Common use of Inventory; Perpetual Inventory Clause in Contracts

Inventory; Perpetual Inventory. Each Obligated Party represents and warrants and agrees that all of the Inventory owned by such Obligated Party that is included in Eligible Inventory is and will be held for sale or lease, or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each case, in the ordinary course of such Obligated Party’s business, and is and will be fit for such purposes. Each Obligated Party will keep its Inventory in good and marketable condition, except for damaged, obsolete or defective goods arising in the ordinary course of such Obligated Party’s business. No Obligated Party will, without the prior written consent of the Agents, acquire or accept any Inventory on consignment or approval, except that Xxxxx may accept inventory on consignment from Kubota Tractor Corporation and other vendors, so long as (i) the aggregate amount of such consigned inventory held by all of the Obligated Parties does not exceed $2,000,000 at any one time and (ii) none of such consigned inventory is rented by any Obligated Party to any of its customers. Each Obligated Party agrees that all Inventory produced by such Obligated Party in the U.S. will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated Party will conduct cycle counts of its Inventory such that all of its Inventory shall be counted (though at varying times) at least once per Fiscal Year and, during the existence of an Event of Default, at such other times as either of the Agents requests. Each Obligated Party will maintain a perpetual inventory reporting system at all times. Each Obligated Party, at its own expense, shall make available to the Agents upon request the results of each physical verification, if any, which such Obligated Party may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory. No Obligated Party will, without the Agents’ written consent, sell any Inventory on a xxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis. No Obligated Party will permit any of its Inventory to become a fixture with respect to Real Estate or (except for spare parts Inventory other than Eligible Spare Parts Inventory) to become an accession with respect to other personal property with respect to which Real Estate or personal property the Collateral Agent does not have a Lien. No Obligated Party will, without the Agents’ prior written consent, alter or remove any identifying symbol or number on any of such Obligated Party’s Inventory constituting Collateral.

Inventory; Perpetual Inventory. (a) Each Obligated Party Grantor represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that all of the Inventory owned by such Obligated Party that is included in Eligible Inventory Grantor is and will be held for sale or lease, or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each caseservices, in the ordinary course of such Obligated Party’s Grantor's business, and is and will be fit for such purposes. Each Obligated Party Grantor will keep its Inventory in good and marketable condition, except for damaged, obsolete damaged or defective goods arising in the ordinary course of such Obligated Party’s Grantor's business. No Obligated Party Grantor will, without the prior written consent of the AgentsAgent, acquire or accept any Inventory on consignment or approval; provided, except that Xxxxx however, Grantors may acquire or accept inventory any Inventory on -------- ------- consignment or approval if such Inventory is not reported as Inventory of Grantor, is clearly identified as Inventory held on consignment or approval and is segregated from Kubota Tractor Corporation and other vendors, so long as (i) the aggregate amount Inventory of such consigned inventory held by all of the Obligated Parties does not exceed $2,000,000 at any one time and (ii) none of such consigned inventory is rented by any Obligated Party to any of its customersGrantor. Each Obligated Party Grantor agrees that all Inventory produced by such Obligated Party Grantor in the U.S. United States of America will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated Party Grantor will conduct cycle counts a physical count of its Inventory such that all of its Inventory shall be counted (though at varying times) at least once per Fiscal Year andYear, and after and during the existence continuation of an Event of Default, at such other times as either of the Agents Agent requests. Each Obligated Party Except as otherwise disclosed to the Agent, each Grantor will maintain a perpetual inventory reporting system at all times. Each Obligated Party, at its own expense, shall make available to the Agents upon request the results of each physical verification, if any, which such Obligated Party may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory. No Obligated Party Grantor will, without the Agents’ Agent's written consent, sell any Inventory on a xxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis. No Obligated Party will permit any ; provided, -------- however, Grantors may sell Inventory on a xxxx-and-hold basis in the ------- ordinary course of its business and as reported to Agent. (b) In connection with all of its Inventory to become a fixture with respect to Real Estate or (except for spare parts Inventory other than Eligible Spare Parts Inventory) to become an accession with respect to other personal property with respect to which Real Estate or personal property the Collateral Agent does not have a Lien. No Obligated Party financed by Letters of Credit, each Grantor will, without at the Agents’ prior written consentAgent's request, alter instruct all suppliers, carriers, forwarders, customs brokers, warehouses or remove any identifying symbol others receiving or number holding cash, checks, Inventory, Documents or Instruments in which the Agent holds a security interest to deliver them to the Agent and/or subject to the Agent's order, and if they shall come into such Grantor's possession, to deliver them, upon request, to the Agent in their original form. Each Grantor shall also, at the Agent's request, designate the Agent as the consignee on any all bills of such Obligated Party’s Inventory constituting Collaterallading and other negotiable and non-negotiable documents.

Inventory; Perpetual Inventory. (a) Each Obligated Party Grantor represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that all of the Inventory owned by such Obligated Party that is included in Eligible Inventory Grantor is and will be held for sale or lease, or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each caseservices, in the ordinary course of such Obligated PartyGrantor’s business, and is and will be fit for such purposes. Each Obligated Party Grantor will keep its Inventory in good and marketable condition, except for damaged, obsolete damaged or defective goods arising in the ordinary course of such Obligated PartyGrantor’s business. No Obligated Party Grantor will, without the prior written consent of the AgentsAgent, acquire or accept any Inventory on consignment or approval, except that Xxxxx may accept inventory on consignment from Kubota Tractor Corporation and other vendors, so long as (i) the aggregate amount of such consigned inventory held by all of the Obligated Parties does not exceed $2,000,000 at any one time and (ii) none of such consigned inventory is rented by any Obligated Party to any of its customers. Each Obligated Party Grantor agrees that all Inventory produced by such Obligated Party Grantor in the U.S. United States of America will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated Party Grantor will conduct cycle counts a physical count of its the Inventory such that all of its Inventory shall be counted (though at varying times) at least once per Fiscal Year andYear, and after and during the existence continuation of an Event of Default, at such other times as either of the Agents Agent requests. Each Obligated Party Grantor will maintain a perpetual inventory reporting system at all times. Each Obligated Party, at its own expense, shall make available to the Agents upon request the results of each physical verification, if any, which such Obligated Party may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory. No Obligated Party Grantor will, without the Agents’ Agent’s written consent, sell any Inventory on a xxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis. No Obligated Party will permit . (b) If an Event of Default has occurred and is continuing or during any period that Liquidity is less than $37,500,000, in connection with all Inventory financed by Letters of its Inventory to become a fixture with respect to Real Estate or (except for spare parts Inventory other than Eligible Spare Parts Inventory) to become an accession with respect to other personal property with respect to which Real Estate or personal property the Collateral Agent does not have a Lien. No Obligated Party Credit, each Grantor will, without at the Agents’ prior written consentAgent’s request, alter instruct all suppliers, carriers, forwarders, customs brokers, warehouses or remove any identifying symbol others receiving or number holding cash, checks, Inventory, Documents or Instruments in which the Agent holds a security interest to deliver them to the Agent and/or subject to the Agent’s order, and if they shall come into such Grantor’s possession, to deliver them, upon request, to the Agent in their original form and shall also, designate the Agent as the consignee on any all bills of such Obligated Party’s Inventory constituting Collaterallading and other negotiable and non-negotiable documents.

Inventory; Perpetual Inventory. Each Obligated Party (a) The Grantor represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that all of the Inventory owned by such Obligated Party that is included in Eligible Inventory the Grantor is and will be held for sale or lease, or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each caseservices, in the ordinary course of such Obligated Party’s the Grantor's business, and is and will be fit for such purposes. Each Obligated Party The Grantor will keep its Inventory in good and marketable condition, except for damaged, obsolete damaged or defective goods arising in the ordinary course of such Obligated Party’s the Grantor's business. No Obligated Party willGrantor will not, without the prior written consent of notice to the AgentsAgent, acquire or accept any Inventory on consignment or approval, except that Xxxxx may accept inventory on consignment from Kubota Tractor Corporation and other vendors, so long as (i) the aggregate amount of such consigned inventory held by all of the Obligated Parties does not exceed $2,000,000 at any one time and (ii) none of such consigned inventory is rented by any Obligated Party to any of its customers. Each Obligated Party The Grantor agrees that all Inventory produced by such Obligated Party the Grantor in the U.S. United States of America will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated Party The Grantor will conduct cycle counts a physical count of its the Inventory such that all of its Inventory shall be counted (though at varying times) at least once per Fiscal Year andYear, and after and during the existence continuation of an Event of Default, at such other times as either the Agent requests; provided, however, that so long as an Event of Default does not exist, in lieu of an annual physical inventory, the Agents requestsBorrower may conduct cycle counts that are in compliance with Borrower's internal audit procedures as approved by Borrower's independent certified public accountants. Each Obligated Party The Grantor will maintain a perpetual inventory reporting system at all times. Each Obligated PartyIf Revolving Loans are outstanding, at its own expensethe Grantor will not, shall make available without prior written notice to the Agents upon request the results of each physical verification, if any, which such Obligated Party may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory. No Obligated Party will, without the Agents’ written consentAgent, sell any Inventory on a xxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis. No Obligated Party will permit any basis except in conformity with Borrower's business practices as of its the Closing Date. (b) In connection with all Inventory to become a fixture with respect to Real Estate or (except for spare parts Inventory other than Eligible Spare Parts Inventory) to become an accession with respect to other personal property with respect to which Real Estate or personal property financed by Letters of Credit, the Collateral Agent does not have a Lien. No Obligated Party Grantor will, without at the Agents’ prior written consentAgent's request, alter instruct all suppliers, carriers, forwarders, customs brokers, warehouses or remove any identifying symbol others receiving or number holding cash, checks, Inventory, Documents or Instruments in which the Agent holds a security interest to deliver them to the Agent and/or subject to the Agent's order, and if they shall come into the Grantor's possession, to deliver them, upon request, to the Agent in their original form. The Grantor shall also, at the Agent's request, designate the Agent as the consignee on any all bills of such Obligated Party’s Inventory constituting Collaterallading and other negotiable and non-negotiable documents.

