Common use of Covenants Concerning Collateral, Etc Clause in Contracts

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens), and the Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured Party, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, (d) the Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (e) the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Each Grantor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company such Grantor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company such Grantor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens), and the Company such Grantor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured Party, the Company such Grantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, (d) the Company such Grantor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (e) the Company such Grantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (f) the Company such Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, so long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Each of Group and Operating further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, Collateral will be kept at those locations listed on the Perfection Certificate and the Company Debtor will not remove the Collateral from such locations, without providing at least thirty (30) days 30 days’ prior written notice to the Secured Party, (b) except for the security interest herein grantedgranted and the Permitted Liens, the Company Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person person, lien, security interest or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor shall diligently defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured PartyPermitted Liens, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of other than the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partySecured Party, (d) the Company Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party, or its designee, to inspect the Collateral from time to time at any reasonable timetime during normal business hours upon reasonable notice, wherever located, (ef) the Company Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, and (fg) the Company Debtor will continue to operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (h) the Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses other than in the ordinary course of business, (i) the Debtor will not permit the Collateral to be physically located and/or put into service in any jurisdiction in which the grant of a security interest in such Collateral would require approval from any governmental regulatory body or agency until the delivery of reasonable evidence of any such approval to the Collateral Agent, and (j) the sale Debtor may also transfer title to all or any part of inventory the Collateral to one or more direct or indirect wholly-owned subsidiaries of either Debtor (a “Permitted Transferee”), provided, however, that prior to any such transfer (i) such Permitted Transferee shall execute a joinder agreement or guaranty in form and substance satisfactory to the ordinary course Collateral Agent (A) agreeing to be bound as a co-maker or guarantor under the Note and as a debtor under this Agreement and (B) acknowledging and confirming the Collateral Agent’s continuing security interest in and lien on the Collateral, (ii) the Debtor shall provide the Collateral Agent with written evidence that all federal and state regulatory approvals and other third party consents, if any, required for such transfer and joinder or guaranty have been obtained (the “Required Approvals”) and (iii) the Collateral Agent shall indicate in writing that it is satisfied that all Required Approvals for such transfer and joinder or guaranty have been obtained; provided, further, however, that notwithstanding any transfer of business consistent with past practicesany Collateral to the Permitted Transferee, neither Group nor Operating shall be released from its obligations hereunder or under the Note.

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, and except as provided in any applicable Intercreditor Agreement, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens), and the Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured Party, the Sallyport Lender or the Future ABL Lender (in each case to the extent an Intercreditor Agreement has been entered into and is in full force and effect) with respect to any applicable Permitted Lien, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, (d) the Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (e) the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, with respect to the Collateral, so long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practicespractices and the sale of the Factored Receivables sold in accordance with the terms of the Intercreditor Agreement and each Note, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens), and the Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured PartyParty or, so long as the Intercreditor Agreement is in full force and effect, Versant with respect to the Versant Collateral and the Versant Lien, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, (d) the Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (e) the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, with respect to the Collateral, the sale of the Factored Receivables sold in accordance with the terms of the Intercreditor Agreement and the Note and, so long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locationslocations (other than Collateral in transit for repair or between such locations or removal in connection with the sale, transfer or disposition of Collateral as permitted under the Transaction Documents), without providing at least thirty ten (3010) days Business Days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens), and the Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured Party, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, (d) the Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, and, so long as no Event of Default has occurred and is continuing, upon reasonable prior written notice and during normal business hours; (e) the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, so long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Company's Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty ten (3010) days Business Days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person Person or any Lien (other than Permitted Liens), and the Company shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured PartyParty or with respect to any Permitted Lien, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person Person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any personPerson, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person Person as secured party, (d) the Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (e) the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, so long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course Ordinary Course of business consistent with past practicesBusiness, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty ten (3010) days Business Days’ prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person Person or any Lien (other than Permitted Liens), and the Company shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured PartyParty or with respect to any Permitted Lien, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person Person in or claim by any person Person to the Collateral, or any Lien in the Collateral in favor of any personPerson, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person Person as secured party, (d) the Company will permit the Secured Party, or its designee, upon advance written notice to the Company to inspect the Collateral during normal business hours, wherever located, provided, if any Event of Default has occurred and is continuing, no advance written notice to the Company shall be required and any such inspection shall be permitted at any reasonable time, wherever located, (e) the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, so long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course Ordinary Course of businessBusiness, and the sale of inventory in the ordinary course Ordinary Course of business consistent with past practicesBusiness.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §Section 4, will be kept at those locations listed on the Perfection Certificate signature page and the Company Debtor will not remove the Collateral from such locationslocations (other than in connection with the sale of inventory in the ordinary conduct of Debtor’s business), without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person person, lien, security interest or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured Party, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of other than the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partySecured Party, (d) the Company Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (ef) the Company Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (g) the Debtor will continue to operate, its business in compliance with all applicable provisions of the federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances and (fh) the Company Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale sales of inventory in the ordinary course of business consistent with past practicesbusiness.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §Section 4, will be kept at those locations listed on the Perfection Certificate and the Company Debtor will not remove the Collateral from such locations, without providing at least thirty (30) 30 days prior written notice to the Secured Party, (b) except for the security interest herein grantedgranted and liens permitted in Section 8 hereof, and additional purchase money security interests and/or equipment lease financing arrangements entered into in the Company ordinary course of Debtor's business, Debtor shall be the owner of of, or have other rights in in, the Collateral free from any right lien, security interest or claim of any other person or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured Party, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien a security interest in the Collateral in favor of any person, or become bound (as provided person other than the Secured Party except for liens permitted in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partythis Agreement, (d) Debtor will keep the Company Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) Debtor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (ef) the Company Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (g) Debtor will continue to operate, its business in compliance with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (fh) the Company Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions (i) sales and leases of obsolete or worn-out property, the granting inventory and licenses of non-exclusive licenses general intangible in the ordinary course of businessbusiness and (ii) so long as no Event of Default has occurred and is continuing, and the sale sales or other dispositions of inventory obsolescent items of equipment in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party and the Investors as follows: : (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens), and the Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured Party, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, (d) the Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (e) the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Each Grantor further covenants with the Secured Party Parties as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party Administrative Agent pursuant to §4, will be kept at those locations listed on the such Grantor’s Perfection Certificate and the Company such Grantor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured PartyAdministrative Agent, (b) except for the security interest herein grantedgranted and Liens permitted by the Credit Agreement, the Company such Grantor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens)lien, and the Company such Grantor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured PartyParties, (c) other than in favor of the Secured Party, the Company such Grantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, other than the Administrative Agent except for Liens permitted by the Credit Agreement, (d) such Grantor will keep the Company Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) as provided in the Credit Agreement, such Grantor will permit the Secured PartyAdministrative Agent, or its designee, to inspect the Collateral at any reasonable time, wherever located, upon reasonable prior written notice and absent a Default or an Event of Default, (ef) the Company such Grantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) such Grantor will continue to operate, its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (fh) the Company such Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, (i) sales and the sale leases of inventory and licenses of general intangibles in the ordinary course of business consistent with past practicesand (ii) so long as no Event of Default has occurred and is continuing, dispositions permitted by the Credit Agreement.

