NOT REMOVE
ANY INVENTORY FROM THE LOCATIONS SET FORTH OR PERMITTED HEREIN, WITHOUT THE
PRIOR WRITTEN CONSENT OF AGENT, EXCEPT FOR SALES OF INVENTORY IN THE ORDINARY
COURSE OF ITS BUSINESS AND EXCEPT TO MOVE INVENTORY DIRECTLY FROM ONE LOCATION
SET FORTH OR PERMITTED HEREIN TO ANOTHER SUCH LOCATION AND EXCEPT FOR INVENTORY
SHIPPED FROM THE MANUFACTURER THEREOF TO SUCH BORROWER OR GUARANTOR WHICH IS IN
TRANSIT TO THE LOCATIONS SET FORTH OR PERMITTED HEREIN; (D) UPON AGENT'S
REQUEST, BORROWERS SHALL, AT THEIR EXPENSE, DELIVER OR CAUSE TO BE DELIVERED TO
AGENT WRITTEN APPRAISALS AS TO THE INVENTORY IN FORM, SCOPE AND METHODOLOGY
ACCEPTABLE TO AGENT AND BY AN APPRAISER ACCEPTABLE TO AGENT, ADDRESSED TO AGENT
AND LENDERS AND UPON WHICH AGENT AND LENDERS ARE EXPRESSLY PERMITTED TO RELY,
BUT SO LONG AS NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST OR HAVE OCCURRED, NO
MORE THAN TWO (2) SUCH APPRAISALS AT THE COST AND EXPENSE OF BORROWERS IN ANY
CALENDAR YEAR; PROVIDED, THAT, WITHOUT LIMITING ANY RIGHTS OF AGENT HEREUNDER,
BORROWERS SHALL WITHIN NINETY (90) DAYS AFTER THE DATE HEREOF DELIVER, OR CAUSE
TO BE DELIVERED, TO AGENT, SUCH WRITTEN APPRAISALS AS TO THE INVENTORY; (E)
BORROWERS AND GUARANTORS SHALL PRODUCE, USE, STORE AND MAINTAIN THE INVENTORY
WITH ALL REASONABLE CARE AND CAUTION AND IN ACCORDANCE WITH APPLICABLE STANDARDS
OF ANY INSURANCE AND IN CONFORMITY WITH APPLICABLE LAWS (INCLUDING THE
REQUIREMENTS OF THE FEDERAL FAIR LABOR STANDARDS ACT OF 1938, AS AMENDED AND ALL
RULES, REGULATIONS AND ORDERS RELATED THERETO); (F) EACH BORROWER AND GUARANTOR
ASSUMES ALL RESPONSIBILITY AND LIABILITY ARISING FROM OR RELATING TO THE
PRODUCTION, USE, SALE OR OTHER DISPOSITION OF THE INVENTORY; (G) BORROWERS AND
GUARANTORS SHALL NOT SELL INVENTORY TO ANY CUSTOMER ON APPROVAL, OR ANY OTHER
BASIS WHICH ENTITLES THE CUSTOMER TO RETURN OR MAY OBLIGATE ANY BORROWER OR
GUARANTOR TO REPURCHASE SUCH INVENTORY EXCEPT FOR THE RIGHT OF RETURN GIVEN TO
CUSTOMERS OF SUCH BORROWER OR GUARANTOR IN THE ORDINARY COURSE OF THE BUSINESS
OF SUCH BORROWER OR GUARANTOR IN ACCORDANCE WITH THE THEN CURRENT RETURN POLICY
OF SUCH BORROWER OR GUARANTOR; (H) BORROWERS AND GUARANTORS SHALL KEEP THE
INVENTORY IN GOOD AND MARKETABLE CONDITION; AND (I) BORROWERS AND GUARANTORS
SHALL NOT ACQUIRE OR ACCEPT ANY INVENTORY ON CONSIGNMENT OR APPROVAL UNLESS SUCH
INVENTORY HAS BEEN SPECIFICALLY IDENTIFIED IN A REPORT WITH RESPECT THERETO
PROVIDED BY ADMINISTRATIVE BORROWER TO AGENT PURSUANT TO SECTION 7.1(A) HEREOF
WHEN REQUIRED TO BE INCLUDED IN SUCH REPORT OR AGENT HAS OTHERWISE RECEIVED
PRIOR WRITTEN NOTICE THEREOF IN FORM AND SUBSTANCE SATISFACTORY TO AGENT.
7.4
POWER OF ATTORNEY.
EACH BORROWER AND GUARANTOR HEREBY IRREVOCABLY
DESIGNATES AND APPOINTS AGENT (AND ALL PERSONS DESIGNATED BY AGENT) AS SUCH
BORROWER'S AND GUARANTOR'S TRUE AND LAWFUL ATTORNEY-IN-FACT, AND AUTHORIZES
AGENT, IN SUCH BORROWER'S, GUARANTOR'S OR AGENT'S NAME, TO: (A) AT ANY TIME AN
EVENT OF DEFAULT EXISTS OR HAS OCCURRED (I) DEMAND PAYMENT ON ANY COLLATERAL,
(II) ENFORCE PAYMENT OF ANY OF THE COLLATERAL BY LEGAL PROCEEDINGS OR OTHERWISE,
(III) EXERCISE ALL