full force and effect.

(e) Representations and Warranties.  The representations and warranties of Seller and Toro contained herein shall be true and correct in all material respects as of the Closing Date, both before and after giving effect to such sale.

(f) Covenants.  Seller and Toro shall be in compliance in all material respects with each of their covenants and other agreements set forth herein.

ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS

4.1 Representations and Warranties of Seller and Toro.

(a) To induce Buyer to accept the Transferred Assets, Seller and Toro, jointly and severally, make the following representations and warranties to Buyer, as of the Closing Date:

(i) Valid Existence; Power and Authority. Each of Seller and Toro (1) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (2) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification and where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect; (3) has all requisite power and authority to execute, deliver and perform its obligations under this Agreement; and (4) is able to perform its obligations under this Agreement.

(ii) Authorization of Transaction; No Violation. The execution, delivery and performance by Seller and Toro of this Agreement and the Related Documents to which each is a party and, without limiting the foregoing, the creation of all ownership interests provided for herein: (1) have been duly authorized by all necessary action on the part of Seller or Toro, and (2) do not violate any provision of any law or regulation of any Governmental Authority, or contractual or other restrictions binding on Seller or Toro, except where such

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violations, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(iii) Enforceability. Each of Seller and Toro is in compliance with all material provisions of this Agreement and any Related Documents to which Seller or Toro is a party.  This Agreement and any Related Documents to which Seller or Toro is a party have been duly executed and delivered by Seller or Toro and constitute legal, valid and binding obligations of Seller or Toro enforceable against it in accordance with their terms.

(iv) No Proceedings. There are no proceedings or, to the best Knowledge of Seller or Toro, investigations, pending or threatened in writing against Seller or Toro, before any Governmental Authority (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of Seller or Toro, could reasonably be expected to materially and adversely affect the performance by Seller or Toro of its obligations under this Agreement or (iv) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the validity or enforceability of this Agreement.

(v) Accuracy of Certain Information. All written factual information heretofore furnished by Seller or Toro to Buyer with respect to the Transferred Receivables for the purposes of, or in connection with, this Agreement was true and correct in all material respects on the date as of which such information was stated or certified.

(vi) Transferred Receivables. With respect to each Transferred Receivable, Seller and Toro represent and warrant that as of the Closing Date:

(1) each Transferred Receivable satisfies the criteria for an Eligible Receivable as of the Closing Date, except, with respect to an Additional Receivable, to the extent expressly set forth in Schedule 2 for such Additional Receivable; and

(2) all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by Seller in connection with the conveyance by Seller of such Transferred Receivable to Buyer have been duly obtained, effected or given and are in full force and effect.

(vii) Products.  All Products relating to Transferred Receivables are of merchantable quality and are in conformance with the terms and conditions of any applicable Financing Agreement.  The original price paid by the Account Debtor for the Products does not include any amount in respect of other goods or services provided by Seller or Toro to the Account Debtor, other than for any delivery charges.

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(viii) Perfection.  Seller or Toro has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect any security interest granted by any Account Debtor in property securing the related Receivables.

(ix) Priority.  Other than the ownership interests transferred to Buyer pursuant to this Agreement, neither Seller nor Toro has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Transferred Assets except as permitted by this Agreement. Neither Seller nor Toro has authorized the filing of and neither Seller nor Toro is aware of any financing statements against Seller or Toro that include a description of collateral covering the Transferred Assets other than any financing statement that has been terminated. None of the chattel paper that constitutes or evidences the Receivables has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than Buyer. Neither Seller nor Toro is aware of any judgment lien in excess of $100,000 that is final, binding and not subject to appeal or ERISA lien or tax lien filings against it.

(x) Performance.  Each of Seller and Toro has performed or, to the extent applicable, will timely perform, all of its material obligations relating to the Transferred Receivables and, in particular and without limitation, all Products have been delivered to the Account Debtor as are due and required with respect to the Outstanding Balance of the Transferred Receivable.

(xi) Account Debtor Performance.  No amounts due with respect to the Transferred Receivables have been paid in advance.  No Account Debtor is in breach or default under any Financing Agreement.