Inventory; Perpetual Inventory. Each Obligated Party Borrower represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that all of the Inventory owned by such Obligated Party that is included in Eligible Inventory Borrower and each of its Subsidiaries is and will be held for sale or leaselease (and in the case of raw materials and work in process for further processing into finished goods to be held for sale), or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each caseservices, in the ordinary course of such Obligated Party’s Borrower's or such Subsidiary's, as applicable, business, and is . Each Borrower will keep (and will be fit for such purposes. Each Obligated Party will keep cause each of its Subsidiaries to keep) its Inventory in all material respects in good and marketable condition, except for damaged, obsolete at its own expense. Neither any Borrower nor any of its Subsidiaries will acquire or defective goods arising accept any inventory on consignment or approval (none of which Inventory shall in the ordinary course of such Obligated Party’s business. No Obligated Party willany event be Eligible Inventory), without the prior written consent of the AgentsAgent, acquire unless the Agent has received a copy of the agreement or instrument pursuant to which such Inventory is so acquired or accepted and an agreement or instrument reasonably satisfactory to the Agent pursuant to which the Person from which such Inventory is acquired or accepted agrees that any Liens that may arise in respect of such Inventory does not extend to the proceeds thereof (provided that in no event may the Borrowers or any of their respective Subsidiaries acquire, accept or hold any Inventory inventory on consignment or approval, except that Xxxxx may accept inventory on consignment from Kubota Tractor Corporation and other vendors, so long as (i) the approval in an aggregate amount for the Parent and its Subsidiaries in excess of such consigned inventory held by all of the Obligated Parties does not exceed $2,000,000 10,000,000 at any one time and (ii) none without the prior written consent of such consigned inventory is rented by any Obligated Party to any of its customersthe Agent). Each Obligated Party Borrower agrees that all Inventory produced by such Obligated Party in the U.S. United States will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated Party The Borrowers will conduct cycle counts (or cause to be conducted) a physical count of its the Inventory such that all of its Inventory shall be counted (though at varying times) at least once per Fiscal Year andYear, and after and during the existence continuation of an Event of Default, at such other times as either of the Agents Agent requests. Each Obligated Party The Borrowers will maintain a perpetual inventory reporting system at all timestimes maintain (and will cause each of their respective Subsidiaries at all times to maintain) Inventory records in no less detail as such records are maintained by the Borrowers and their respective Subsidiaries on the Closing Date. Each Obligated PartyDuring the continuance of an Event of Default, at its own expense, shall make available to the Agents upon request the results of each physical verification, if any, which such Obligated Party may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory. No Obligated Party willBorrowers will not (and will cause their respective Subsidiaries not to), without the Agents’ Agent's written consent, sell any Inventory on a xxxxbill-andxxx-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basisbasis and no such Inventory sold on any such basis will be deemed to be Eligible Inventory. No Obligated Party will permit Any inventory of others which is on the premises of any Borrower for processing, cutting, manufacturing, finishing or otherwise, shall be segregated and shall not be reported or included on any Borrowing Base Certificate as Inventory or Eligible Inventory of such Borrower. The Borrowers represent and warrant to the Agent and the Lenders that the aggregate amount of all inventory subject to consignment or approval transactions consummated before the Filing Date did not, as of the Filing Date, exceed $10,000,000 with respect to inventory sold or transferred by any Borrower or any of its Inventory to become Subsidiaries on a fixture consignment or approval basis and $10,000,000 with respect to Real Estate inventory acquired or (except for spare parts Inventory other than Eligible Spare Parts Inventory) to become an accession with respect to other personal property with respect to which Real Estate accepted by any Borrower or personal property the Collateral Agent does not have a Lien. No Obligated Party will, without the Agents’ prior written consent, alter or remove any identifying symbol or number on any of such Obligated Party’s Inventory constituting Collateralits Subsidiaries on a consignment or approval basis.

Inventory; Perpetual Inventory. (a) Each Obligated Party Grantor represents and warrants to Agents and the Lenders and agrees with Agents and the Lenders that all of the Inventory owned by such Obligated Party that is included in Eligible Inventory Grantor is and will be held for sale or lease, or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each caseservices, in the ordinary course of such Obligated Party’s Grantor's business, and is and will be fit for such purposes. Each Obligated Party Grantor will keep its Inventory in good and marketable condition, except for damaged, obsolete damaged or defective goods arising in the ordinary course of such Obligated Party’s Grantor's business. No Obligated Party willGrantor will not, without the prior written consent of the AgentsAgent, acquire or accept any Inventory on consignment or approval, approval except that Xxxxx may accept inventory on consignment from Kubota Tractor Corporation and other vendors, so long as (i) the aggregate amount of such consigned inventory held by all of the Obligated Parties does not exceed $2,000,000 at any one time and (ii) none of such consigned inventory is rented by any Obligated Party disclosed to any of its customersAgent. Each Obligated Party Grantor agrees that all Inventory produced by such Obligated Party Grantor in the U.S. United States of America will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated Party Grantors will conduct cycle counts a physical count of its the Inventory such that all of its Inventory shall be counted (though at varying times) at least once per Fiscal Year andYear, and after and during the existence continuation of an Event of Default, at such other times as either of the Agents Agent requests. Each Obligated Party Grantors will maintain a perpetual inventory reporting system at all times. Each Obligated Party, at its own expense, shall make available times (or will otherwise account for the existence of all Inventory to the Agents upon request the results satisfaction of each physical verification, if any, which such Obligated Party may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory. No Obligated Party willAgent); or (b) Grantors will not, without the Agents’ Agent's written consent, sell any Inventory on a xxxxbill-and-hold, guaranteed sale, sale and return, sale on approvalapprovax, consignmentxonsignment, or other repurchase or return basis. No Obligated Party will permit any . (c) In connection with all Inventory financed by Letters of its Inventory to become a fixture with respect to Real Estate or (except for spare parts Inventory other than Eligible Spare Parts Inventory) to become an accession with respect to other personal property with respect to which Real Estate or personal property the Collateral Agent does not have a Lien. No Obligated Party Credit, Grantors will, without at Agent's request, instruct all suppliers, carriers, forwarders, customs brokers, warehouses or others receiving or holding cash, checks, Inventory, Documents or Instruments in which Agent holds a security interest to deliver them to Agent and/or subject to Agent's order, and if they shall come into a Grantor's possession, to deliver them, upon request, to Agent in their original form. Grantors shall also, at Agent's request, designate Agent as the Agents’ prior written consent, alter or remove any identifying symbol or number consignee on any all bills of such Obligated Party’s Inventory constituting Collaterallading and other negotiable and non-negotiable documents.

Inventory; Perpetual Inventory. (a) Each Obligated Party represents and warrants and agrees that all of the Inventory owned by such Obligated Party that is included in Eligible Inventory is and will be held for sale or lease, or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each case, in the ordinary course of such Obligated Party’s business, and is and will be fit for such purposes. Each Obligated Party Grantor will keep its Inventory in good and marketable condition, except for damaged, obsolete damaged or defective goods arising in the ordinary course of such Obligated Party’s Grantor's business. No Obligated Party willEach Grantor will not, without the prior written consent of the AgentsAdministrative Agent, acquire or accept any Inventory on consignment consignment, other than in the ordinary course of its business, or approval, except . Each Grantor agrees that Xxxxx may accept inventory all Inventory accepted on consignment from Kubota Tractor Corporation and other vendors, so long as (i) the aggregate amount of will be segregated from Inventory owned by such consigned inventory held by all of the Obligated Parties does not exceed $2,000,000 at any one time Grantor and (ii) none of will not be included as Inventory in such consigned inventory is rented by any Obligated Party to any of its customersGrantor's books and records. Each Obligated Party Grantor agrees that all Inventory produced by such Obligated Party Grantor in the U.S. United States of America will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated Party Grantor will conduct cycle counts a physical count of its Inventory no less frequently than once each fiscal month if such Inventory is located at a site at which such Grantor has not implemented a perpetual Inventory system that all of is satisfactory to the Administrative Agent in its Inventory shall be counted (though at varying times) at least once per Fiscal Year and, during the existence of an Event of Default, at such other times as either of the Agents requestsreasonable discretion. Each Obligated Party Grantor will maintain a perpetual inventory reporting system at all times. Each Obligated Party, at its own expense, shall make available to the Agents upon request the results of each physical verification, if any, which such Obligated Party may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory. No Obligated Party willnot, without the Agents’ Administrative Agent's written consent, sell any of its Inventory on a xxxxbill-and-hold, guaranteed sale, sale and return, sale on approvalapxxxxal, consignment, consignment or other repurchase or return basis. No Obligated Party will permit any . (b) In connection with all Inventory of its Inventory to become a fixture with respect to Real Estate or (except for spare parts Inventory other than Eligible Spare Parts Inventory) to become an accession with respect to other personal property with respect to which Real Estate or personal property the Collateral Agent does not have a Lien. No Obligated Party Grantor financed by Letters of Credit, such Grantor will, without at the Agents’ prior written consentAdministrative Agent's request, alter instruct all suppliers, carriers, forwarders, customs brokers, warehouses or remove any identifying symbol others receiving or number on any holding cash, checks, Inventory, Documents or Instruments of such Obligated Party’s Inventory constituting CollateralGrantor in which the Administrative Agent holds a security interest to deliver them to the Administrative Agent and/or subject to the Administrative Agent's order, and if they shall come into such Grantor's possession, to deliver them, upon request, to the Administrative Agent in their original form. Each Grantor shall also, at the Administrative Agent's request, designate the Administrative Agent as the consignee on all bills of lading and other negotiable and non-negotiable documents of such Grantor.