Covenants Concerning Collateral, Etc. The Each Company further covenants and agrees with the Secured Party Investor as follows: : (a) other than inventory sold in that portion of the ordinary course Collateral consisting of business consistent with past practices, the Collateraltangible personal property, to the extent not delivered to the Secured Party Investor pursuant to §4Section 4 or delivered to the Senior Lender, will be kept at those locations listed on the Perfection Certificate and applicable Security Questionnaire and, except in connection with the activities otherwise permitted pursuant to Section 7.2(n), such Company will not remove the Collateral from such locations, without providing at least thirty (30) 30 days prior written notice to the Secured Party, Investor, (b) except for Permitted Encumbrances, each Company is the security interest herein granted, the Company shall be the sole and exclusive owner of or have other rights in Collateral owned by it (including the Collateral Intellectual Property owned by it) free from any right or claim of any other person Person other than licenses to Intellectual Property entered into in the ordinary course of business, or any Lien (other than Permitted Liens)Lien, and such Company shall, at its own expense and in the Company shall exercise of its reasonable business judgment, defend the same against all claims and demands of all persons at any time Persons claiming the same or any interests therein adverse to the Secured Party, Investor, (c) other than in favor of the Secured Party, the no Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any personPerson, or become bound (as provided in Section 9-203(d) other than Permitted Encumbrances, and no Company shall permit any of the Uniform Commercial Code Collateral to be levied upon under any legal process, other than such legal process as may be contested in good faith by such Companies by appropriate proceedings and Permitted Encumbrances, (d) no Company shall permit any Collateral to become an accession to any property as to which the Investor does not have perfected security interest, (e) no Company shall: (i) file or authorize or permit to be filed in any jurisdiction any financing statement relating to any of the State Collateral naming any secured party other than the Investor or other holder of a Permitted Encumbrance; (ii) file or authorize or permit to be filed in the U.S. Patent and Trademark Office any other relevant jurisdiction or otherwise) by a security agreement or assignment relating to any of the Collateral naming any secured party or assignee other than the Investor or Senior Lender; (iii) file or authorize or permit to be filed in the U.S. Copyright Office any security agreement or assignment relating to any of the Collateral naming any secured party or assignee other than the Investor or Senior Lender; (iv) enter into any deposit account control agreement or securities account control agreement, in favor of any person party other than Senior Lender or Lender; and (v) agree to comply with the instructions of any party (other than Senior Lender or Investor) with respect to its uncertificated securities as secured partydescribed in Section 8-106(c)(2) of the UCC, (f) each Company, will, at its own expense, deliver and pledge to the Investor, endorsed or accompanied by instruments of assignment or transfer satisfactory to Investor, any instruments, documents and chattel paper which Investor may specify, (dg) each Company will, at its own expense, take any action which the Investor may reasonably request to create, preserve, perfect, extend, modify, terminate or otherwise effect any security interest granted pursuant to this Agreement or to enable the Investor to exercise or enforce any of its rights hereunder, (h) each Company, will, at its own expense, keep and stamp or otherwise xxxx any of its documents, instruments and chattel paper and its books and records relating to any of the Collateral in such manner as Investor may reasonably require, (i) each Company will, at its own expense, keep the Collateral in good order and repair, and no Company will knowingly use any Collateral in violation of law or any policy of insurance thereon or will knowingly permit anything to be done that would be reasonably likely to impair the value of any Collateral or the security intended to be afforded thereby, (j) each Company will permit the Secured PartyInvestor, or its designee, to inspect the Collateral at any reasonable time, wherever located, upon reasonable advance written notice to such Company (ewhich advance written notice shall not be required if an Event of Default has occurred and is continuing), (k) the each Company will will, at its own expense, pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, subject to such Company’s right to contest such taxes, assessments, charges, or levies in accordance with the Loan Agreement, and subject further to the right of such Company to abandon or fail to maintain any item of registered Intellectual Property (for any application for registration of Intellectual Property) that it reasonably determines has no material value to its business and would not reasonably be expected to have a Material Adverse Effect. (l) each Company will, at its own expense, continue to operate its business in compliance, in all material respects, with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (m) each Company will, at its own expense, pay or reimburse Investor in the amount of all expenses (including without limitation reasonable fees and expenses of attorneys, experts and agents) incurred in any way in connection with the exercise, defense or assertion of any rights or interest of Investor hereunder, the enforcement of any provisions hereof, or the management, preservation, use, operation, maintenance, collection, possession, disposition or enforcement of any of the Collateral (all such expenses to be Obligations hereunder), and (n) no Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale (i) sales of inventory in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment consistent with past practicespractices and (iii) other dispositions permitted by the Loan Agreement. (o) Each Company shall (or, as applicable, shall cause its licensees of Trademarks to) (i) (1) continue to use each Trademark owned by it and included in the Collateral in order to maintain such Trademark in full force and effect with respect to each class of goods for which such Trademark is currently used, free from any claim of abandonment for non-use, unless such Company determines that the use, pursuit or maintenance of such Trademark is no longer desirable in the conduct of such Company’s business and that the loss thereof could not reasonably be expected to have a Material Adverse Effect, (2) maintain at least the same standards of quality of products or services offered under such Trademark as are currently maintained unless failure to do so could not reasonably be expected to have a Material Adverse Effect, (3) shall use commercially reasonable efforts to use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, (4) not adopt or use any other Trademark that is confusingly similar or a colorable imitation of such Trademark unless Investor shall obtain a perfected security interest in such other Trademark pursuant to this Agreement and (ii) not knowingly do any act or knowingly omit to do any act whereby (w) such Trademark (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in any way, unless such Company determines that the use, pursuit or maintenance of such Trademark is no longer desirable in the conduct of such Company’s business and that the loss thereof could not reasonably be expected to have a Material Adverse Effect, (x) any Patent owned by it and included in the Collateral may become forfeited, misused, unenforceable, abandoned or dedicated to the public, unless such Company determines that the use, pursuit or maintenance of such Patent is no longer desirable in the conduct of such Company’s business and that the loss thereof could not reasonably be expected to have a Material Adverse Effect, (y) any portion of the Copyrights that is owned by it and included in the Collateral may become invalidated, otherwise impaired or fall into the public domain, unless such Company determines that the use, pursuit or maintenance of such Copyright is no longer desirable in the conduct of such Company’s business and that the loss thereof could not reasonably be expected to have a Material Adverse Effect, or (z) allow any Trade Secret that is owned by it and included in the Collateral to become publicly available or otherwise unprotectable, unless such Company determines that the use, pursuit or maintenance of such Trade Secret is no longer desirable in the conduct of such Company’s business and that the loss thereof could not reasonably be expected to have a Material Adverse Effect. (p) Each Company shall notify Investor promptly if it knows that any application or registration relating to its material registered Intellectual Property may become forfeited, misused, unenforceable, abandoned or dedicated to the public, or of any adverse determination or development regarding the validity or enforceability of such Company’s ownership of, interest in, right to use, register, own or maintain any material registered Intellectual Property. Such Company shall take all actions that are commercially reasonable to maintain and pursue each application (and to obtain the relevant registration or recordation) and to maintain each registration and recordation included in the material registered Intellectual Property, unless such Company determines that the use, pursuit or maintenance of such registration or recordation is no longer desirable in the conduct of such Company’s business, and that the loss thereof could not reasonably be expected to have a Material Adverse Effect.