(xii) Financing Agreements.  The Financing Agreement and any other documents provided to Buyer in connection with a Transferred Receivable (A) constitute the entire agreement between Seller and the Account Debtor in relation to the financing of Products underlying such Transferred Receivable; (B) represent the legal, valid, binding and enforceable obligation of Seller and the Account Debtor; (C) comply with all applicable Requirements of Law and other requirements for their validity and enforceability; and (D) represent a final sale.

(b) Upon discovery by Seller, Toro or Buyer of a breach of any of the representations and warranties by Seller or Toro set forth in this Section 4.1, the party discovering such breach shall give prompt written notice to the others. Seller and Toro, jointly and severally, agree to undertake forthwith to cure any such breach and diligently prosecute such cure to completion.

(c) If (i) any representation or warranty of Seller or Toro contained in Section 4.1(a) is not true and correct in any material respect as of the date specified therein with respect to any Transferred Receivable and as a result of such breach Buyer’s interest in such Transferred Receivable is materially and adversely affected, including if Buyer’s rights in, to or under such Transferred Receivables or the proceeds of such Transferred

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Receivables are impaired or such proceeds are not available for any reason to Buyer free and clear of any Lien other than Permitted Encumbrances, unless cured within thirty (30) days after the earlier to occur of the discovery thereof by Seller or Toro or receipt by Seller or Toro of notice thereof given by Buyer (in either case, the “Cure Period”) or (ii) any Transferred Receivable other than an Additional Receivable was not an Eligible Receivable on the Closing Date or any Transferred Receivable identified as an Additional Receivable does not meet any requirement for an Eligible Receivable other than those expressly identified on Schedule 2 with respect to such Additional Receivable, then such Transferred Receivable shall be designated an “Ineligible Receivable;” provided, that any such Transferred Receivable that becomes an Ineligible Receivable under clause (i) will not be deemed to be an Ineligible Receivable but will be deemed an Eligible Receivable or a qualifying Additional Receivable if on any day prior to the end of the Cure Period, (i) the relevant representation and warranty shall be true and correct in all material respects as if made on such day and (ii) Seller or Toro, as appropriate, shall have delivered an Officer’s Certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

(d) Seller, or Toro on Seller’s behalf, shall repurchase such Ineligible Receivable (as to which the Cure Period has expired, as applicable) from Buyer as provided below, which repurchase, subject to Seller’s performance thereof, shall be Buyer’s sole and exclusive remedy for a breach of Sections 4.1(a), 4.2(a), 4.2(b), 4.3(a) or 4.3(c) as to individual Transferred Receivables. In connection with such repurchase, Seller or Toro, as appropriate, shall pay to Buyer in immediately available funds not later than five (5) Business Days after Seller’s receipt from Buyer of notice of such Ineligible Receivable’s ineligibility, in payment for such repurchase, an amount equal to the Aggregate Repurchase Amount. The payment of such deposit amount in immediately available funds shall otherwise be considered payment in full of all of such Transferred Receivables.  Toro’s obligation to repurchase an Ineligible Receivable hereunder is joint and several with that of Seller.

(e) Upon the payment, if any, required to be made to Buyer as provided in Section 4.1(d), Buyer shall automatically and without further action be deemed to transfer, assign, set over and otherwise convey to Seller or its designee, without recourse, representation or warranty, except as set forth in the following sentence, all the right, title and interest of Buyer in and to the applicable Ineligible Receivables, all moneys due or to become due and all Collateral Security with respect thereto and all amounts received with respect thereto and all proceeds thereof. Such transfer shall be free and clear of any Liens created by or through Buyer.  Any collections received by Buyer with respect to any Ineligible Receivables transferred to Seller or its designee, as well as any amounts received by Buyer from an Account Debtor at any time which do not constitute Collections, shall be deemed held by Buyer in trust and as fiduciary for Seller or its designee and Buyer shall pay the same over to Seller or its designee forthwith upon receipt.  Buyer will irrevocably instruct all Account Debtors with respect to such Ineligible Receivables to make all payments on account thereof after such assignment to Seller or its designee.  Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Seller or its designee to effect the conveyance of such Ineligible Receivables pursuant to this Section.

