Common use of Inventory Covenants Clause in Contracts

Inventory Covenants. With respect to the Inventory, Borrower: (a) shall at all times maintain inventory records reasonably satisfactory to Lender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s cost therefore and daily withdrawals therefrom and additions thereto; (b) shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayed, except for sales of Inventory in the ordinary course of Borrower’s business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) shall produce, use, store, ship 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); (d) assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (e) shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory except as set forth on Schedule 5.20; (f) shall keep the Inventory in good and marketable condition; and (g) shall not, without prior written notice to Lender, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20.

Inventory Covenants. With respect to the Inventory, Borrower: (a) shall at all times maintain inventory records reasonably satisfactory to Lender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s cost therefore and daily withdrawals therefrom and additions thereto; (b) shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayed, except for sales of Inventory in the ordinary course of Borrower’s business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) shall produce, use, use store, ship 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); (d) assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (e) shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory except as set forth on Schedule 5.20Inventory; (f) shall keep the Inventory in good and marketable condition; and (g) shall not, without prior written notice to Lender, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20approval.

Inventory Covenants. With respect to the any Inventory, Borrower: (a) each Guarantor shall conduct a physical count of the Inventory at all least once each year, but at any time or times maintain as Foothill may request on or after an Event of Default, and promptly following such physical inventory records shall supply Foothill with a report in the form and with such specificity as may be reasonably satisfactory to Lender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s cost therefore and daily withdrawals therefrom and additions theretoFoothill concerning such physical count; (b) no Guarantor shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayedFoothill, except for sales or use of Inventory in the ordinary course of Borrower’s such Guarantor's business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) each Guarantor shall produce, use, store, ship store and maintain the Inventory 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); (d) each Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (e) no Guarantor shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower such Guarantor to repurchase such Inventory except as set forth on Schedule 5.20Inventory; (f) each Guarantor shall keep the Inventory in good and marketable condition; and (g) shall notno Guarantor shall, without prior written notice to LenderFoothill, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20approval.

Inventory Covenants. With respect to the Inventory, Borrower: : (a) Borrower shall at all times maintain inventory records reasonably satisfactory to LenderAgent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s cost therefore therefor and daily monthly withdrawals therefrom and additions thereto; (b) Borrower shall not conduct a physical count of the Inventory at least once each year, but at any time or times as Agent may request on or after an Event of Default that is continuing, and promptly following such physical inventory shall supply Agent with a report in the form and with such specificity as may be satisfactory to Agent concerning such physical count; (c) Borrower shall not, other than as permitted herein, including pursuant to Section 9.7(b), remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayedAgent, except for sales and movement of Inventory in the ordinary course of Borrower’s business and except to move Inventory directly from one location set forth or permitted herein to another such location; (cd) Borrower shall produce, use, store, ship store and maintain the Inventory 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)laws; (de) Borrower assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ef) Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory except as set forth on Schedule 5.20Inventory; (fg) Borrower shall keep the Inventory in good and marketable condition; and (gh) Borrower shall not, without prior written notice to LenderAgent, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20approval.

Inventory Covenants. With respect to the Inventory, Borrower: Inventory (other than Inventory that is an Excluded Asset): (a) each Debtor shall at all times maintain inventory records reasonably satisfactory to LenderCollateral Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of such Inventory, Borrower’s such Debtor's cost therefore therefor and daily withdrawals therefrom and additions thereto; (b) each Debtor shall conduct a physical count of such Inventory at any time or times as Collateral Agent may reasonably request (but not more than once per year) on or after an Event of Default, and promptly following such physical inventory shall supply Collateral Agent with a report in the form and with such specificity as may be reasonably satisfactory to Collateral Agent concerning such physical count; (c) no Debtor shall remove any such Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayedPerfection Agent, except for sales and movement or transport of such Inventory in the ordinary course of Borrower’s such Debtor's business and except to move such Inventory directly from one location set forth or permitted herein to another such location; location (cd) each Debtor shall produce, use, store, ship store and maintain the Inventory such 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); (de) each Debtor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the such Inventory; (ef) no Debtor shall not sell such Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower such Debtor to repurchase such Inventory except as set forth on Schedule 5.20Inventory(other than in the ordinary course of business consistent with past practices); (fg) each Debtor shall keep the such Inventory in good and marketable condition; and (gh) shall notno Debtor shall, without prior written notice to LenderCollateral Agent, acquire or accept any such Inventory on consignment or approval except as set forth on Schedule 5.20(other than in the ordinary course of business consistent with past practices).

