AMENDED AND RESTATED REPURCHASE AGREEMENT (Two Step)Repurchase Agreement • March 5th, 2010 • Toro Co • Lawn & garden tractors & home lawn & gardens equip
Seller acknowledges that as additional Challenged Dealer Invoices are purchased by Red Iron during the course of a calendar year, Seller may be obligated to honor the purchase obligations with respect to Challenged Dealer Invoices that were exempt from such purchase obligation in prior months as a result of the application of clause (ii) of the preceding sentence and agrees to do so promptly upon demand by Red Iron following the close of any calendar month in which such purchase obligation arises. Beginning December 31, 2010, Red Iron shall, within forty-five (45) days following each December 31 and the expiration date of this Agreement, calculate Average Receivables for the calendar year then ending (or the period ending on such expiration date). Red Iron will thereafter promptly remit to Seller the amount, if any, by which the Challenged Dealer Recourse Obligations fully and finally paid by Seller hereunder with respect to such immediately preceding calendar year (or the current cale