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(f) Notwithstanding any other provision of this Agreement or any Related Document, the representations contained in Section 4.1(a) shall be continuing and remain in full force and effect.

4.2 Covenants of Seller and Toro.

(a) Product Warranties.  All Products underlying the Transferred Receivables shall be subject to applicable product warranties of Toro and Toro agrees to perform, or cause to be performed, all repairs, modifications and/or other acts required by Toro pursuant to the product warranties.  All expenses of performance by Toro under this Section 4.2(a) shall be paid by Toro.  If Toro does not perform, or cause to be performed, any act required by Toro pursuant to such product warranties on any Product underlying a Transferred Receivable or pay the expenses therefor within a reasonable time after demand therefor, such Transferred Receivable shall become an “Ineligible Receivable,” immediately subject to the repurchase obligations set forth under Section 4.1(d), without giving effect to the Cure Period.

(b) Returns.  If Seller or Toro accepts the return from any Account Debtor of any Product covered by any Transferred Receivable, voluntarily or otherwise, whether or not any substitution is made for such returned Product, Seller or Toro, as appropriate, will pay to Buyer the Outstanding Balance of such Transferred Receivable or the portion thereof attributable to the returned Product within ten (10) Business Days of the approval by Seller or Toro of the return of the Product by an Account Debtor.  If Seller or Toro does not pay to Buyer the Outstanding Balance (or portion thereof) of such Transferred Receivable as required by this Section 4.2(b), such Transferred Receivable shall become an “Ineligible Receivable,” immediately subject to the repurchase obligations set forth under Section 4.1(d), without giving effect to the Cure Period.

(c) Credits.  If Seller or Toro in the ordinary course of business issues any credit to any Account Debtor that reduces any amount due with respect to a Transferred Receivable, Seller or Toro, as appropriate, shall pay to Buyer an amount equal to such credit within two (2) Business Days of the issuance thereof.

(d) Notification and Resolution of Disputes.  Seller or Toro shall promptly notify Buyer of all facts or circumstances of which Seller or Toro has Knowledge and are material to Buyer’s interests under this Agreement in relation to the terms and conditions of any Financing Agreement, a Transferred Receivable and/or the relevant Products including any dispute or threatened dispute with an Account Debtor in relation thereto of which Seller or Toro has Knowledge.  Seller or Toro will, if requested to do so by Buyer, use commercially reasonable efforts to assist Buyer, at no cost to Seller or Toro, in resolving any disputes between Buyer and any Account Debtor and in collecting the Transferred Receivables.

(e) Repossession of Products.  If an Account Debtor defaults on any of its obligations to Buyer, Buyer may appoint Seller or Toro as its agent (without compensation) to recover possession of the relevant Products from the Account Debtor and Seller or Toro, as appropriate, shall, if it accepts such appointment in its sole

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discretion, on such appointment, at its own risk, cost and expense, repossess, transport, store and insure such Products.  Seller or Toro, as appropriate, shall keep any Products repossessed by it in a safe and suitable environment.  In case Seller or Toro declines to act as Buyer’s agent, Seller and Toro shall cooperate with Buyer to appoint a third party, at Seller’s or Toro’s, as appropriate, cost and expense, in connection with the repossession, transportation, storage and insurance of such Products.

(f) Limited Repurchase Obligation.  With respect to the Transferred Receivables, Buyer shall be entitled to the benefits to which Red Iron is entitled described in Sections 3 and 4(b) of the form of Repurchase Agreement attached as Exhibit A hereto (the “Repurchase Agreement”), subject to the limits set forth in Section 4(a) of the Repurchase Agreement, and Seller and Toro jointly and severally agree to perform any obligations of Seller (as defined in the Repurchase Agreement) set forth in Sections 3 and 4(b) of the Repurchase Agreement, subject to the limits set forth in Section 4(a) of the Repurchase Agreement.

4.3 Negative Covenants of Seller and Toro.  Seller and Toro each covenants and agrees that, without the prior written consent of Buyer:

(a) Liens. Neither Seller nor Toro shall create, incur, assume or permit to exist any Lien, other than Permitted Encumbrances, on or with respect to the Transferred Assets.  If a Transferred Receivable is subject to such a Lien and such Lien is not released within the Cure Period, such Transferred Receivable shall become an “Ineligible Receivable,” immediately subject to the repurchase obligations set forth under Section 4.1(d), without giving effect to the Cure Period.