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Company's Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty ten (3010) days Business Days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person Person or any Lien (other than Permitted Liens), and the Company shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein which are adverse to the Secured Party, (c) other than in favor of the Secured PartyParty or with respect to any Permitted Lien, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person Person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any personPerson, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person Person as secured party, (d) the Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable timetime and, so long as no Event of Default has occurred and is continuing, with not less than five (5) Business Days' notice, wherever located, provided, that, so long as no Event of Default has occurred and is continuing, the Secured Party shall not exercise the rights under this clause (d) more than two (2) times during any calendar year, (e) the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, so long as no Event of Default has occurred and is continuing, (w) dispositions of obsolete or worn-out property, (x) the granting of non-exclusive licenses in the ordinary course of business, and (y) the sale of inventory in the ordinary course of business consistent with past practicesand (z) other sales or dispositions expressly permitted under the SPA or the Note.

Covenants Concerning Collateral, Etc. The Company CRC further covenants with the Secured Party Repligen as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company CRC shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (lien, security interest or other than Permitted Liens)encumbrance, and the Company CRC shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, Repligen; (cb) other than in favor of the Secured Party, the Company CRC shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or other * Confidential Treatment Requested encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, other than Repligen; (c) CRC will keep the Collateral in good order and will not use the same in violation of law or any policy of insurance thereon; (d) the Company CRC will permit the Secured PartyRepligen, or its designee, to inspect the Collateral at any reasonable timeCollateral, wherever located, upon reasonable advance notice (not less than 14 days); (e) the Company CRC will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and ; (f) CRC will continue to operate its business in substantial compliance with all applicable provisions of the Company federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances; and (g) CRC will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale sales of inventory in the ordinary course of business consistent with past practicesbusiness.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, : 9.1 the Collateral, to the extent not delivered to the Secured Party pursuant to §4and except as contemplated in Section 9.8 hereof, will be kept at those locations listed on the Perfection Certificate 00000 Xxxx Xxxxx Xxxx, Xxxxxxx, Xxxxx, or U.S. Xxxxxxx 00 Xxxxx, Xxxxxxxx, Xxxxx, and the Company Debtor will not remove the Collateral from such locations, without providing at least thirty (30) days days’ prior written notice to the Secured Party, (b) ; 9.2 except for the security interest herein grantedgranted and liens disclosed on Schedule I, the Company Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person person, lien, security interest or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of ; 9.3 the Secured Party, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or encumbrance in the Collateral in favor of any person, or become bound (as provided other than the Secured Party except for liens disclosed on Schedule I; 9.4 the Debtor will keep the Collateral in Section 9-203(d) good order and repair and will not use the same in violation of the Uniform Commercial Code of the State law or any other relevant jurisdiction or otherwise) by a security agreement in favor policy of any person as secured party, (d) insurance thereon; 9.5 the Company Debtor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (e) ; 9.6 the Company Debtor will pay promptly when due all taxes, assessments, governmental charges charges, and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement; 9.7 the Debtor will continue to operate, its business in compliance with all applicable provision of the federal Fair Labor Standards Act, as amended, and (f) with all applicable provisions of federal, state, and local statutes and ordinances dealing with the Company control, shipment, storage or disposal of hazardous material or substances; and 9.8 the Debtor will not sell or otherwise disposedispose of, or offer to sell or otherwise disposedispose of, of the Collateral, Collateral or any interest therein except for dispositions for (i) sales and leases of obsolete or worn-out property, the granting inventory and licenses of non-exclusive licenses general intangibles in the ordinary course of business, and (ii) so long as no Event of Default has occurred and the sale is continuing, sales or other dispositions of inventory in the ordinary course obsolescent items of business equipment consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Grantor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate Project site and the Company Grantor will not remove the Collateral from such locations, without providing at least thirty (30) days days’ prior written notice to the Secured Party, (b) except for the security interest herein grantedgranted and the Permitted Liens, the Company Grantor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens)lien, and the Company Grantor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured PartyParty or any of the Secured Parties, (c) other than in favor of the Secured Party, the Company Grantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d§9.203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, other than the Secured Party except for the Permitted Liens, (d) the Company Grantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Grantor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (ef) the Company Grantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) the Grantor will continue to operate, its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (fh) the Company Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Each Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the such Company’s Perfection Certificate and the such Company will not remove the Collateral from such locations, without providing at least thirty ten (3010) days Business Days prior written notice to the Secured Party, (b) except for the security interest herein granted, the such Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person Person or any Lien (other than Permitted Liens), and the such Company shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured PartyParty or with respect to any Permitted Lien, the such Company shall not pledge, mortgage or create, or suffer to exist any right of any person Person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any personPerson, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person Person as secured party, (d) the such Company will permit the Secured Party, or its designee, upon advance written notice to the Company to inspect the Collateral during normal business hours, wherever located, provided, if any Event of Default has occurred and is continuing, no advance written notice to such Company shall be required and any such inspection shall be permitted at any reasonable time, wherever located, (e) the such Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (f) the such Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, so long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Each Debtor further covenants with the Secured Party Parties as follows: (a) other than inventory sold or replaced in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party Parties pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company such Debtor will not remove the Collateral from such locations, without providing at least thirty ten (3010) days Business Days prior written notice to the Secured PartyAgent, (b) except for the security interest herein granted, the Company such Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person Person or any Lien (other than Permitted Liens), and the Company such Debtor shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured PartyParties, (c) other than in favor of the Secured PartyParties or with respect to any Permitted Lien, the Company no Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person Person in or claim by any person Person to the Collateral, or any Lien in the Collateral in favor of any personPerson, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person Person as secured party, (d) the Company each Debtor will permit the Secured PartyAgent, or its designee, upon advance written notice to such Debtor to inspect the Collateral during normal business hours, wherever located, provided, if any Event of Default has occurred and is continuing, no advance written notice to such Debtor shall be required and any such inspection shall be permitted at any reasonable time, wherever located, (e) the Company each Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (f) the Company no Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, so long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Each Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the such Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the such Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens), and the such Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured Party, the such Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, (d) the such Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (e) the such Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (f) the such Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Each Company further covenants with the Secured Party Lenders and the Collateral Agent as follows: : (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party Collateral Agent pursuant to §'SS' 4, will be kept at those locations listed on the its Perfection Certificate and the such Company will not remove the Collateral from such locations, locations without providing at least thirty (30) 30 days prior written notice to the Secured PartyCollateral Agent, (b) except for the security interest herein grantedgranted and Liens permitted by 'SS' 5.12 of the Credit Agreement and 'SS' 6G of each Note Agreement, the Company Companies shall be the owner owners of or have other rights in the Collateral free from any right or claim of any other person or any Lien (lien, security interest or other than Permitted Liens)encumbrance, and the such Company shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured PartyCollateral Agent or any of the Lenders, (c) other than in favor of the Secured Party, the such Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien lien, security interest or other encumbrance in the Collateral in favor of any personPerson, or become bound (as provided in Section 9-203(d) of other than the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partyCollateral Agent, (d) such Company will keep the Collateral in good order and repair (ordinary wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon, (e) such Company will permit the Secured PartyCollateral Agent, or its designee, to inspect the Collateral at any reasonable time, wherever located, (ef) the such Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) such Company will continue to operate, its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (fh) the such Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions sales of obsolete or and worn-out property, the granting of non-exclusive licenses in the ordinary course of business, equipment and the sale of inventory in the ordinary course of business consistent with past practicesand other sales or dispositions expressly permitted under the Credit Agreement and the Note Agreements, and (i) such Company will not file any amendment to or termination of any Uniform Commercial Code financing statement naming any Company as debtor and the Collateral Agent as secured party. In addition, each Company hereby further covenants and agrees that no such Person shall enter into any agreement, instrument or other undertaking which creates, incurs, assumes or suffers to exist a Lien on all or any portion of the Excluded Assets.