Inventory Covenants. With respect to the Inventory, Borrower: (a) Borrower shall at all times maintain inventory records reasonably satisfactory to Lender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s 's cost therefore therefor and daily withdrawals therefrom and additions thereto; (b) Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayed, except for sales of Inventory in the ordinary course of Borrower’s 's business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) Borrower shall produce, use, store, ship store and maintain the Inventory with all reasonable care and caution and in accordance in all material respects 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); (d) Borrower assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (e) Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory except as set forth on Schedule 5.20Inventory; (f) Borrower shall keep the Inventory in good and marketable condition, other than as permitted by Section 7.2(b) hereof; and (g) Borrower shall not, without prior written notice to Lender, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20approval.

Inventory Covenants. With respect to the Inventory, BorrowerInventory of any Domestic Loan Party that is included by the Borrowers as Eligible Inventory in the calculation of the Borrowing Base: (a) each such Loan Party shall at all times maintain inventory records reasonably satisfactory to Lenderthe Administrative Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of such Inventory, Borrower’s such Loan Party's cost therefore therefor and daily withdrawals therefrom and additions thereto; (b) such Loan Parties shall conduct a physical count of such the Inventory at any time the Administrative Agent may reasonably request, and promptly following such physical inventory shall supply the Administrative Agent with a report in the form and with such specificity as may be reasonably satisfactory to the Administrative Agent concerning such physical count; (c) such Loan Parties shall not remove any such Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayedthe Administrative Agent, except for sales of such Inventory in the ordinary course of Borrower’s its business and except to move such Inventory directly from one location set forth or permitted herein to another such locationlocation and except for such Inventory shipped from the manufacturer thereof to such Loan Party which is in transit to the locations set forth or permitted herein; (cd) upon the Administrative Agent's request, the Borrowers shall, at their expense, deliver or cause to be delivered to the Administrative Agent written appraisals as to such Inventory in form, scope and methodology reasonably acceptable to the Administrative Agent (and consistent with the methodology used by Hilco) by Hilco or an appraiser reasonably acceptable to the Administrative Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) such Loan Parties shall produce, use, store, ship store and maintain the such 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); (df) none of such Inventory constitutes farm products or the proceeds thereof; (g) each such Loan Party assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the such Inventory; (eh) such Loan Parties shall not sell such Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower any such Loan Party to repurchase such Inventory except as set forth on Schedule 5.20(unless such Inventory may be returned only if it is not damaged and is resalable in the normal course of business); (fi) such Loan Parties shall keep the such Inventory in good and marketable condition; and (gj) such Loan Parties shall not, without prior written notice to Lenderthe Administrative Agent or the specific identification of such Inventory in a report with respect thereto provided by the Administrative Borrower to the Administrative Agent pursuant to Section 8.05(a) hereof, acquire or accept any such Inventory on consignment or approval except as set forth on Schedule 5.20approval.

Inventory Covenants. With respect to the Inventory, Borrower: (a) shall at all times maintain inventory records reasonably satisfactory to LenderDebenture Holder, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s cost therefore and daily withdrawals therefrom and additions thereto; (b) shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of LenderDebenture Holder, which consent shall not be unreasonably denied or delayed, except for sales of Inventory in the ordinary course of Borrower’s business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) shall produce, use, use store, ship 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); (d) assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (e) shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory except as set forth on Schedule 5.20Inventory; (f) shall keep the Inventory in good and marketable condition; and (g) shall not, without prior written notice to LenderDebenture Holder, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20approval.

Inventory Covenants. With respect to the Inventory, Borrower: (a) shall at all times maintain inventory records reasonably satisfactory to Lender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s cost therefore and daily withdrawals therefrom and additions thereto; (b) shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayed, except for sales of Inventory in the ordinary course of Borrower’s business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) shall produce, use, store, ship 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 FDA Laws and the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (d) assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (e) shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory except as set forth unless Borrower excludes such Account from the Borrowing Base for Eligible Accounts and separately states such exclusion on Schedule 5.20the Borrowing Certificate; (f) shall keep the Inventory in good and marketable condition; and (g) shall not, without prior written notice to Lender, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20approval.

Inventory Covenants. With respect to the Inventory, Borrower: (a) shall at all times maintain inventory records reasonably satisfactory to Lender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s 's cost therefore and daily withdrawals therefrom and additions thereto; (b) shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayed, except for sales of Inventory in the ordinary course of Borrower’s 's business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) shall produce, use, use store, ship 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); (d) assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (e) shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory except as set forth on Schedule 5.20Inventory; (f) shall keep the Inventory in good and marketable condition; and (g) shall not, without prior written notice to Lender, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20approval.