(b) Amendments to Financing Agreements. Neither Seller nor Toro shall amend the Financing Agreements.

(c) Non Disturbance of Buyer’s Rights. Neither Seller nor Toro shall take any action over the Transferred Receivables and, in particular, except as contemplated by Section 4.2(c), will not grant discounts or grace periods to the Account Debtors nor will they agree to any compromise with respect to the Transferred Receivables.  If Seller or Toro takes any of the foregoing actions with respect to a Transferred Receivable, such Transferred Receivable shall become an “Ineligible Receivable,” immediately subject to the repurchase obligations set forth under Section 4.1(d) without giving effect to the Cure Period.

(d) Sale Characterization. For accounting purposes, Seller shall not account for the transactions contemplated by this Agreement in any manner other than, with respect to the sale of each Transferred Receivable, as a true sale and absolute assignment of its full right, title and ownership interest in the related Transferred Assets to Buyer. Seller shall also maintain its records and books of account in a manner which clearly reflects each such sale of the Transferred Receivables to Buyer.

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ARTICLE V
MISCELLANEOUS

5.1 Notices.  Notices and all other communication provided for herein shall be in writing and shall be deemed to have been given to a party at the earlier of (a) when personally delivered, (b) 72 hours after having been deposited into the custody of the U.S. Postal Service, sent by first class certified mail, postage prepaid, (c) one business day after deposit with a national overnight courier service, (d) upon receipt of a confirmation of facsimile transmission, or (e) upon receipt of electronic mail (with a notice contemporaneously given by another method specified in this Section 5.1); in each case addressed as follows:

If to Buyer:	Red Iron Acceptance, LLC
	0000 Xxxxxxx Xxxxxx Xxxxx
	Xxxxxxxxxxx, XX 00000
	Attention: General Manager
	Telephone: (000) 000-0000
	Facsimile: (000) 000-0000
	Email: xxxxxx@xxxxx.xxx
	with copies to:
	TCF Inventory Finance, Inc.
	0000 Xxxxxxxxxx Xxxx, Xxxxx 000
	Xxxxxxx Xxxxxxx, XX 00000
	Attention: Xxxxxxx X. Xxxxxxx, General Counsel
	Telephone: (000) 000-0000
	Facsimile: (000) 000-0000
	Email: xxxxxxxx@xxxxx.xxx
	and:
	TCF National Bank
	000 X. Xxxx Xxxxxx
	Xxxxxxx, XX 00000
	Attention: General Counsel
	Telephone: (000) 000-0000
	Facsimile: (000) 000-0000
	Email: xxxxxx@xxxxxxx.xxx

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	and:
	Xxxxxx, Xxxxxxxx and Xxxxxx, P.A.
	5500 Xxxxx Fargo Center
	00 Xxxxx Xxxxxxx Xxxxxx
	Xxxxxxxxxxx, XX 00000
	Attention: Xxxxxx X. Xxxxxx, Esq.
	Telephone: (000) 000-0000
	Facsimile: (000) 000-0000
	Email: xxx@xxxxx.xxx
If to Seller or Toro:	The Toro Company
	Toro Credit Company
	0000 Xxxxxxx Xxxxxx Xxxxx
	Xxxxxxxxxxx, XX 00000
	Attention: Treasurer
	Telephone: (000) 000-0000
	Facsimile: (000) 000-0000
	Email: Xxx.Xxxxxx@xxxx.xxx
	with copies to:
	The Toro Company
	0000 Xxxxxxx Xxxxxx Xxxxx
	Xxxxxxxxxxx, XX 00000
	Attention: General Counsel
	Telephone: (000) 000-0000
	Facsimile: (000) 000-0000
	Email: Xxx.Xxxxxxx@xxxx.xxx
	and:
	Xxxxxxxxxxx Xxxxx & Xxxxxxxx LLP
	0000 Xxxxx XXX Xxxxxxxx
	00 Xxxxx Xxxxxxx Xxxxxx
	Attention: C. Xxxxxx Xxxxxxx, Esq.
	Telephone: (000) 000-0000
	Facsimile: (000) 000-0000
	Email: XXxxxxxx@Xxxxxxxxxxx.xxx

or to such other address as any party hereto may have furnished to the other party hereto in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