Covenants Concerning Collateral, Etc. The Each Company further covenants with the Secured Party and the Investors as follows: : (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the such Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the such Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens), and the such Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured Party, the such Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, (d) the such Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (e) the such Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (f) the such Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Pledgor further covenants with the Secured Party Parties as follows: : (a) other than inventory sold Except in the ordinary course of business consistent with past practicesbusiness, the CollateralPledgor shall not sell, offer to the extent not delivered sell, dispose of, convey, assign or otherwise transfer, or grant any option with respect to, restrict or grant, create, permit or suffer to the Secured Party pursuant to §4exist any lien on, will be kept at those locations listed on the Perfection Certificate and the Company will not remove any of the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, pledged by it hereunder or any interest therein; (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens), and the Company The Pledgor shall defend the same Collateral against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, Parties andshall not enter into any agreement or take any action that could reasonably be expected to restrict the transferability of the Collateral or otherwise impair or conflict with the Pledgor’s Obligations or the rights of the Secured Parties hereunder; (c) other than The Pledgor will keep the Collateral in favor good order and repair and will not use the same in violation of law or any policy of insurance thereon, ordinary wear and tear excepted; (d) The Pledgor shall not move the Collateral to any location except with prior written consent of the Secured PartyParties; (e) Upon reasonable notice, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, (d) the Company thePledgor will permit the Secured PartyParties, or its designeetheir designees, to inspect the Collateral at any reasonable time, wherever located, ; (ef) the Company The Pledgor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, and the Security Agreement;and (fg) the Company The Pledgor will not sell or otherwise dispose, or offer continue to sell or otherwise dispose, of the Collateral, or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses operate its business in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent material compliance with past practicesall applicable laws.

Covenants Concerning Collateral, Etc. The Company Each Grantor further covenants with the Administrative Agent and the other Secured Party Parties as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party Administrative Agent pursuant to §4, will be kept at those locations listed on the such Grantor’s Perfection Certificate and the Company such Grantor will not remove the Collateral from such locations, without providing at least thirty fifteen (3015) days prior written notice to the Secured PartyAdministrative Agent, except for inventory in the ordinary course of business and equipment being repaired, (b) except for the security interest herein grantedgranted and Liens permitted by the Credit Agreement, the Company such Grantor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens)lien, and the Company such Grantor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Administrative Agent or any of the other Secured PartyParties, (c) other than in favor of the Secured Party, the Company such Grantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, other than the Administrative Agent except for Liens permitted by the Credit Agreement, (d) such Grantor will keep the Company Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) as provided in the Credit Agreement, such Grantor will permit the Secured PartyAdministrative Agent, or its designee, to inspect the Collateral at any reasonable time, wherever located, (ef) as provided in the Company Credit Agreement, such Grantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) such Grantor will continue to operate its business in compliance in all material respects with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (fh) the Company such Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, as permitted by the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practicesCredit Agreement.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §Section 4, will be kept at those locations listed on the Perfection Certificate Schedule A and the Company Debtor will not remove the move any Collateral from such locations, to any location not shown in Schedule A without providing at least thirty (30) days prior written notice to the Secured Party, which notice shall include the new location, (b) except for the security interest herein grantedgranted and liens permitted by the Loan Agreement, the Company Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person person, lien, security interest or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured Party, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of other than the Uniform Commercial Code of Secured Party except for liens permitted by the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partyLoan Agreement, (d) the Company Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party, or its designee, to inspect and audit the Collateral at any reasonable time, wherever located, according to the terms of the Loan Agreement, (ef) the Company Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral according to the terms of the Loan Agreement or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (g) the Debtor will continue to operate, its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (h) the Debtor will apply for all subsidies, price support payments, guaranty payments and other payments of any kind available to the Debtor under any federal, state or local governmental program relating to the use of corn to produce ethanol, the production of ethanol, the sale of ethanol and any other activities of the Debtor, will file for all tax credits and deductions available for any of the foregoing, and will take no action, or omit to take any action, which would preclude or jeopardize in any manner the Debtor’s ability to participate in any such payments, programs, tax credits or deductions and (fi) the Company Debtor will not the Debtor will not discount, factor, sell or otherwise dispose, or offer to sell or otherwise dispose, of any of the Collateral, including, but not limited to, instruments, general intangibles, tangible or electronic chattel paper, promissory notes and/or accounts, or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, (i) sales and the sale leases of inventory in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment consistent with past practices.; provided, however, that permitted sales under this Section are also permitted under the Loan Agreement. In the event that such sales are not permitted under the Loan Agreement, then such sales are also not permitted hereunder. In addition, the Debtor will only store grain owned by the Debtor not evidenced by a Warehouse Receipt in facilities owned by the Debtor at locations set forth on Schedule A.