Inventory Covenants. With respect to the Eligible Inventory, Borrower: (a) each Loan Party shall at all times maintain inventory records reasonably satisfactory to Lenderthe Agent (it being understood that records maintained substantially in accordance with historical practice are acceptable to the Agent), keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrowersuch Loan Party’s cost therefore therefor and daily withdrawals therefrom and additions thereto; (b) the Loan Parties shall conduct a physical count of the Inventory at least once each year but at any time or times as the Agent may request on or after an Event of Default, and promptly following such physical inventory shall supply the Agent with a report in the form and with such specificity as may be satisfactory to the Agent concerning such physical count; (c) the Loan Parties shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayed, except for sales of Inventory in the ordinary course of Borrower’s its business and except to move Inventory directly from one location set forth or permitted herein to another such locationlocation and except for Inventory shipped from the manufacturer thereof to such Loan Party which is in transit to the locations set forth or permitted herein unless (i) the Loan Parties shall give notice to the Agent of such removal and (ii) the Loan Parties shall comply with the requirements of Section 9.2 with respect to the new location of such Inventory; (cd) the Loan Parties shall permit the Agent to conduct Inventory Appraisals in accordance with the terms of Section 7.7; (e) the Loan Parties shall produce, use, store, ship 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); (df) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (g) each Loan Party assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (eh) the Loan Parties shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower any Loan Party to repurchase such Inventory except as set forth on Schedule 5.20Inventory; (fi) the Loan Parties shall keep the Inventory in good and marketable condition; and (gj) the Loan Parties shall not, without prior written notice to Lenderthe Agent or the specific identification of such Inventory in a report with respect thereto provided by the Company to the Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20approval.

Inventory Covenants. With respect to the Inventory, Borrower: (a) Guarantor ------------------- shall at all times maintain inventory records reasonably satisfactory to Lender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s Guarantor's cost therefore therefor and daily withdrawals therefrom and additions thereto; (b) Guarantor shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayed, except for sales of Inventory in the ordinary course of Borrower’s Guarantor's business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) Guarantor shall produce, use, store, ship store and maintain the Inventory 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); (d) Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (e) Guarantor shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower Guarantor to repurchase such Inventory except as set forth on Schedule 5.20Inventory; (f) Guarantor shall keep the Inventory in good and marketable condition; and (g) Guarantor shall not, without prior written notice to Lender, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20approval.

Inventory Covenants. With respect to the Inventory, Borrower: (a) each Guarantor ------------------- shall at all times maintain inventory records reasonably satisfactory to Lender, the Secured Party keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s such Guarantor's cost therefore therefor and daily withdrawals therefrom and additions thereto; (b) no Guarantor shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayedthe Secured Party, except for sales of Inventory in the ordinary course of Borrower’s such Guarantor's business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) each Guarantor shall produce, use, store, ship store and maintain the Inventory 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); (d) each Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (e) each Guarantor shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower such Guarantor to repurchase such Inventory except as set forth on Schedule 5.20Inventory; (f) each Guarantor shall keep the Inventory in good and marketable condition; and (g) shall notno Guarantor shall, without prior written notice to Lenderthe Secured Party, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20approval.

Inventory Covenants. With respect to the Inventory, BorrowerPurchaser: (a) shall at all times maintain inventory records reasonably satisfactory to LenderSeller, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, BorrowerPurchaser’s cost therefore and daily withdrawals therefrom and additions thereto; (b) shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of LenderSeller, which consent shall not be unreasonably denied or delayed, except for sales of Inventory in the ordinary course of BorrowerPurchaser’s business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) shall produce, use, use store, ship 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); (d) assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (e) shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower Purchaser to repurchase such Inventory except as set forth on Schedule 5.20Inventory; (f) shall keep the Inventory in good and marketable condition; and (g) shall not, without prior written notice to LenderSeller, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20approval.