Inventory; Perpetual Inventory. (a) Each Obligated Party Grantor represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that all of the Inventory owned by such Obligated Party that is included in Eligible Inventory Grantor is and will be held for sale or lease, or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each caseservices, in the ordinary course of such Obligated Party’s Grantor's business, and is and will be fit for such purposes. Each Obligated Party Grantor will keep its Inventory in good and marketable condition, except for damaged, obsolete damaged or defective goods arising in the ordinary course of such Obligated Party’s Grantor's business. No Obligated Party Grantor will, without the prior written consent of the AgentsAgent, acquire or accept any Inventory on consignment or approval, except that Xxxxx may accept inventory on consignment from Kubota Tractor Corporation and other vendors, so long as (i) the aggregate amount of such consigned inventory held by all of the Obligated Parties does not exceed $2,000,000 at any one time and (ii) none of such consigned inventory is rented by any Obligated Party to any of its customers. Each Obligated Party Grantor agrees that all Inventory produced by such Obligated Party Grantor in the U.S. United States of America will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated Party Grantor will conduct a physical or cycle counts count of its the Inventory such that all of its Inventory shall be counted (though at varying times) at least once per Fiscal Year andYear, and after and during the existence continuation of an Event of Default, at such other times as either of the Agents Agent requests. Each Obligated Party Grantor will maintain a perpetual inventory reporting system at all times. Each Obligated Party, at its own expense, shall make available to the Agents upon request the results of each physical verification, if any, which such Obligated Party may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory. No Obligated Party Grantor will, without the Agents’ Agent's written consent, sell any Inventory on a xxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis. No Obligated Party will permit any . (b) In connection with all Inventory financed by Letters of its Inventory to become a fixture with respect to Real Estate or (except for spare parts Inventory other than Eligible Spare Parts Inventory) to become an accession with respect to other personal property with respect to which Real Estate or personal property the Collateral Agent does not have a Lien. No Obligated Party Credit, each Grantor will, without at the Agents’ prior written consentAgent's request, alter instruct all suppliers, carriers, forwarders, customs brokers, warehouses or remove any identifying symbol others receiving or number holding cash, checks, Inventory, Documents or Instruments in which the Agent holds a security interest to deliver them to the Agent and/or subject to the Agent's order, and if they shall come into such Grantor's possession, to deliver them, upon request, to the Agent in their original form. Each Grantor shall also, at the Agent's request, designate the Agent as the consignee on any all bills of such Obligated Party’s Inventory constituting Collaterallading and other negotiable and non-negotiable documents.

Inventory; Perpetual Inventory. (a) Each Obligated Loan Party represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that all of the Inventory owned by such Obligated Loan Party that is included in Eligible Inventory and each of its Subsidiaries is and will be held for sale or leaselease (and in the case of raw materials and work in process for further processing into finished goods to be held for sale), or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each caseservices, in the ordinary course of such Obligated Loan Party’s business's or such Subsidiary's, as applicable, business and is and will be fit for such purposes. Each Obligated Loan Party will keep (and will cause each of its Subsidiaries to keep) its Inventory in good and marketable conditioncondition consistent with past practice, except for damaged, obsolete or defective goods arising in the ordinary course of such Obligated Party’s businessat its own expense. No Obligated Each Loan Party willand its Subsidiaries will not, without the prior written consent of the AgentsAgent, acquire or accept any Inventory on consignment or approval, except that Xxxxx may accept inventory on consignment from Kubota Tractor Corporation and other vendors, so long as (i) the aggregate amount of such consigned inventory held by all of the Obligated Parties does not exceed $2,000,000 at any one time and (ii) none of such consigned inventory is rented by any Obligated Party to any of its customersappraisal. Each Obligated Loan Party agrees that all Inventory produced by such Obligated Party in the U.S. United States will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated Loan Party will conduct cycle counts (or cause to be conducted) a physical count of its Inventory such that all of its Inventory shall be counted (though at varying times) at least once per Fiscal Year andYear, and after and during the existence continuation of an Event of Default, at such other times as either of the Agents Agent requests. Each Obligated Loan Party will at all times maintain (and will cause each of its Subsidiaries at all times to maintain) a perpetual inventory reporting system at all times. Each Obligated Party, at Loan Party will not (and will cause its own expense, shall make available to the Agents upon request the results of each physical verification, if any, which such Obligated Party may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory. No Obligated Party willSubsidiaries not to), without the Agents’ Agent's written consent, sell any Inventory on a xxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basisbasis and no such Inventory sold on any such basis will be deemed to be Eligible Inventory. No Obligated Any inventory of others which is on the premises of any Loan Party will permit for processing, cutting, manufacturing, finishing or otherwise, shall be segregated and shall not be reported or included on any Borrowing Base Certificate as Inventory or Eligible Inventory of its a Borrower. (b) In connection with all Inventory to become of a fixture with respect to Real Estate or (except for spare parts Inventory other than Eligible Spare Parts Inventory) to become an accession with respect to other personal property with respect to which Real Estate or personal property the Collateral Agent does not have a Lien. No Obligated Loan Party financed by Letters of Credit, such Loan Party will, without at the Agents’ prior written consentAgent's request, alter instruct all suppliers, carriers, forwarders, customs brokers, warehouses or remove any identifying symbol others receiving or number on any holding cash, checks, Inventory, Documents or Instruments of such Obligated Loan Party in which the Agent holds a security interest to deliver them to the Agent and/or subject to the Agent's order, and if they shall come into such Loan Party’s Inventory constituting Collateral's possession, to deliver them, upon request, to the Agent in their original form. Each Loan Party shall also, at the Agent's request, designate the Agent as the consignee on all bills of lading and other negotiable and non-negotiable documents of such Loan Party.

Inventory; Perpetual Inventory. (a) Each Obligated Party Grantor represents and warrants to the Agent, the Trustee and the Holders and agrees with the Agent, the Trustee and the Holders that all of the Inventory owned by such Obligated Party that is included in Eligible Inventory Grantor is and will be held for sale or lease, or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each caseservices, in the ordinary course of such Obligated PartyGrantor’s business, and is and will be fit for such purposes. Each Obligated Party Grantor will keep its Inventory in good and marketable condition, except for damaged, obsolete damaged or defective goods arising in the ordinary course of such Obligated PartyGrantor’s business. No Obligated Party Grantor will, without the prior written consent of the AgentsAgent, acquire or accept any Inventory on consignment or approval, except that Xxxxx may accept inventory on consignment from Kubota Tractor Corporation and other vendors, so long as (i) the aggregate amount of such consigned inventory held by all of the Obligated Parties does not exceed $2,000,000 at any one time and (ii) none of such consigned inventory is rented by any Obligated Party to any of its customers. Each Obligated Party Grantor agrees that all Inventory produced by such Obligated Party Grantor in the U.S. United States of America will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated Party Grantor will conduct cycle counts a physical count of its the Inventory such that all of its Inventory shall be counted (though at varying times) at least once per Fiscal Year andYear, and after and during the existence continuation of an Event of Default, at such other times as either of the Agents Agent requests. Each Obligated Party Grantor will maintain a perpetual inventory reporting system at all times. Each Obligated Party, except with respect to Inventory at its own expenseShakopee, shall make available to the Agents upon request the results of each physical verification, if any, Minnesota plant at which such Obligated Party it may in continue its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventorycurrent inventory reporting system. No Obligated Party Grantor will, without the Agents’ Agent’s written consent, sell any Inventory on a xxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis. No Obligated Party will permit any . (b) Each Grantor shall, at the Agent’s request, designate the Agent as the consignee on all bills of its Inventory to become a fixture with respect to Real Estate or (except for spare parts Inventory lading and other than Eligible Spare Parts Inventory) to become an accession with respect to other personal property with respect to which Real Estate or personal property the Collateral Agent does not have a Lien. No Obligated Party will, without the Agents’ prior written consent, alter or remove any identifying symbol or number on any of such Obligated Party’s Inventory constituting Collateralnegotiable and non-negotiable documents.