5.2 No Waiver; Remedies.

(a) The failure of any party hereto, at any time or times, to require strict performance by any other party hereto of any provision of this Agreement shall not

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waive, affect or diminish any right of such party thereafter to demand strict compliance and performance with this Agreement. Any suspension or waiver of any breach or default hereunder shall not suspend, waive or affect any other breach or default whether the same is prior or subsequent thereto and whether of the same or a different type. None of the undertakings, agreements, warranties, covenants and representations of any party contained in this Agreement, and no breach or default by any party under this Agreement, shall be deemed to have been suspended or waived or amended by any other party hereto unless such waiver or suspension or amendment is by an instrument in writing signed by an officer of or other duly authorized signatory of such party and, in the case of a suspension or waiver, directed to the defaulting party specifying such suspension or waiver.

(b) Each party’s rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies that such party may have under any other agreement, including the Related Documents, by operation of law or otherwise.

5.3 Successors and Assigns.  This Agreement shall be binding upon and shall inure to the benefit of Seller, Toro and Buyer and their respective successors and permitted assigns, except as otherwise provided herein. No party may assign, transfer, hypothecate or otherwise convey its rights, benefits, obligations or duties hereunder without having obtained the prior express written consent of the other party. Any such purported assignment, transfer, hypothecation or other conveyance by Seller or Toro without the prior express written consent of Buyer shall be void. The terms and provisions of this Agreement are for the purpose of defining the relative rights and obligations of Seller, Toro and Buyer with respect to the transactions contemplated hereby and, except as set forth in Section 7.10 of the Joint Venture Agreement, no Person shall be a third-party beneficiary of any of the terms and provisions of this Agreement.

5.4 No Buyer Liability for Contracts.  Seller and Toro hereby acknowledge and agree that Buyer shall not be in any way responsible for the performance of any contract for the sale of Products by Seller or Toro to an Account Debtor giving rise to any Transferred Receivable and Buyer shall not have any obligation to intervene in any dispute arising out of the performance of any such contract.  Seller and Toro shall, jointly and severally, indemnify Buyer and hold Buyer harmless from and against any and all losses, damages, penalties, costs, expenses (including reasonable attorneys’ fees) and liabilities (including product liabilities) incurred by Buyer in connection with any claim or demand by an Account Debtor or any third party arising directly or indirectly from the design, manufacture or sale of the Products, any warranty with respect to the Products or any failure of the Products to comply with the terms and conditions of this Agreement.

5.5 Survival.  Except as otherwise expressly provided herein or in any Related Document, all undertakings, agreements, covenants, warranties and representations of or binding upon Seller, Toro and Buyer, and all rights of Seller, Toro and Buyer hereunder shall not terminate or expire upon the closing of the transactions contemplated hereby, but rather shall survive.

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5.6 Complete Agreement; Modification of Agreement.  This Agreement and the Related Documents constitute the complete agreement between the parties with respect to the subject matter hereof, supersede all prior agreements and understandings relating to the subject matter hereof and thereof, and may not be modified, altered or amended except by written agreement of the parties hereto.

5.7 Dispute Resolution.  In the event the parties hereto cannot mutually reach a decision on an issue arising under this Agreement, then such dispute shall be deemed to be an “Arbitrable Dispute” subject to the dispute resolution procedures set forth in Article VI of the Joint Venture Agreement.

5.8 Jury Trial.  EACH OF SELLER, TORO AND BUYER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING TO THIS AGREEMENT OR ANY RELATED DOCUMENT IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY. THIS WAIVER IS A MATERIAL INDUCEMENT FOR OUR ENTERING INTO THIS AGREEMENT.