Inventory Covenants. With respect to the Inventory, Borrower: (a) shall at all times maintain inventory records reasonably satisfactory to Lender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s cost therefore and daily withdrawals therefrom and additions thereto; (b) The Obligors shall not remove engage in any sale of the Inventory from other than for fair consideration or in the locations set forth or permitted herein, without conduct of the prior written consent of Lender, which consent shall not be unreasonably denied or delayed, except for sales of Inventory Obligors’ businesses in the ordinary course and shall not engage in sales or other dispositions of Borrower’s business and except Inventory to move creditors, sales or other dispositions in bulk, or any use of any of the Inventory directly from one location set forth in breach of any provision of this Agreement that would reasonably be expected to have a Material Adverse Effect. (b) No sale of Inventory shall be on consignment, approval, or permitted herein under any other circumstances such that, with the exception of the Obligors’ customary return policy applicable to another the return of Inventory purchased by the Obligors’ retail customers in the ordinary course, such location; Inventory may be returned to the Obligors without the consent of the Lender. (c) Obligors shall ensure that all Inventory now owned or hereafter acquired by the Obligors which is included in the calculation of the Borrowing Base is and will be of good and merchantable quality and free from defects (other than defects within customary trade tolerances or for purchases of “irregular” Inventory in accordance with current practices). (d) Obligors shall produce, use, store, ship store and maintain the Inventory 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 relating thereto); (d) assumes all responsibility and liability arising from or relating , in each case except as would not reasonably be expected to the production, use, sale or other disposition of the Inventory; have a Material Adverse Effect. (e) shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory except as set forth on Schedule 5.20; (f) Obligors shall keep all Inventory which is included in the Inventory calculation of the Borrowing Base in good and marketable condition; and . (gf) shall not, without prior written notice to Lender, acquire None of the Inventory or accept any Inventory on consignment or approval except as set forth on Schedule 5.20other Collateral constitutes Farm Products.

Inventory Covenants. With respect to the Inventory, Borrower: (a) shall at all times maintain inventory records reasonably satisfactory to Lender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s 's cost therefore and daily withdrawals therefrom and additions thereto; (b) shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayed, except for sales of Inventory in the ordinary course of Borrower’s 's business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) shall produce, use, store, ship 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); (d) assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (e) shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory except as set forth on Schedule 5.20; (f) shall keep the Inventory in good and marketable condition; and (g) shall not, without prior written notice to Lender, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20.

Inventory Covenants. (a) Commencing in February 2002, Borrower shall provide to Lender a monthly report of the results of a physical inventory conducted at Borrower's Waterbury Connecticut distribution center and Yonkers, New York distribution center. (b) With respect to the Inventory, Borrower: : (a) shall at all times maintain inventory records reasonably satisfactory to Lender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s 's cost therefore therefor and daily withdrawals therefrom and additions thereto; (b) shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayed, except for sales of Inventory in the ordinary course of Borrower’s 's business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) shall produce, use, store, ship 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); (d) assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (e) shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory except as set forth on Schedule 5.20Inventory; (f) shall keep the Inventory in good and marketable condition; and (g) shall not, without prior written notice to Lender, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20approval.

Inventory Covenants. With respect to the Inventory, Borrower: (a) the Company shall at all times maintain inventory records reasonably satisfactory to Lenderthe Lenders, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s the Company's cost therefore therefor and daily withdrawals therefrom and additions thereto; (b) the Company shall conduct a physical count of the Inventory at any time or times as a Lender may request on or after an Event of Default, and promptly following such physical inventory shall supply each Lender with a report in the form and with such specificity as may be reasonably satisfactory to each Lender concerning such physical count; (c) the Company shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayedthe Lenders, except for sales of Inventory in the ordinary course of Borrower’s the Company's business and except to move Inventory directly from one location set forth or permitted herein to another such locationlocation and except for Inventory shipped from the manufacturer thereof to the Company which is in transit to the locations set forth or permitted herein; (cd) the Company shall produce, use, store, ship 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); (de) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (f) the Company assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (eg) shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory except as set forth on Schedule 5.20; (f) Company shall keep the Inventory in good and marketable condition; and (g) shall not, without prior written notice to Lender, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20.

Inventory Covenants. With respect to the Inventory, Borrower: (a) Borrowers shall at all times maintain inventory Inventory records reasonably satisfactory to LenderAgents, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s Borrowers' cost therefore therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers shall conduct a physical count of the Inventory at least once each year, but at any time or times as Agents may request on or after an Event of Default, and promptly following such physical inventory shall supply Agents with a report in the form and with such specificity as may be reasonably satisfactory to Agents concerning such physical count; (c) Borrowers shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayedAgents, except for sales of Inventory in the ordinary course of Borrower’s Borrowers' business and except to move Inventory directly from one location set forth or permitted herein to another such location; (cd) upon either Agent's request, Borrowers shall, at their expense, no more than once in any twelve (12) month period, but at any time or times as either Agent may request on or after an Event of Default, deliver or cause to be delivered to Agents written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agents and by an appraiser acceptable to Agent , addressed to Agents or upon which Agents are expressly permitted to rely; (e) Borrowers shall produce, use, store, ship 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 Applicable Law (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (d) assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (e) shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory except as set forth on Schedule 5.20; (f) shall keep the Inventory in good and marketable condition; and (g) shall not, without prior written notice to Lender, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20.