Inventory; Perpetual Inventory. (a) Each Obligated Party Grantor represents and warrants and agrees that all of the Inventory owned by such Obligated Party that is included in Eligible Inventory Grantor is and will be held for sale or lease, or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each caseservices, in the ordinary course of such Obligated Party’s Grantor's business, and is and will be fit for such purposes. Each Obligated Party Grantor will keep its Inventory in good and marketable condition, except for damaged, obsolete damaged or defective goods arising in the ordinary course of such Obligated Party’s Grantor's business. No Obligated Party Grantor will, without the prior written consent of the AgentsAgent, acquire or accept any Inventory on consignment or approval, except that Xxxxx may accept inventory on consignment from Kubota Tractor Corporation and other vendors, so long as (i) the aggregate amount of such consigned inventory held by all of the Obligated Parties does not exceed $2,000,000 at any one time and (ii) none of such consigned inventory is rented by any Obligated Party to any of its customers. Each Obligated Party Grantor agrees that all Inventory produced by such Obligated Party Grantor in the U.S. will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated Party Grantor will conduct cycle counts a physical count of its Inventory such that all of its Inventory shall be counted (though at varying times) at least once per Fiscal Year andYear, and during the existence of an Event of Default, at such other times as either of the Agents Agent requests. Each Obligated Party Grantor will maintain a perpetual inventory reporting system at all times. Each Obligated Party, at its own expense, shall make available to the Agents upon request the results of each physical verification, if any, which such Obligated Party may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory. No Obligated Party Grantor will, without the Agents’ Agent's written consent, sell any Inventory on a xxxxbill-and-hold, guaranteed sale, sale and return, sale on approvalapproxxx, consignment, or other repurchase or return basis. No Obligated Party will permit any . (b) In connection with all Inventory financed by Letters of its Inventory to become Credit, during the existence of a fixture with respect to Real Estate Default or (except for spare parts Inventory other than Eligible Spare Parts Inventory) to become an accession with respect to other personal property with respect to which Real Estate or personal property the Collateral Agent does not have a Lien. No Obligated Party Event of Default, each Grantor will, without upon the Agents’ prior written consentAgent's request, alter instruct all suppliers, carriers, forwarders, customs brokers, warehouses, or remove others receiving or holding cash, checks, Inventory, Documents, or Instruments in which the Agent holds a Lien to deliver such Collateral to the Agent and/or subject to the Agent's order, and if any identifying symbol such Collateral shall come into such Grantor's possession, to deliver such Collateral, upon the Agent's request, to the Agent in its original form. Each Grantor shall also, at the Agent's request, during the existence of a Default or number an Event of Default, designate the Agent as the consignee on any all bills of such Obligated Party’s Inventory constituting Collaterallading and other negotiable and non-negotiable documents.

Inventory; Perpetual Inventory. Each Obligated Party Grantor represents and warrants to Purchaser and agrees with Purchaser that all of the Inventory owned by such Obligated Party that is included in Eligible Inventory Grantor is and will be held for sale or lease, or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each caseservices, in the ordinary course of such Obligated PartyGrantor’s business, and is and will be fit for such purposes. Each Obligated Party Grantor will keep its Inventory in good and marketable condition, except for damaged, obsolete damaged or defective goods arising in the ordinary course of such Obligated PartyGrantor’s business. No Obligated Party willEach Grantor will not, without the prior written consent of the AgentsPurchaser, acquire or accept any Inventory on consignment or approval, except that Xxxxx may accept inventory on consignment from Kubota Tractor Corporation and other vendors, so long as (i) the aggregate amount of such consigned inventory held by all . Each Grantor will conduct a physical count of the Obligated Parties does not exceed $2,000,000 at any one time and (ii) none of such consigned inventory is rented by any Obligated Party to any of its customers. Each Obligated Party agrees that all Inventory produced by such Obligated Party in the U.S. will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated Party will conduct cycle counts of its Inventory such that all of its Inventory shall be counted (though at varying times) at least once per Fiscal Year andfiscal year of the Company, and after and during the existence continuation of an Event of Default, at such other times as either Purchaser requests. Notwithstanding the foregoing sentence, a Grantor’s obligation to conduct a yearly physical count of the Agents requestsInventory shall be satisfied for such year if such Grantor conducts an appraisal (in such year) of the Inventory for the Purchaser (though the obligation to conduct a physical count at such times as Purchaser requests during an Event of Default shall not be affected by this sentence). Each Obligated Party Grantor will maintain a perpetual inventory reporting system at all times. Each Obligated Party, at its own expense, shall make available to the Agents upon request the results of each physical verification, if any, which such Obligated Party may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory. No Obligated Party willGrantor will not, without the Agents’ Purchaser’s written consent, sell any Inventory on a xxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis. No Obligated Party will permit any of its Inventory to become a fixture with respect to Real Estate or (except for spare parts Inventory other than Eligible Spare Parts Inventory) to become an accession with respect to other personal property with respect to which Real Estate or personal property the Collateral Agent does not have a Lien. No Obligated Party will, without the Agents’ prior written consent, alter or remove any identifying symbol or number on any of such Obligated Party’s Inventory constituting Collateral.

Inventory; Perpetual Inventory. (a) Each Obligated Party Grantor represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that all of the Inventory owned by such Obligated Party that is included in Eligible Inventory Grantor is and will be held for sale or lease, or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each caseservices, in the ordinary course of such Obligated Party’s Grantor's business, and is and will be fit for such purposes. Each Obligated Party Grantor will keep its Inventory in good and marketable condition, except for damaged, obsolete damaged or defective goods arising in the ordinary course of such Obligated Party’s Grantor's business. No Obligated Party willEach Grantor will not, without the prior written consent of the AgentsAgent, acquire or accept any Inventory on consignment or approval, except that Xxxxx may accept inventory on consignment approval unless such Inventory is segregated from Kubota Tractor Corporation such Grantor's other owned Inventory and other vendors, so long as (i) is marked in a manner designating the aggregate amount of such consigned inventory held by all of the Obligated Parties does not exceed $2,000,000 at any one time and (ii) none of such consigned inventory is rented by any Obligated Party to any of its customerstrue owner thereof. Each Obligated Party Grantor agrees that all Inventory produced by such Obligated Party Grantor in the U.S. United States of America will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated Party Grantor will conduct cycle counts a physical count of its the Inventory such that all of its Inventory shall be counted (though at varying times) at least once per Fiscal Year andYear, and after and during the existence continuation of an Event of Default, at such other times as either of the Agents Agent requests. Each Obligated Party Grantor will maintain a perpetual inventory reporting system at all times. Each Obligated Party, at its own expense, shall make available to the Agents upon request the results of each physical verification, if any, which such Obligated Party may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory. No Obligated Party willGrantor will not, without the Agents’ Agent's written consent, sell any Inventory on a xxxxbill-and-hold, guaranteed sale, sale and return, sale on approval, consignmentcxxxxgnment, or other repurchase or return basis. No Obligated Party will permit any basis except that Grantors may sell non-Eligible Inventory on a consignment basis in the ordinary course of its their business to the extent the amount of such Inventory to become a fixture with respect to Real Estate or (except for spare parts Inventory other than Eligible Spare Parts Inventory) to become an accession with respect to other personal property with respect to which Real Estate or personal property the Collateral Agent does not have a Lien. No Obligated Party exceed $2,000,000 in the aggregate for all Grantors. (b) In connection with all Inventory financed by Letters of Credit, each Grantor will, without at the Agents’ prior written consentAgent's request, alter instruct all suppliers, carriers, forwarders, customs brokers, warehouses or remove any identifying symbol others receiving or number holding cash, checks, Inventory, Documents or Instruments in which the Agent holds a security interest to deliver them to the Agent and/or subject to the Agent's order, and if they shall come into such Grantor's possession, to deliver them, upon request, to the Agent in their original form. Each Grantor shall also, at the Agent's request, designate the Agent as the consignee on any all bills of such Obligated Party’s Inventory constituting Collaterallading and other negotiable and non-negotiable documents.