Covenants Concerning Collateral, Etc. The Company Each Grantor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §Section 4, will be kept at those locations listed on the Perfection Certificate and the Company Grantor will not remove the Collateral from such locations, except as required in the ordinary course of business, without providing at least thirty (30) 30 days prior written notice to the Secured Party, (b) except for the security interest herein grantedgranted and Permitted Liens, the Company Grantor shall be the owner of or have other rights in the Collateral free from any right lien, security interest or claim of any other person or any Lien (other than Permitted Liens)encumbrance, and the Company Grantor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured Party, the Company Grantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien a security interest in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of person other than the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partySecured Party except for Permitted Liens, (d) the Company Grantor will not use the Collateral in violation of any policy of insurance thereon, (e) the Grantor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable timeCollateral, wherever located, at any reasonable time during business hours upon prior notice, (ef) the Company Grantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this AgreementAgreement other than any taxes contested in good faith and for which appropriate reserves have been established by the Grantor, (g) the Grantor will continue to operate, its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (fh) the Company Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, as permitted by the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practicesPurchase Agreement.

Covenants Concerning Collateral, Etc. The Company CRC further covenants with the Secured Party Repligen as follows: : (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company CRC shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (lien, security interest or other than Permitted Liens)encumbrance, and the Company CRC shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, Repligen; (cb) other than in favor of the Secured Party, the Company CRC shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or other * Confidential Treatment Requested encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, other than Repligen; (c) CRC will keep the Collateral in good order and will not use the same in violation of law or any policy of insurance thereon; (d) the Company CRC will permit the Secured PartyRepligen, or its designee, to inspect the Collateral at any reasonable timeCollateral, wherever located, upon reasonable advance notice (not less than 14 days); (e) the Company CRC will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and ; (f) CRC will continue to operate its business in substantial compliance with all applicable provisions of the Company federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances; and (g) CRC will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale sales of inventory in the ordinary course of business consistent with past practicesbusiness.

Covenants Concerning Collateral, Etc. The Company Each Grantor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §Section 4, will be kept at those locations listed on the Perfection Certificate and the Company Grantor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein grantedgranted and liens permitted by the Credit Agreement, the Company Grantor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person person, lien, security interest or any Lien (other than Permitted Liens)encumbrance, and the Company Grantor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured Party, the Company Grantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of other than the Uniform Commercial Code of Secured Party except for liens permitted by the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partyCredit Agreement, (d) the Company Grantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Grantor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (ef) the Company Grantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (g) the Grantor will continue to operate, its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (fh) the Company Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale (i) sales of inventory and licenses of general intangibles in the ordinary course of business consistent with past practicesand (ii) dispositions permitted by Section 6.6 of the Credit Agreement.

Covenants Concerning Collateral, Etc. The Company Each Grantor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practicespractices and other dispositions of property permitted by the terms of this Agreement and the Transaction Documents, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the such Grantor’s Perfection Certificate and the Company such Grantor will not remove the Collateral from such locations, without providing at least thirty (30) days ten Business Days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company such Grantor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person Person or any Lien (other than Permitted Liens), and the Company such Grantor shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured PartyParty (other than Permitted Liens), (c) other than in favor of the Secured PartyParty or with respect to any Permitted Lien, the Company such Grantor shall not pledge, mortgage or create, or suffer to exist any right of any person Person in or claim by any person Person to the Collateral, or any Lien in the Collateral in favor of any personPerson, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person Person as secured party, (d) the Company Grantor will permit the Secured Party, or its designee, upon advance written notice to the Grantor, to inspect the Collateral at any reasonable timeduring normal business hours, wherever located, (e) the Company such Grantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and except as may be contested in good faith by appropriate proceedings, (f) the Company such Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, so long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practicespractices and other dispositions of property not to exceed $500,000 in any fiscal year of Grantor; and (g) upon the occurrence and during the continuance of an Event of Default, the Grantor will promptly upon Secured Party’s request, take all steps necessary to protect Secured Party’s interest in the Collateral under the Federal Assignment of Claims Act, including making direct assignment to Secured Party under the Federal Assignment of Claims Act of the payments due or to become due under any contract between Grantor and the United States or any department or agency thereof.

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty ten (3010) days Business Days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person Person or any Lien (other than Permitted Liens), and the Company shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured PartyParty or with respect to any Permitted Lien, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person Person in or claim by any person Person to the Collateral, or any Lien in the Collateral in favor of any personPerson, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person Person as secured party, (d) the Company will permit the Secured Party, or its designee, upon advance written notice to the Company to inspect the Collateral during normal business hours, wherever located, provided, if any Event of Default has occurred and is continuing, no advance written notice to the Company shall be required and any such inspection shall be permitted at any reasonable time, wherever located, (e) the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, so long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty ten (3010) days Business Days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person Person or any Lien (other than Permitted Liens), and the Company shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured PartyParty or with respect to any Permitted Lien, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person Person in or claim by any person Person to the Collateral, or any Lien in the Collateral in favor of any personPerson, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person Person as secured party, (d) the Company will permit the Secured Party, or its designee, to inspect the Collateral during normal business hours, wherever located, provided if any Event of Default has occurred and is continuing, any such inspection shall be permitted at any reasonable time, wherever located, (e) the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for (i) dispositions otherwise permitted under the SPA and the Note and (ii) so long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate Debtor’s principal place of business and the Company Debtor will not remove the Collateral from such locations, except in the ordinary course of business, without providing at least thirty (30) 30 days prior written notice to the Secured Party, (b) except for the security interest herein grantedgranted and granted to Citizens, the Company Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person person, lien, security interest or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured PartyParty or any, (c) other than in favor of the Secured Party, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or encumbrance in the Collateral in favor of any person, other than Secured Party, except for the liens or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partyencumbrances granted to Citizens, (d) Debtor will keep the Company Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) Debtor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable timetime during normal business hours, wherever located, (ef) the Company Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (g) Debtor will continue to operate its business in material compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (fh) the Company Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale (i) sales of inventory in the ordinary course of business consistent with past practices.business..

