WITH ALL REASONABLE CARE AND CAUTION AND IN ACCORDANCE WITH
APPLICABLE STANDARDS OF ANY INSURANCE IN ALL MATERIAL RESPECTS AND IN CONFORMITY
WITH ALL APPLICABLE LAWS IN ALL MATERIAL RESPECTS; (D) THE EQUIPMENT IS AND
SHALL BE USED IN THE BUSINESS OF BORROWERS AND NOT FOR PERSONAL, FAMILY,
HOUSEHOLD OR FARMING USE; (E) BORROWERS SHALL NOT REMOVE ANY EQUIPMENT FROM THE
LOCATIONS SET FORTH OR PERMITTED HEREIN, EXCEPT THAT BORROWERS MAY REMOVE
EQUIPMENT FROM THE LOCATIONS SET FORTH OR PERMITTED HEREIN: (I) TO THE EXTENT
NECESSARY TO HAVE ANY EQUIPMENT REPAIRED OR MAINTAINED IN THE ORDINARY COURSE
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OF ITS BUSINESS OR (II) TO MOVE EQUIPMENT DIRECTLY FROM ONE LOCATION SET FORTH
OR PERMITTED HEREIN TO ANOTHER SUCH LOCATION OR (III) TO THE EXTENT SUCH
EQUIPMENT ARE MOTOR VEHICLES AND TRAILERS USED BY OR FOR THE BENEFIT OF SUCH
BORROWER IN THE ORDINARY COURSE OF BUSINESS OR (IV) OTHER EQUIPMENT SO LONG AS
THE AGGREGATE AMOUNT OF ALL OF SUCH EQUIPMENT AT SUCH OTHER LOCATIONS DOES NOT
HAVE A VALUE IN EXCESS OF $25,000; (F) THE EQUIPMENT (OTHER THAN EQUIPMENT THAT
IS A FIXTURE) IS NOW AND SHALL REMAIN PERSONAL PROPERTY AND BORROWERS SHALL NOT
PERMIT ANY OF THE EQUIPMENT (OTHER THAN EQUIPMENT THAT IS A FIXTURE) TO BE OR
BECOME A PART OF OR AFFIXED TO REAL PROPERTY OTHER THAN REAL PROPERTY OWNED BY
BORROWERS AND SUBJECT TO A MORTGAGE (UNLESS THE REAL PROPERTY HAS A VALUE OF
LESS THAN $100,000); AND (V) NEITHER AGENT NOR ANY LENDER SHALL HAVE ANY
RESPONSIBILITY OR LIABILITY ARISING FROM THE USE OF THE EQUIPMENT AND REAL
PROPERTY.
7.5
POWER OF ATTORNEY.
EACH BORROWER HEREBY IRREVOCABLY DESIGNATES AND
APPOINTS AGENT (AND ALL PERSONS DESIGNATED BY AGENT) AS SUCH BORROWER'S TRUE AND
LAWFUL ATTORNEY IN FACT, AND AUTHORIZES AGENT, IN SUCH BORROWER'S OR AGENT'S
NAME, TO: (A) AT ANY TIME AN EVENT OF DEFAULT EXISTS OR HAS OCCURRED AND IS
CONTINUING (I) DEMAND PAYMENT ON RECEIVABLES OR OTHER COLLATERAL, (II) ENFORCE
PAYMENT OF RECEIVABLES BY LEGAL PROCEEDINGS OR OTHERWISE, (III) EXERCISE ALL OF
SUCH BORROWER'S RIGHTS AND REMEDIES TO COLLECT ANY RECEIVABLE OR OTHER
COLLATERAL, (IV) SELL OR ASSIGN ANY RECEIVABLE UPON SUCH TERMS, FOR SUCH AMOUNT
AND AT SUCH TIME OR TIMES AS THE AGENT DEEMS ADVISABLE, (V) SETTLE, ADJUST,
COMPROMISE, EXTEND OR RENEW ANY ACCOUNT, (VI) DISCHARGE AND RELEASE ANY
RECEIVABLE, (VII) PREPARE, FILE AND SIGN EACH BORROWER'S NAME ON ANY PROOF OF
CLAIM IN BANKRUPTCY OR OTHER SIMILAR DOCUMENT AGAINST AN ACCOUNT DEBTOR OR OTHER
OBLIGOR IN RESPECT OF ANY RECEIVABLES OR OTHER COLLATERAL, (VIII) NOTIFY THE
POST OFFICE AUTHORITIES TO CHANGE THE ADDRESS FOR DELIVERY OF REMITTANCES FROM
ACCOUNT DEBTORS OR OTHER OBLIGORS IN RESPECT OF RECEIVABLES OR OTHER PROCEEDS OF
COLLATERAL TO AN ADDRESS DESIGNATED BY AGENT, AND OPEN AND DISPOSE OF ALL MAIL
ADDRESSED TO EACH BORROWER AND HANDLE AND STORE ALL MAIL RELATING TO THE
COLLATERAL; AND (IX) DO ALL ACTS AND THINGS WHICH ARE NECESSARY, IN AGENT'S
DETERMINATION, TO FULFILL EACH BORROWER'S OBLIGATIONS UNDER THIS