Inventory; Perpetual Inventory. (a) Each Obligated Party Grantor represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that all of the Inventory owned by such Obligated Party that is included in Eligible Inventory Grantor is and will be held for sale or lease, or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each caseservices, in the ordinary course of such Obligated Party’s Grantor's business, and is and will be fit for such purposes. Each Obligated Party Grantor will keep its Inventory in good and marketable condition, except for damaged, obsolete damaged or defective goods arising in the ordinary course of such Obligated Party’s Grantor's business. No Obligated Party Grantor will, without the prior written consent of the AgentsAgent, acquire or accept any Inventory on consignment or approval, except that Xxxxx may accept inventory on consignment from Kubota Tractor Corporation and other vendors, so long as (i) the aggregate amount of such consigned inventory held by all of the Obligated Parties does not exceed $2,000,000 at any one time and (ii) none of such consigned inventory is rented by any Obligated Party to any of its customers. Each Obligated Party Grantor agrees that all Inventory produced by such Obligated Party Grantor in the U.S. United States of America will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated Party Grantor will conduct cycle counts a physical count of its the Inventory such that all of its Inventory shall be counted (though at varying times) at least once per Fiscal Year andYear, and after and during the existence continuation of an Event of Default, at such other times as either of the Agents Agent requests. Each Obligated Party Grantor will maintain a perpetual inventory reporting system at all times. Each Obligated Party, at its own expense, shall make available to the Agents upon request the results of each physical verification, if any, which such Obligated Party may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory. No Obligated Party Grantor will, without the Agents’ Agent's written consent, sell any Inventory on a xxxxbill-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other xxxxr repurchase or return basis. No Obligated Party will permit . (b) If an Event of Default has occurred and is continuing or during any period that Liquidity is less than $35,000,000, in connection with all Inventory financed by Letters of its Inventory to become a fixture with respect to Real Estate or (except for spare parts Inventory other than Eligible Spare Parts Inventory) to become an accession with respect to other personal property with respect to which Real Estate or personal property the Collateral Agent does not have a Lien. No Obligated Party Credit, each Grantor will, without at the Agents’ prior written consentAgent's request, alter instruct all suppliers, carriers, forwarders, customs brokers, warehouses or remove any identifying symbol others receiving or number holding cash, checks, Inventory, Documents or Instruments in which the Agent holds a security interest to deliver them to the Agent and/or subject to the Agent's order, and if they shall come into such Grantor's possession, to deliver them, upon request, to the Agent in their original form and shall also, designate the Agent as the consignee on any all bills of such Obligated Party’s Inventory constituting Collaterallading and other negotiable and non-negotiable documents.

Inventory; Perpetual Inventory. (a) Each Obligated Loan Party represents and warrants to the Secured Parties and agrees with the Secured Parties that all of the Eligible Inventory (other than returned or obsolete Inventory) owned by such Obligated Loan Party that is included in Eligible Inventory is and will be held for sale or lease, or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each caseservices, in the ordinary course of such Obligated Loan Party’s business, and is and will be fit for such purposes. Each Obligated Loan Party will keep its Inventory (other than returned or obsolete Inventory) in good and marketable condition, except for damaged, obsolete damaged or defective goods arising in the ordinary course of such Obligated Party’s businessgoods. No Obligated Loan Party will, without the prior written consent of the AgentsCollateral Agent, acquire or accept maintain any Inventory with a Value in excess of $5,000,000 at any time on consignment or approval, except approval unless such Inventory is disclosed to the Collateral Agent pursuant to Section 6.7 and the applicable Loan Party takes appropriate steps to insure that Xxxxx may accept inventory on consignment from Kubota Tractor Corporation and other vendors, so long as (i) the aggregate amount all of such consigned inventory held by all Inventory is excluded from any determination of the Obligated Parties does not exceed $2,000,000 at any one time and (ii) none of such consigned inventory is rented by any Obligated Party to any of its customersEligible Inventory. Each Obligated Loan Party agrees that all Inventory produced by such Obligated Party in the U.S. United States will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated During an Availability Triggering Event, each Loan Party will conduct cycle counts a physical count of its Inventory such that all of its Inventory shall be counted (though at varying times) at least once per Fiscal Year and, during the existence of an Event of Default, at such other times as either of the Agents requestsCollateral Agent may reasonably request. Each Obligated Loan Party will maintain a perpetual inventory Inventory reporting system at all times. Each Obligated Party, at its own expense, shall make available to Without the Agents upon request the results of each physical verification, if any, which such Obligated Party may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory. No Obligated Party will, without the Agents’ Collateral Agent’s written consent, sell any no Loan Party will sell, through a single transaction or a series of related transactions, Inventory on a xxxx-and-xxxx and hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis. No Obligated Party will permit any basis in excess of its $5,000,000. (b) In connection with all Inventory to become a fixture with respect to Real Estate financed by letters of credit, the Loan Parties will, at the Collateral Agent’s written request, instruct all suppliers, carriers, forwarders, customs brokers, warehouses or (except for spare parts Inventory other than Eligible Spare Parts Persons receiving or holding cash, checks, Inventory) to become an accession with respect to other personal property with respect to , documents or instruments in which Real Estate or personal property the Collateral Agent does not have holds a Lien. No Obligated Party willsecurity interest to deliver them to the Collateral Agent and/or subject to the Collateral Agent’s order, without the Agents’ prior written consent, alter or remove any identifying symbol or number on any of and if they shall come into such Obligated Loan Party’s Inventory constituting Collateralpossession, to deliver them, upon request, to the Collateral Agent in their original form.

Inventory; Perpetual Inventory. Each Obligated Party (a) The Grantor represents and warrants and agrees that all of the Inventory owned by such Obligated Party that is included in Eligible Inventory the Grantor is and will be held for sale or lease, or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each caseservices, in the ordinary course of such Obligated Party’s the Grantor's business, and is and will be fit for such purposes. Each Obligated Party The Grantor will keep its Inventory in good and marketable condition, except for damaged, obsolete damaged or defective goods arising in the ordinary course of such Obligated Party’s the Grantor's business. No Obligated Party willThe Grantor will not, without the prior written consent of the AgentsAgent, acquire or accept any Inventory on consignment or approval, except that Xxxxx may accept inventory on consignment from Kubota Tractor Corporation and other vendors, so long as (i) the aggregate amount of such consigned inventory held by all of the Obligated Parties does not exceed $2,000,000 at any one time and (ii) none of such consigned inventory is rented by any Obligated Party to any of its customers. Each Obligated Party The Grantor agrees that all Inventory produced by such Obligated Party the Grantor in the U.S. will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated Party The Grantor will conduct cycle counts a physical count of its Inventory such that all of its Inventory shall be counted (though at varying times) at least once per Fiscal Year andYear, and during the existence of an Event of Default, at such other times as either of the Agents Agent requests. Each Obligated Party The Grantor will maintain a perpetual inventory reporting system at all times. Each Obligated Party, at its own expense, shall make available to the Agents upon request the results of each physical verification, if any, which such Obligated Party may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory. No Obligated Party willThe Grantor will not, without the Agents’ Agent's written consent, sell any Inventory on a xxxxbill-and-hold, guaranteed sale, sale and return, sale on approvalapproxxx, consignment, or other repurchase or return basis. No Obligated Party will permit any . (b) In connection with all Inventory financed by Letters of its Inventory to become Credit, during the existence of a fixture with respect to Real Estate Default or (except for spare parts Inventory other than Eligible Spare Parts Inventory) to become an accession with respect to other personal property with respect to which Real Estate or personal property Event of Default, the Collateral Agent does not have a Lien. No Obligated Party Grantor will, without upon the Agents’ prior written consentAgent's request, alter instruct all suppliers, carriers, forwarders, customs brokers, warehouses, or remove others receiving or holding cash, checks, Inventory, Documents, or Instruments in which the Agent holds a Lien to deliver such Collateral to the Agent and/or subject to the Agent's order, and if any identifying symbol such Collateral shall come into the Grantor's possession, to deliver such Collateral, upon the Agent's request, to the Agent in its original form. The Grantor shall also, at the Agent's request, during the existence of a Default or number an Event of Default, designate the Agent as the consignee on any all bills of such Obligated Party’s Inventory constituting Collaterallading and other negotiable and non-negotiable documents.

Inventory; Perpetual Inventory. (a) Each Obligated Party Grantor represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that all material portions of the Inventory owned by such Obligated Party that is included in Eligible Inventory Grantor is and will be held for sale or lease, or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each caseservices, in the ordinary course of such Obligated Party’s Grantor's business, and is and will be fit in all material respects for such purposes. Each Obligated Party Grantor will keep its Inventory in good and marketable condition, except for damaged, obsolete damaged or defective goods arising in the ordinary course of such Obligated Party’s Grantor's business. No Obligated Party Grantor will, without the prior written consent of the AgentsAgent, acquire or accept any Inventory on consignment or approval, except that Xxxxx may accept inventory on consignment from Kubota Tractor Corporation and other vendors, so long as (i) the aggregate amount of such consigned inventory held by all of the Obligated Parties does not exceed $2,000,000 at any one time and (ii) none of such consigned inventory is rented by any Obligated Party to any of its customers. Each Obligated Party Grantor agrees that all Inventory produced by such Obligated Party Grantor in the U.S. United States of America will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated Party Grantor will conduct cycle counts a physical count of its the Inventory such that all of its Inventory shall be counted (though at varying times) at least once per Fiscal Year andYear, and after and during the existence continuation of an Event of Default, at such other times as either of the Agents Agent requests. Each Obligated Party Grantor will maintain a perpetual inventory reporting system at all times. Each Obligated Party, at its own expense, shall make available to the Agents upon request the results of each physical verification, if any, which such Obligated Party may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory. No Obligated Party Grantor will, without the Agents’ Agent's written consent, sell any Inventory on a xxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis. No Obligated Party will permit any basis except in the ordinary course of its each Grantor's business. (b) In connection with all Inventory to become a fixture with respect to Real Estate or (except for spare parts Inventory other than Eligible Spare Parts Inventory) to become an accession with respect to other personal property with respect to which Real Estate or personal property the Collateral Agent does not have a Lien. No Obligated Party financed by Letters of Credit, each Grantor will, without at the Agents’ prior written consentAgent's request, alter instruct all suppliers, carriers, forwarders, customs brokers, warehouses or remove any identifying symbol others receiving or number holding cash, checks, Inventory, Documents or Instruments in which the Agent holds a security interest to deliver them to the Agent and/or subject to the Agent's order, and if they shall come into such Grantor's possession, to deliver them, upon request, to the Agent in their original form. Each Grantor shall also, at the Agent's request, designate the Agent as the consignee on any all bills of such Obligated Party’s Inventory constituting Collaterallading and other negotiable and non-negotiable documents.