Covenants Concerning Collateral, Etc. The Company Each Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company such Debtor will not remove the Collateral from such locations, without providing at least thirty (30) days Business Days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company such Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person Person or any Lien (other than Permitted Liens), and the Company such Debtor shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured PartyParty or with respect to any Permitted Lien, the Company no Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person Person in or claim by any person Person to the Collateral, or any Lien in the Collateral in favor of any personPerson, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person Person as secured party, (d) the Company each Debtor will permit the Secured Party, or its designee, upon reasonable advance written notice to such Debtor to inspect the Collateral during normal business hours, wherever located, provided, if any Event of Default has occurred and is continuing, no advance written notice to such Debtor shall be required and any such inspection shall be permitted at any reasonable time, wherever located, (e) the Company each Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (f) the Company no Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty ten (3010) days Business Days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person Person or any Lien (other than Permitted Liens), and the Company shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured PartyParty or with respect to any Permitted Lien, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person Person in or claim by any person Person to the Collateral, or any Lien in the Collateral in favor of any personPerson, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person Person as secured party, (d) the Company will permit the Secured Party, or its designee, to inspect the Collateral during normal business hours, wherever located, provided if any Event of Default has occurred and is continuing, any such inspection shall be permitted at any reasonable time, wherever located, (e) the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, (i) dispositions otherwise permitted under the SPA and the Note and (ii) so long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Each Grantor further covenants with the Secured Party Holders and the Collateral Agent as follows: : (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party Collateral Agent pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company such Grantor will not remove the Collateral from such locations, without providing at least thirty (30) 30 days prior written notice to the Secured PartyCollateral Agent, (b) except for the security interest herein grantedgranted and Liens permitted by the Purchase Agreement, the Company such Grantor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens)lien, and the Company such Grantor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured PartyCollateral Agent or any of the Holders, (c) other than in favor of the Secured Party, the Company such Grantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, other than the Collateral Agent except for Liens permitted by the Purchase Agreement, (d) such Grantor will keep the Company Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) as provided in the Purchase Agreement, such Grantor will permit the Secured PartyCollateral Agent, or its designee, to inspect the Collateral at any reasonable time, wherever located, (ef) the Company such Grantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, (g) such Grantor will continue to operate, its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (fh) the Company such Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, permitted by the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practicesPurchase Agreement.

Covenants Concerning Collateral, Etc. The Company Each Credit Party further covenants with the Secured Party Parties and the Security Agent as follows: : (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein grantedgranted and Liens permitted by the Note Purchase Agreement or other Credit Agreement, the Company such Credit Party shall be the owner of or have other rights in the Collateral owned by such Credit Party free from any right or claim of any other person or any Lien (other than Permitted Liens)Lien, and the Company such Credit Party shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor Security Agent or any of the Secured PartyParties, the Company (b) such Credit Party shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, other than the Security Agent except for Permitted Liens, (c) such Credit Party will use commercially reasonable efforts to keep the Collateral in good order and repair (ordinary wear and tear excepted) and will not use the same or become bound (as provided permit lessees to use the same in Section 9-203(d) violation of the Uniform Commercial Code of the State law or any other relevant jurisdiction policy of insurance thereon and, in connection therewith, such Credit Party shall not lease or otherwise) by a security agreement in favor employ any item of Equipment or permit the lease or employment of any person as secured partyitem of Equipment (i) in any illegal trade or business or (ii) in carrying illegal or prohibited goods or contraband in any manner whatsoever which may render such Collateral liable to condemnation, destruction, seizure or confiscation (it being understood that any lessee using Collateral in a manner which would violate this clause (c) in contravention of such lessee’s lease agreement with such Credit Party shall not constitute such Credit Party permitting such lessee to do so), (d) as provided in the Company Note Purchase Agreement (and notwithstanding anything to the contrary in any other Credit Agreement), such Credit Party will permit the Secured PartySecurity Agent, or its designee, to inspect the Collateral upon reasonable advance notice at any reasonable time, during normal business hours, wherever locatedlocated subject, in the case of any leased Equipment, to the lessee’s quiet enjoyment rights with respect thereto, (e) subject to Section 9.4 of the Company Note Purchase Agreement (and notwithstanding anything to the contrary in any other Credit Agreement), such Credit Party will pay or cause to be paid promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (f) such Credit Party will continue to operate its business in compliance in all material respects with all applicable provisions of the Company federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (g) such Credit Party will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions permitted by the Note Purchase Agreement and such other Credit Agreements and (h) such Credit Party shall not sell, assign or otherwise transfer the executed original copy of obsolete chattel paper which constitutes Collateral in a transaction that involves relinquishing possession of such chattel paper to any third party without first conspicuously stamping such Credit Party’s counterpart of each such chattel paper (and any other counterpart thereof that comes into such Credit Party’s possession) with a legend clearly indicating that such chattel paper and some or worn-out property, all of the granting of non-exclusive licenses in Equipment or other collateral subject thereto are subject to the ordinary course of business, and security interest granted to the sale of inventory in the ordinary course of business consistent with past practicesSecurity Agent hereunder.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §Section 4, will be kept at those locations listed on the Perfection Certificate and the Company Debtor will not remove the Collateral from such locations, without providing at least thirty (30) 15 days prior written notice to the Secured Party, (b) except for the security interest herein grantedgranted and the Permitted Liens, the Company Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person person, lien, security interest or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured PartyParty (except for the Permitted Liens), (c) other than in favor of the Secured Party, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or encumbrance in the Collateral in favor of any person, or become bound other than the Secured Party (as provided in Section 9-203(d) of and other than the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partyPermitted Liens), (d) the Company Debtor will keep the Collateral in good order and repair (ordinary wear and tear excepted) and will not use the same in violation of any material law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party, or its designee, to inspect the Collateral Collateral, subject to reasonable advance notice, at any reasonable timetime during normal business hours, wherever located, (ef) the Company Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this AgreementAgreement (unless such taxes, assessments, governmental charges, and levies are being properly contested), (g) the Debtor will continue to operate, its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (fh) the Company Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale (i) sales of inventory in the ordinary course of business (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment consistent with past practicespractices and (iii) as otherwise permitted in the Credit Agreement.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §Section 4, will be kept at those locations listed on the Perfection Certificate Schedule A and the Company Debtor will not remove the move any Collateral from such locations, to any location not shown in Schedule A without providing at least thirty (30) days prior written notice to the Secured Party, which notice shall include the new location, (b) except for the security interest herein grantedgranted and liens permitted by the Bond Lease, the Company Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person person, lien, security interest or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured Party, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of other than the Uniform Commercial Code of Secured Party except for liens permitted by the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partyBond Lease, (d) the Company Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party, or its designee, to inspect and audit the Collateral at any reasonable time, wherever located, according to the terms of the Bond Lease, (ef) the Company Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral according to the terms of the Bond Lease or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (g) the Debtor will continue to operate, its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, (h) the Debtor will apply for all subsidies, price support payments, guaranty payments and other payments of any kind available to the Debtor under any federal, state or local governmental program relating to the use of corn to produce ethanol, the production of ethanol, the sale of ethanol and any other activities of the Debtor, will file for all tax credits and deductions available for any of the foregoing, and will take no action, or omit to take any action, which would preclude or jeopardize in any manner the Debtor’s ability to participate in any such payments, programs, tax credits or deductions and (fi) the Company Debtor will not the Debtor will not discount, factor, sell or otherwise dispose, or offer to sell or otherwise dispose, of any of the Collateral, including, but not limited to, instruments, general intangibles, tangible or electronic chattel paper, promissory notes and/or accounts, or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, (i) sales and the sale leases of inventory in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment consistent with past practices.; provided, however, that permitted sales under this Section are also permitted under the Bond Lease. In the event that such sales are not permitted under the Bond Lease, then such sales are also not permitted hereunder. In addition, the Debtor will only store grain owned by the Debtor not evidenced by a Warehouse Receipt in facilities owned by the Debtor at locations set forth on Schedule A.