5.9 Governing Law; Submission to Jurisdiction.  This Agreement shall be subject to and governed by the laws of the state of Minnesota, without regard to conflicts of laws principles. Each of Seller, Toro and Buyer hereby irrevocably submits to the non-exclusive jurisdiction of the Federal courts sitting in Minneapolis or St. Xxxx, Minnesota or any state court located in Hennepin County, Minnesota, and by execution and delivery of this Agreement, each party hereto accepts for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of such courts with respect to any Litigation concerning this Agreement or the Related Documents or the transactions contemplated hereby and thereby or any matters related thereto not subject to the provisions of Section 5.7. Each party hereto irrevocably waives any objection (including any objection to the laying of venue or any objection on the grounds of forum non conveniens) which it may now or hereafter have to the bringing of any proceeding with respect to this Agreement or the Related Documents to the courts set forth above. Each party hereto agrees to the personal jurisdiction of such courts and that service of process may be made on it at the address indicated in Section 5.1 above. Nothing herein shall affect the right to serve process in any other manner permitted by law.

5.10 Counterparts.  This Agreement may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one agreement.

5.11 Severability.  Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.

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5.12 Section Titles.  The section titles and table of contents contained in this Agreement are provided for ease of reference only and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

5.13 No Setoff.  Seller’s and Toro’s obligations under this Agreement shall not be affected by any right of setoff, counterclaim, recoupment, defense or other right Seller or Toro might have against Buyer, all of which rights are hereby expressly waived by Seller and Toro.

5.14 Further Assurances.

(a) Each of Seller and Toro shall, at its sole cost and expense, upon request of Buyer, promptly and duly authorize, execute and/or deliver, as applicable, any and all further instruments and documents and take such further actions that Buyer may reasonably request to carry out more effectively the provisions and purposes of this Agreement or to obtain the full benefits of this Agreement and of the rights and powers herein granted, including authorizing and filing amendments to financing statements under the UCC with respect to the ownership interest of Buyer created by this Agreement. Seller hereby authorizes Buyer to file any such financing statements without the signature of Seller to the extent permitted by applicable law. A carbon, photographic or other reproduction of this Agreement or of any notice or financing statement covering the Transferred Assets or any part thereof shall be sufficient as a notice or financing statement where permitted by law. If any amount payable under or in connection with any of the Transferred Assets is or shall become evidenced by any instrument, such instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Buyer immediately upon Seller’s receipt thereof and promptly delivered to or at the direction of Buyer.

(b) If Seller or Toro fails to perform any agreement or obligation under this Section 5.14, Buyer may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the reasonable expenses of Buyer incurred in connection therewith shall be payable by Seller or Toro upon demand of Buyer.

5.15 No Indirect or Consequential Damages.  NO PARTY TO THIS AGREEMENT SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR PUNITIVE, EXEMPLARY OR, EXCEPT IN THE CASE OF FRAUD, BAD FAITH, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, INDIRECT OR CONSEQUENTIAL DAMAGES THAT MAY BE ALLEGED AS A RESULT OF ANY TRANSACTION CONTEMPLATED HEREUNDER.

5.16 No Assumption in Drafting.  The parties hereto acknowledge and agree that (a) each party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision, and (b) each party has been represented by counsel in reviewing and negotiating such terms and provisions.  Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the

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interpretation of this Agreement.  Rather, the terms of this Agreement shall be construed fairly as to both parties hereto and not in favor or against either party.

5.17 Headings; Section and Article References.  The headings in this Agreement are inserted for convenience only and are not to be considered in the interpretation or construction of the provisions hereof.  Unless the context of this Agreement otherwise clearly requires, the following rules of construction shall apply to this Agreement: (a) the words “hereof,” “herein” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (b) the words “include” and “including” and words of similar import shall not be construed to be limiting or exclusive and (c) the word “or” shall have the meaning represented by the phrase “and/or.”  Any pronoun used herein shall be deemed to cover all genders.

[Signature page follows]

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IN WITNESS WHEREOF, Seller, Toro and Buyer have caused this Agreement to be duly executed as of the day and year first above written.

	TORO CREDIT COMPANY, as Seller
	By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Its:	President
	THE TORO COMPANY
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Its:	Vice President, Treasurer
	RED IRON ACCEPTANCE, LLC, as Buyer
	By:	/s/ Xxx Xxxxx
	Name:	Xxx Xxxxx
	Its:	General Manager