Inventory; Perpetual Inventory. (1) Each Obligated Party Borrower represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that all of the Inventory owned by such Obligated Party that is included in Eligible Inventory each Borrower is and will be held for sale or lease, or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each caseservices, in the ordinary course of such Obligated Party’s each Borrower's business, and is and will be fit for such purposes. Each Obligated Party Borrower will keep its Inventory in good and marketable condition, except for damaged, obsolete damaged or defective goods arising in the ordinary course of such Obligated Party’s Borrower's business. No Obligated Party Borrower will, without the prior written consent of the AgentsAgent, acquire or accept any Inventory on consignment or approval, except that Xxxxx may accept inventory on consignment from Kubota Tractor Corporation and other vendors, so long as (i) the aggregate amount of such consigned inventory held by all of the Obligated Parties does not exceed $2,000,000 at any one time and (ii) none of such consigned inventory is rented by any Obligated Party to any of its customers. Each Obligated Party Borrower agrees that all Inventory produced by such Obligated Party Borrower in the U.S. United States of America will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated Party Borrower will conduct cycle counts a physical count of its the Inventory such that all of its Inventory shall be counted (though at varying times) at least once per Fiscal Year andYear, and after and during the existence continuation of an Event of Default, at such other times as either of the Agents Agent requests. Each Obligated Party The Borrowers will maintain a perpetual inventory reporting system at all times. Each Obligated Party, at its own expense, shall make available to the Agents upon request the results of each physical verification, if any, which such Obligated Party may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory. No Obligated Party Borrower will, without the Agents’ Agent's written consent, sell any Inventory on a xxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis. No Obligated Party will permit any . (2) In connection with all Inventory financed by Letters of its Inventory to become a fixture with respect to Real Estate or (except for spare parts Inventory other than Eligible Spare Parts Inventory) to become an accession with respect to other personal property with respect to which Real Estate or personal property the Collateral Agent does not have a Lien. No Obligated Party Credit, each Borrower will, without at the Agents’ prior written consentAgent's request, alter instruct all suppliers, carriers, forwarders, customs brokers, warehouses or remove any identifying symbol others receiving or number holding cash, checks, Inventory, Documents or Instruments in which the Agent holds a security interest to deliver them to the Agent and/or subject to the Agent's order, and if they shall come into a Borrower's possession, to deliver them, upon request, to the Agent in their original form. Each Borrower shall also, at the Agent's request, designate the Agent as the consignee on any all bills of such Obligated Party’s Inventory constituting Collaterallading and other negotiable and non-negotiable documents.

Inventory; Perpetual Inventory. (a) Each Obligated Party Grantor represents and warrants to the Administrative Agent and the Lenders and agrees with the Administrative Agent and the Lenders that all of the Inventory owned by such Obligated Party that is included in Eligible Inventory Grantor is and will be held for sale or lease, or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each caseservices, in the ordinary course of such Obligated Party’s Grantor's business, and is and will be fit for such purposes. Each Obligated Party Grantor will keep its Inventory in good and marketable condition, except for damaged, obsolete damaged or defective goods arising in the ordinary course of such Obligated Party’s Grantor's business. No Obligated Party willGrantor will not, without the prior written consent of the AgentsAdministrative Agent, acquire or accept any Inventory on consignment or approval, except that Xxxxx may accept inventory on consignment from Kubota Tractor Corporation and other vendors, so long as (i) the aggregate amount of such consigned inventory held by all of the Obligated Parties does not exceed $2,000,000 at any one time and (ii) none of such consigned inventory is rented by any Obligated Party to any of its customers. Each Obligated Party Grantor agrees that all Inventory produced by such Obligated Party Grantor in the U.S. United States of America will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated Party Grantors will conduct cycle counts a physical count of its the Inventory such that all of its Inventory shall be counted (though at varying times) at least once per Fiscal Year andYear, and after and during the existence continuation of an Event of Default, at such other times as either of the Agents Administrative Agent requests. Each Obligated Party Grantors will maintain a perpetual inventory reporting system at all times. Each Obligated Party, at its own expense, shall make available times (or will otherwise account for the existence of all Inventory to the Agents upon request satisfaction of the results of each physical verification, if any, which such Obligated Party may in its discretion have made, Administrative Agent); or caused any other Person to have made on its behalf, of all or any portion of its Inventory. No Obligated Party will.Grantors will not, without the Agents’ Administrative Agent's written consent, sell any Inventory on a xxxxbill-and-hold, guaranteed sale, sale and return, sale on approval, consignmentcoxxxxnment, or other repurchase or return basis. No Obligated Party will permit any . (b) In connection with all Inventory financed by Letters of its Inventory to become a fixture with respect to Real Estate or (except for spare parts Inventory other than Eligible Spare Parts Inventory) to become an accession with respect to other personal property with respect to which Real Estate or personal property the Collateral Agent does not have a Lien. No Obligated Party Credit, Grantors will, without at the Agents’ prior written consentAdministrative Agent's request, alter instruct all suppliers, carriers, forwarders, customs brokers, warehouses or remove any identifying symbol others receiving or number holding cash, checks, Inventory, Documents or Instruments in which the Administrative Agent holds a security interest to deliver them to the Administrative Agent and/or subject to the Administrative Agent's order, and if they shall come into a Grantor's possession, to deliver them, upon request, to the Administrative Agent in their original form. Grantors shall also, at the Administrative Agent's request, designate the Administrative Agent as the consignee on any all bills of such Obligated Party’s Inventory constituting Collaterallading and other negotiable and non-negotiable documents.

Inventory; Perpetual Inventory. Each Obligated Party Borrower represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that all of the Inventory (other than returned or obsolete Inventory) owned by such Obligated Party that is included in Eligible Inventory Borrower is and will be held for sale or lease, or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each caseservices, in the ordinary course of such Obligated Party’s Borrower's business, and is and will be fit for such purposes. Each Obligated Party Borrower will keep its Inventory (other than returned or obsolete Inventory) in good and marketable condition, except for damaged, obsolete damaged or defective goods arising in the ordinary course of such Obligated Party’s Borrower's business. No Obligated Party Borrower will, without the prior written consent of the AgentsAgent, acquire or accept maintain any Inventory in excess of $1,000,000 at any time on consignment or approval, except approval unless such Inventory is disclosed to the Agent pursuant to SECTION 6.7 and the applicable Borrower takes appropriate steps to insure that Xxxxx may accept inventory on consignment from Kubota Tractor Corporation and other vendors, so long as (i) the aggregate amount all of such consigned inventory held by all Inventory is excluded from any determination of the Obligated Parties does not exceed $2,000,000 at any one time and (ii) none of such consigned inventory is rented by any Obligated Party to any of its customersEligible Inventory. Each Obligated Party Borrower agrees that all Inventory produced by such Obligated Party in the U.S. United States will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated Party Borrower will conduct cycle counts a physical count of its Inventory such that all of its Inventory shall be counted (though at varying times) at least once per Fiscal Year andYear, and during the existence of an Event of Default, at such other times as either of the Agents requestsAgent may reasonably request. Each Obligated Party Metals Inventory Borrower will maintain a perpetual inventory reporting system at all times. Each Obligated Party, at its own expense, shall make available to Without the Agents upon request the results of each physical verification, if any, which such Obligated Party may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory. No Obligated Party will, without the Agents’ Agent's written consent, sell any no Borrower will sell, through a single transaction or a series of related transactions, Inventory on a xxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis. No Obligated Party will permit any basis in excess of its Inventory to become a fixture with respect to Real Estate or (except for spare parts Inventory other than Eligible Spare Parts Inventory) to become an accession with respect to other personal property with respect to which Real Estate or personal property the Collateral Agent does not have a Lien. No Obligated Party will, without the Agents’ prior written consent, alter or remove any identifying symbol or number on any of such Obligated Party’s Inventory constituting Collateral$1,000,000.