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Company’s Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty ten (3010) days Business Days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person Person or any Lien (other than Permitted Liens), and the Company shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured PartyParty or with respect to any Permitted Lien, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person Person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any personPerson, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person Person as secured party, (d) the Company will permit the Secured Party, or its designee, upon advance written notice to the Company to inspect the Collateral during normal business hours, wherever located, provided, if any Event of Default has occurred and is continuing, no advance written notice to the Company shall be required and any such inspection shall be permitted at any reasonable time, wherever located, (e) the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, so long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §Section 4, will be kept at those locations listed on the Perfection Certificate and the Company Debtor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein grantedgranted and liens described on Exhibit B attached hereto, the Company Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person person, lien, security interest or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured Party, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or encumbrance in the Collateral in favor of any person, or become bound other than the Secured Party except for (i) liens set forth on Exhibit B attached hereto and (ii) liens subordinate to the security interest created in this Agreement for the Operating Line as provided in Section 9-203(d) 7.2 of the Uniform Commercial Code Operating Agreement of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partyPeak Asphalt, LLC dated effective May 1, 2004, (d) the Company Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (ef) the Company Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (g) the Debtor will continue to operate, its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (fh) the Company Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale (i) sales of inventory in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, Collateral will be kept at those locations listed on the Perfection Certificate and the Company Debtor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person person, lien, security interest or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured Party, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of other than the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partySecured Party, (d) the Company Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (ef) the Company Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (g) the Debtor will continue to operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (fh) the Company Debtor will not sell or otherwise disposedispose of, or offer to sell or otherwise disposedispose of, of the Collateral, Collateral or any interest therein except for dispositions sales of obsolete or worn-out property, the granting inventory and licenses of non-exclusive licenses general intangibles in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens), and the Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured Party, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of other than the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partySecured Party except for Permitted Liens, (db) the Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (e) the Company Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, and (fc) the Company Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, sales and the sale leases of inventory and licenses of general intangibles in the ordinary course of business consistent and assignments or sublicenses to Subsidiaries as provided for in the Patent License and Assignment Agreement, (d) the Debtor will not register with past practicesthe United States Copyright Office (or apply for such registration of) any of the Debtor’s maskworks, computer software or other copyrights that would infringe or contribute to the infringement of the Collateral, unless the Debtor has provided Secured Party not less than 30 days prior written notice of the commencement of such registration/application and the Debtor has executed and delivered to Secured party such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Secured Party) which Secured Party in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or application, (e) the Debtor will identify to Secured Party in writing any and all patents or trademarks that would infringe or contribute to the infringement of the Collateral and that are registered (or the subject of any application for registration) with that United States Patent and Trademark Office that the Debtor acquires in the future, promptly upon such acquisition; and, upon Secured Party’s request therefore, the Debtor shall promptly execute and deliver to Secured Party such security agreements(s) and other documentation (in form and substance reasonably satisfactory to Secured Party) which Secured Party in its good faith business judgment may require for filing with the United States Patent and Trademark Office with respect to such registrations or applications.

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party as follows: follows (but, to the extent applicable, subject in all cases to any applicable Subordination Agreement): (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Company's Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty ten (3010) days Business Days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person Person or any Lien (other than Permitted Liens), and the Company shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured PartyParty or with respect to any Permitted Lien, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person Person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any personPerson, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person Person as secured party, (d) the Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (e) the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, so long as no Event of Default has occurred and is continuing and the Company otherwise complies with all the conditions (including, without limitation, repayment conditions) set forth in the Transaction Documents, Permitted Dispositions (as such term is defined in the SPA), dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: : (a) other than inventory sold except as contemplated by the APA or, with respect to equipment inventory, as may be required in good faith to perform in the ordinary course of business consistent with past practicesunder the terms and conditions of a Customer Contract, the Collateral, to the extent not delivered to the Secured Party pursuant to §Section 4, will be kept at those locations listed on the Perfection Certificate and the Company Debtor will not remove the Collateral from such locations, locations without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company rights of Secured Party under the APA and the TSA, the Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person person, lien, security interest or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured Party, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of other than the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partySecured Party, (d) the Company Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (ef) the Company Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, and (fg) the Company Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale (x) leases of inventory and licenses of general intangibles in the ordinary course of business and (y) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment consistent with past practices.