Inventory; Perpetual Inventory. (a) Each Obligated Party Borrower represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that all of the Inventory owned by such Obligated Party that is included in Eligible Inventory Borrower is and will be held for sale or lease, or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each caseservices, in the ordinary course of such Obligated Party’s Borrower's business, and is and will be fit for such purposes. Each Obligated Party Borrower will keep its Inventory in good and marketable condition, except for damaged, obsolete damaged or defective goods arising in the ordinary course of such Obligated Party’s Borrower's business. No Obligated Party willEach Borrower will not, without the prior written consent of the Agentsnotice to Agent, acquire or accept any Inventory on consignment or approval, except that Xxxxx may accept inventory on consignment from Kubota Tractor Corporation and other vendors, so long as (i) the aggregate amount of such consigned inventory held by all of the Obligated Parties does not exceed $2,000,000 at any one time and (ii) none of such consigned inventory is rented by any Obligated Party to any of its customers. Each Obligated Party Borrower agrees that all Inventory produced by such Obligated Party Borrower in the U.S. United States of America will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated Party Borrower will conduct cycle counts a physical count of its the Inventory such that all of its Inventory shall be counted (though at varying times) at least once per Fiscal Year andYear, and after and during the existence continuation of an Event of Default, at such other times as either the Agent requests, provided, however, that so long as an Event of the Agents requestsDefault does not exist, in lieu of an annual physical inventory, each Borrower may conduct cycle counts that are in compliance with such Borrower's internal audit procedures as approved by such Borrower's independent certified public accountants. Each Obligated Party Borrower will maintain a perpetual inventory reporting system at all times. If Revolving Loans are outstanding, Each Obligated Party, at its own expense, shall make available to the Agents upon request the results of each physical verification, if any, which such Obligated Party may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory. No Obligated Party willBorrower will not, without the Agents’ prior written consentnotice to Agent, sell any Inventory on a xxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis. No Obligated Party will permit any basis except in conformity with such Borrower's business practices as of its the Closing Date. (b) In connection with all Inventory to become a fixture with respect to Real Estate or (except for spare parts Inventory other than Eligible Spare Parts Inventory) to become an accession with respect to other personal property with respect to which Real Estate or personal property the Collateral Agent does not have a Lien. No Obligated Party financed by Letters of Credit, each Borrower will, without at the Agents’ prior written consentAgent's request, alter instruct all suppliers, carriers, forwarders, customs brokers, warehouses or remove any identifying symbol others receiving or number holding cash, checks, Inventory, Documents or Instruments in which the Agent holds a security interest to deliver them to the Agent and/or subject to the Agent's order, and if they shall come into such Borrower's possession, to deliver them, upon request, to the Agent in their original form. Each Borrower shall also, at the Agent's request, designate the Agent as the consignee on any all bills of such Obligated Party’s Inventory constituting Collaterallading and other negotiable and non-negotiable documents.

Inventory; Perpetual Inventory. Each Obligated Party represents (a) The Grantors represent and warrants warrant to the Lender and agrees agree with the Lender that all of the Inventory owned by such Obligated Party that is included in Eligible Inventory the Grantors is and will be held for sale or lease, or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each caseservices, in the ordinary course of such Obligated Party’s businessthe Grantors' businesses, and is and will be fit for such purposes. Each Obligated Party The Grantors will keep its their Inventory in good and marketable condition, except for damaged, obsolete damaged or defective goods arising in the ordinary course of such Obligated Party’s businessthe Grantors' businesses. No Obligated Party will, without the prior written consent of the Agents, The Grantors will not acquire or accept any Inventory on consignment or approvalapproval without the prior written consent of the Lender, except which approval shall not be unreasonably withheld. Grantor represents that Xxxxx may accept inventory as of the date of this Agreement, it has on consignment from Kubota Tractor Corporation and other vendors, so long as (i) or approval the aggregate amount of such consigned inventory held by all of the Obligated Parties does not exceed $2,000,000 at any one time and (ii) none of such consigned inventory is rented by any Obligated Party to any of its customersInventory described on Schedule I attached hereto. Each Obligated Party agrees The Grantors agree that all Inventory produced by such Obligated Party the Grantors in the U.S. United States of America will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated Party The Grantors will conduct continue to do cycle counts counting of its Inventory such that all in the ordinary course of its Inventory shall be counted (though at varying times) at least once per Fiscal Year andtheir businesses, consistent with past practices, and after and during the existence continuation of an Event of Default, at such other times as either Grantors will conduct a physical count of the Agents Inventory if the Lender requests. Each Obligated Party The Grantors will maintain a perpetual inventory reporting system at all times. Each Obligated Party, at its own expense, shall make available to the Agents upon request the results of each physical verification, if any, which such Obligated Party may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory. No Obligated Party willThe Grantors will not, without the Agents’ Lender's written consent, sell any Inventory on a xxxxbill-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other oxxxx repurchase or return basis. No Obligated Party will permit any of its Inventory to become a fixture with respect to Real Estate , or on consignment (except for spare parts in the ordinary course of their businesses, consistent with past practices). (b) In connection with all Inventory other than Eligible Spare Parts Inventory) to become an accession with respect to other personal property with respect to which Real Estate or personal property financed by Letters of Credit, the Collateral Agent does not have a Lien. No Obligated Party Grantors will, without at the Agents’ prior written consentLender's reasonable request, alter instruct all suppliers, carriers, forwarders, customs brokers, warehouses or remove any identifying symbol others receiving or number holding cash, checks, Inventory, Documents or Instruments in which the Lender holds a security interest to deliver them to the Lender and/or subject to the Lender's order, and if they shall come into the Grantors' possession, to deliver them, upon request, to the Lender in their original form. The Grantors shall also, at the Lender's request, designate the Lender as the consignee on any all bills of such Obligated Party’s Inventory constituting Collaterallading and other negotiable and non-negotiable documents.

Inventory; Perpetual Inventory. (a) Each Obligated Party Grantor represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that all of the Inventory owned by such Obligated Party that is included in Eligible Inventory Grantor is and will be held for sale or lease, or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each caseservices, in the ordinary course of such Obligated Party’s Grantor's business, and is and will be fit for such purposes. Each Obligated Party Grantor will keep its Inventory in good and marketable condition, except for damaged, obsolete damaged or defective goods arising in the ordinary course of such Obligated Party’s Grantor's business. No Obligated Party willEach Grantor will not, without the prior written consent of the AgentsAgent, acquire or accept any Inventory on consignment or approvalapproval other than in the ordinary course of business in a manner consistent with past practices and, except that Xxxxx may accept inventory on consignment from Kubota Tractor Corporation and other vendors, so long as (i) upon the aggregate amount of such consigned inventory held by all request of the Obligated Parties does not exceed $2,000,000 at Agent, such Grantor will provide the Agent with the details of any one time and (ii) none of such consigned inventory is rented by any Obligated Party to any of its customersarrangements. Each Obligated Party Grantor agrees that all Inventory produced by such Obligated Party Grantor in the U.S. United States of America will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated Party Grantor will conduct cycle counts a physical count of its Inventory such that all of its Inventory shall be counted (though at varying times) at least once per Fiscal Year andYear, and after and during the existence continuation of an Event of Default, at such other times as either of the Agents Agent requests. Each Obligated Party Grantor will maintain a perpetual inventory reporting system at all times. Each Obligated Party, at its own expense, shall make available to the Agents upon request the results of each physical verification, if any, which such Obligated Party may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory. No Obligated Party willGrantor will not, without the Agents’ Agent's written consent, sell any of its Inventory on a xxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment, consignment or other repurchase or return basis. No Obligated Party will permit any of its Inventory to become a fixture with respect to Real Estate or (except for spare parts Inventory basis other than Eligible Spare Parts Inventoryin the ordinary course of business in a manner consistent with past practices and, upon the request of the Agent, such Grantor will provide the Agent with the details of any such arrangements. (b) to become an accession In connection with respect to other personal property with respect to which Real Estate or personal property the Collateral Agent does not have all Inventory of a Lien. No Obligated Party Grantor financed by Letters of Credit, such Grantor will, without at the Agents’ prior written consentAgent's request made after the occurrence and during the continuance of an Event of Default, alter instruct all suppliers, carriers, forwarders, customs brokers, warehouses or remove any identifying symbol others receiving or number on any holding cash, checks, Inventory, Documents or Instruments of such Obligated Party’s Inventory constituting CollateralGrantor in which the Agent holds a security interest to deliver them to the Agent and/or subject to the Agent's order, and if they shall come into such Grantor's possession, to deliver them, upon request, to the Agent in their original form. Each Grantor shall also, at the Agent's request made after the occurrence and during the continuance of an Event of Default, designate the Agent as the consignee on all bills of lading and other negotiable and non-negotiable documents of such Grantor.

Inventory; Perpetual Inventory. Each Obligated Party Grantor represents and warrants to Purchaser and agrees with Purchaser that all of the Inventory owned by such Obligated Party that is included in Eligible Inventory Grantor is and will be held for sale or lease, or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each caseservices, in the ordinary course of such Obligated Party’s Grantor's business, and is and will be fit for such purposes. Each Obligated Party Grantor will keep its Inventory in good and marketable condition, except for damaged, obsolete damaged or defective goods arising in the ordinary course of such Obligated Party’s Grantor's business. No Obligated Party willEach Grantor will not, without the prior written consent of the AgentsPurchaser, acquire or accept any Inventory on consignment or approval, except that Xxxxx may accept inventory on consignment from Kubota Tractor Corporation and other vendors, so long as (i) the aggregate amount of such consigned inventory held by all . Each Grantor will conduct a physical count of the Obligated Parties does not exceed $2,000,000 at any one time and (ii) none of such consigned inventory is rented by any Obligated Party to any of its customers. Each Obligated Party agrees that all Inventory produced by such Obligated Party in the U.S. will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated Party will conduct cycle counts of its Inventory such that all of its Inventory shall be counted (though at varying times) at least once per Fiscal Year andfiscal year of the Company, and after and during the existence continuation of an Event of Default, at such other times as either Purchaser requests. Notwithstanding the foregoing sentence, a Grantor's obligation to conduct a yearly physical count of the Agents requestsInventory shall be satisfied for such year if such Grantor conducts an appraisal (in such year) of the Inventory for the Purchaser (though the obligation to conduct a physical count at such times as Purchaser requests during an Event of Default shall not be affected by this sentence). Each Obligated Party Grantor will maintain a perpetual inventory reporting system at all times. Each Obligated Party, at its own expense, shall make available to the Agents upon request the results of each physical verification, if any, which such Obligated Party may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory. No Obligated Party willGrantor will not, without the Agents’ Purchaser's written consent, sell any Inventory on a xxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis. No Obligated Party will permit any of its Inventory to become a fixture with respect to Real Estate or (except for spare parts Inventory other than Eligible Spare Parts Inventory) to become an accession with respect to other personal property with respect to which Real Estate or personal property the Collateral Agent does not have a Lien. No Obligated Party will, without the Agents’ prior written consent, alter or remove any identifying symbol or number on any of such Obligated Party’s Inventory constituting Collateral.

Inventory; Perpetual Inventory. Each Obligated Party represents (a) The Grantors represent and warrants warrant to the Collateral Agent and the Lenders and agrees with the Collateral Agent and the Lenders that all of the Inventory owned by such Obligated Party that is included in Eligible Inventory the Grantors is and will be held for sale or lease, or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each caseservices, in the ordinary course of such Obligated Party’s the Grantors’ business, and is and will be fit for such purposes. Each Obligated Party The Grantors will keep its their Inventory in good and marketable condition, except for damaged, obsolete damaged or defective goods arising in the ordinary course of such Obligated Party’s the Grantors’ business. No Obligated Party willThe Grantors will not, without the prior written consent of the AgentsCollateral Agent, acquire or accept any Inventory on consignment or approval, except that Xxxxx may accept inventory on consignment from Kubota Tractor Corporation pursuant to the Navistar Consignment Agreement provided the Navistar Intercreditor Agreement is in full force and other vendors, so long as (i) the aggregate amount of such consigned inventory held by all of the Obligated Parties does not exceed $2,000,000 at any one time and (ii) none of such consigned inventory is rented by any Obligated Party to any of its customerseffect. Each Obligated Party agrees The Grantors agree that all Inventory produced by such Obligated Party the Grantors in the U.S. United States of America will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated Party The Grantors will conduct cycle counts a physical count of its the Inventory such that all of its Inventory shall be counted (though at varying times) at least once per Fiscal Year andYear, and after and during the existence continuation of an Event of Default, at such other times as either of the Agents Collateral Agent requests. Each Obligated Party The Grantors will maintain a perpetual an inventory reporting system at all times. Each Obligated Party, at its own expense, shall make available times consistent with past practices and reasonably acceptable to the Agents upon request the results of each physical verification, if any, which such Obligated Party may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its InventoryCollateral Agent. No Obligated Party willThe Grantors will not, without the Agents’ Collateral Agent’s written consent, sell any Inventory on a xxxxbxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis. No Obligated Party will permit any . (b) In connection with all Inventory financed by Letters of its Inventory to become a fixture with respect to Real Estate Credit, the Grantors will, at the Collateral Agent’s request, instruct all suppliers, carriers, forwarders, customs brokers, warehouses or (except for spare parts Inventory other than Eligible Spare Parts others receiving or holding cash, checks, Inventory) to become an accession with respect to other personal property with respect to , Documents or Instruments in which Real Estate or personal property the Collateral Agent does not have holds a Liensecurity interest to deliver them to the Collateral Agent and/or subject to the Collateral Agent’s order, and if they shall come into the Grantors’ possession, to deliver them, upon request, to the Collateral Agent in their original form. No Obligated Party willThe Grantors shall also, without at the Agents’ prior written consentCollateral Agent’s request, alter or remove any identifying symbol or number designate the Collateral Agent as the consignee on any all bills of such Obligated Party’s Inventory constituting Collaterallading and other negotiable and non-negotiable documents.

Inventory; Perpetual Inventory. Each Obligated Party Borrower represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that all of the Inventory owned by such Obligated Party that is included in Eligible Inventory Borrower is and will be held for sale or lease, or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each caseservices, in the ordinary course of such Obligated Party’s Borrower's business, and is and will be fit for such purposes. Each Obligated Party Borrower will keep its Inventory in good and marketable condition, except for damaged, obsolete damaged or defective goods arising in the ordinary course of such Obligated Party’s Borrower's business. No Obligated Party willEach Borrower will not, without the prior written consent of the AgentsAgent, acquire or accept any Inventory on consignment or approval; provided, except however, that Xxxxx the Parent may accept inventory have on consignment from Kubota Tractor Corporation and other vendors, so long as (i) the aggregate amount of such consigned inventory held by all of the Obligated Parties does not exceed hand up to $2,000,000 1,000,000 at any one time and (iiin book value) none of consigned Inventory so long as all such consigned inventory is rented by any Obligated Party Inventory shall be reported to any of its customersthe Agent and be kept identifiable and segregated from the Parent's other Inventory. Each Obligated Party Borrower agrees that all Inventory produced by such Obligated Party Borrower in the U.S. United States of America will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated Party The Parent will conduct cycle counts counts, consistent with past practices, of its the Inventory such that all of its Inventory shall be counted (though at varying times) at least once per Fiscal Year andYear, and after and during the existence continuation of an Event of Default, at such other times as either of the Agents Agent requests. Each Obligated Party Borrower will maintain a perpetual inventory reporting system at all times. Each Obligated Party, at its own expense, shall make available to the Agents upon request the results of each physical verification, if any, which such Obligated Party may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory. No Obligated Party willBorrower will not, without the Agents’ Agent's written consent, sell any Inventory on a xxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis. No Obligated Party will permit any of its Inventory to become a fixture with respect to Real Estate or (except for spare parts Inventory other than Eligible Spare Parts Inventory) to become an accession with respect to other personal property with respect to which Real Estate or personal property the Collateral Agent does not have a Lien. No Obligated Party will, without the Agents’ prior written consent, alter or remove any identifying symbol or number on any of such Obligated Party’s Inventory constituting Collateral.

Inventory; Perpetual Inventory. (a) Each Obligated Party Borrower represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that all of the Inventory (other than returned or obsolete Inventory) owned by such Obligated Party that is included in Eligible Inventory Borrower is and will be held for sale or lease, or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each caseservices, in the ordinary course of such Obligated Party’s Borrower's business, and is and will be fit for such purposes. Each Obligated Party Borrower will keep its Inventory (other than returned or obsolete Inventory) in good and marketable condition, except for damaged, obsolete damaged or defective goods arising in the ordinary course of such Obligated Party’s Borrower's business. No Obligated Party Borrower will, without the prior written consent of the AgentsAgent, acquire or accept maintain any Inventory in excess of $1,000,000 at any time on consignment or approval, except approval unless such Inventory is disclosed to the Agent pursuant to SECTION 6.7 and the applicable Borrower takes appropriate steps to insure that Xxxxx may accept inventory on consignment from Kubota Tractor Corporation and other vendors, so long as (i) the aggregate amount all of such consigned inventory held by all Inventory is excluded from any determination of the Obligated Parties does not exceed $2,000,000 at any one time and (ii) none of such consigned inventory is rented by any Obligated Party to any of its customersEligible Inventory. Each Obligated Party Borrower agrees that all Inventory produced by such Obligated Party in the U.S. United States will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated Party Borrower will conduct cycle counts a physical count of its Inventory such that all of its Inventory shall be counted (though at varying times) at least once per Fiscal Year andYear, and during the existence of an Event of Default, at such other times as either of the Agents requestsAgent may reasonably request. Each Obligated Party Borrower will maintain a perpetual inventory Inventory reporting system at all times. Each Obligated Party, at its own expense, shall make available to Without the Agents upon request the results of each physical verification, if any, which such Obligated Party may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory. No Obligated Party will, without the Agents’ Agent's written consent, sell any no Borrower will sell, through a single transaction or a series of related transactions, Inventory on a xxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis. No Obligated Party will permit any basis in excess of its $1,000,000. (b) In connection with all Inventory to become a fixture with respect to Real Estate or (except for spare parts Inventory other than Eligible Spare Parts Inventory) to become an accession with respect to other personal property with respect to which Real Estate or personal property financed by letters of credit, the Collateral Agent does not have a Lien. No Obligated Party Borrowers will, without at the Agents’ prior written consentAgent's request, alter instruct all suppliers, carriers, forwarders, customs brokers, warehouses or remove any identifying symbol other Persons receiving or number holding cash, checks, Inventory, documents or instruments in which the Agent holds a security interest to deliver them to the Agent and/or subject to the Agent's order, and if they shall come into such Borrower's possession, to deliver them, upon request, to the Agent in their original form. The Borrowers shall also, at the Agent's request, designate the Agent as the consignee on any all bills of such Obligated Party’s Inventory constituting Collaterallading and other negotiable and non-negotiable documents.