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practicespractices and the sale of the Factored Receivables sold in accordance with the terms of the Intercreditor Agreement and the Note, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens), and the Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured PartyParty or, so long as the Intercreditor Agreement is in full force and effect, Versant with respect to the Versant Collateral and the Versant Lien, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, (d) the Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (e) the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, with respect to the Collateral, the sale of the Factored Receivables sold in accordance with the terms of the Intercreditor Agreement and the Note and, so long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company further covenants with the Secured Party and the Investors as follows: : (a) other than inventory sold in the ordinary course of business consistent with past practices, and except as provided in any applicable Intercreditor Agreement, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens), and the Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured Party, the Sallyport Lender or another lender consented to by the Investors (in each case to the extent an Intercreditor Agreement has been entered into and is in full force and effect) with respect to any applicable Permitted Lien, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, (d) the Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (e) the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for for, with respect to the Collateral, so long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as followsfollows except to the extent that failure to do so would not cause a Material Adverse Change: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §Section 4, will be kept at those locations listed on the Perfection Certificate Certificate, if any, and the Company on Exhibit B attached hereto and Debtor will not remove the Collateral from such locations, other than in the ordinary course of business, without providing at least thirty (30) days days’ prior written notice to the Secured Party, (b) except for the security interest herein grantedgranted and liens permitted by the Loan Documents, including without limitation the Company Permitted Exceptions, Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person person, lien, security interest or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured Party, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of other than Secured Party, except for liens permitted by the Uniform Commercial Code of Loan Documents, including without limitation the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partyPermitted Exceptions, (d) Debtor will keep the Company Collateral in good order and repair, normal wear and tear excepted, and will not use the same in violation of law or any policy of insurance thereon, (e) Debtor will permit the Secured Party, or its designee, to inspect the Collateral with prior notice and at any reasonable time, wherever located, (ef) the Company Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, (g) Debtor will continue to operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (fh) the Company Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale (i) sales of inventory and licenses of general intangibles in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, Collateral will be kept at those in the locations listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, Schedule 9.1 ; (b) except for the security interest herein grantedgranted and liens existing on or prior to the date hereof and Permitted Liens (as defined in the Note), the Company Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person Person, lien, security interest, license, or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor shall defend the same against all claims and demands of all persons Persons at any time claiming the same or any interests therein adverse to the Secured Party, ; (c) other than in favor none of the Secured PartyAccount Debtors or other Persons obligated on any of the Collateral is a Governmental Entity covered by the Federal Assignment of Claims Act or like federal, state, or local statute or rule in respect of such Collateral; (d) the Company Debtor shall not pledge, mortgage or createmortgage, or suffer to exist create any right of any person Person in or claim by any person Person to the Collateral, or any Lien security interest, lien, license, or encumbrance in the Collateral in favor of any personPerson, or become bound other than pursuant to the Senior Secured Debt documents and to the Secured Party; (as provided e) the Debtor will keep the Collateral in Section 9-203(d) good order and repair and will not use the same in violation of the Uniform Commercial Code of the State law or any other relevant jurisdiction policy of insurance thereon; (f) maintain, protect, and not permit to lapse or otherwise) by a security agreement in favor of to become abandoned or licensed any person as secured party, Intellectual Property and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Intellectual Property; (dg) the Company Debtor will permit the Secured Party, or its designeedesignees, to inspect the Collateral at any reasonable time, wherever located, ; (eh) the Company Debtor will deliver to the Secured Party promptly at the Secured Party’s request from time to time additional copies of any or all of such papers or writings, and such other information with respect to any of the Collateral and such other writings as the Secured Party may in its sole discretion deem to be necessary or effectual to evidence the loan under the Note or the Secured Party’s subordinated security interest in the Collateral; (i) the Debtor will pay promptly when due all taxes, assessments, governmental charges charges, and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Security Agreement, ; and (fj) the Company Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions (1) sales and leases of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory Inventory in the ordinary course of business and (2) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment consistent with past practices.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4Section 4 or disposed of as permitted by the Loan Documents, will be kept at those locations listed on the Perfection Certificate and the Company Debtor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, (b) except for the security interest herein grantedPermitted Liens, the Company Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person person, lien, security interest or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) other than in favor of the Secured Party, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien security interest, lien or encumbrance in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of other than the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured partySecured Party except for Permitted Liens, (d) the Company Debtor will keep the Collateral in good order and repair in accordance with the applicable provisions of the Credit Agreement and will not use the same in violation of law or any policy of insurance thereon, (e) the Debtor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, in accordance with the applicable provisions of the Credit Agreement, (ef) the Company Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement, in accordance with the applicable provisions of the Credit Agreement, (g) the Debtor will continue to operate, its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, in accordance with the applicable provisions of the Credit Agreement and (fh) the Company Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions (i) sales of obsolete or worn-out property, the granting inventory and licenses of non-exclusive licenses general intangibles in the ordinary course of business, (ii) so long as no Event of Default has occurred and the sale is continuing, sales or other dispositions of inventory in the ordinary course obsolescent items of business equipment consistent with past practicespractices dispositions and (iii) as otherwise permitted by the Credit Agreement.

Covenants Concerning Collateral, Etc. The Company (a) Each Debtor further covenants with the Secured Party as follows: (ai) other than inventory sold in the ordinary course Collateral of business consistent with past practices, the Collateralsuch, to the extent not delivered to the Secured Party pursuant to §4Section 4 hereof, will be kept at those locations listed on the such Debtor’s Perfection Certificate and the Company on Schedule 2 and such Debtor will not remove the its Collateral from such locations, without providing at least thirty (30) 15 days prior written notice to the Secured Party, (bii) except for the security interest herein granted, the Company Credit Facility Security Interest, the Second Lien Security Interest and Permitted Liens under (and as defined in) the Indenture, such Debtor shall be the owner of or have other rights in the its Collateral free from any right or claim of any other person person, Lien or any Lien (other than Permitted Liens)encumbrance, and the Company such Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (ciii) other than in favor of the Secured Party, the Company such Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien or encumbrance in or on the Collateral in favor of any person, or become bound other than the Secured Party, except for Liens permitted by the Indenture, (as provided iv) such Debtor will keep its Collateral in Section 9-203(dgood order and repair (ordinary wear and tear excepted) and will not use the same in violation of the Uniform Commercial Code of the State law or any other relevant jurisdiction or otherwise) by a security agreement in favor policy of any person as secured partyinsurance thereon, (dv) the Company such Debtor will permit the Secured Party, or its designee, to inspect the its Collateral at any reasonable time, wherever located, (evi) the Company such Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the its Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Security Agreement, and (fvii) the Company such Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, its Collateral or any interest therein except for dispositions as may be permitted by the Indenture and the Intercreditor Agreement. (b) Each Debtor further covenants with the Secured Party with respect to the Intellectual Property, that it will: (i) prosecute in a commercially reasonable manner all applications in respect of obsolete its Intellectual Property, now or worn-out propertyhereafter pending; (ii) except to the extent not required in such Debtor’s reasonable business judgment, make federal applications on all of its unpatented but patentable inventions and all of its registrable but unregistered copyrights and trademarks; (iii) preserve and maintain all of its material rights in such Intellectual Property and protect such Intellectual Property from infringement, unfair competition, cancellation, or dilution by all appropriate action necessary in such Debtor’s reasonable business judgment, including, without limitation, the granting commencement and prosecution of non-exclusive licenses legal proceedings to recover damages for infringement and to defend and preserve its rights in such Intellectual Property; (iv) not abandon any of such Intellectual Property necessary to the conduct of its business in the ordinary course exercise of business, and the sale such Debtor’s reasonable business judgment; (v) (A) not sell or assign any of inventory its interest in any of such Intellectual Property other than in the ordinary course of business consistent without the prior written consent of the Secured Party; (B) not grant any license or sublicense with past practicesrespect to any of such Intellectual Property other than as permitted by clause (vi) below hereof without the prior written consent of Secured Party; and (C) maintain the quality of any and all products and services with respect to which such Intellectual Property is used; (vi) not enter into any agreement, including, but not limited to any licensing agreement, that is or may be inconsistent with such Debtor’s obligations under this Security Agreement or the Indenture; (vii) give Secured Party prompt written notice if such Debtor shall obtain rights to or become entitled to the benefit of any Intellectual Property not identified on Schedule 3 hereto; and (viii) if a Default or Event of Default exists, use its reasonable efforts to obtain any consents, waivers, or agreements necessary to enable the Secured Party to exercise its rights and remedies with respect to such Intellectual Property.

Covenants Concerning Collateral, Etc. The Company Debtor further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4ARTICLE IV, will be kept at those locations listed on the Perfection Certificate address listed on the cover page hereof and the Company Debtor will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice to the Secured Party, ; (b) except for the security interest herein grantedPermitted Liens, the Company Debtor shall be the owner of or have other rights in the Collateral free from any right lien, security interest or claim of any other person or any Lien (other than Permitted Liens)encumbrance, and the Company Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, ; (c) other than in favor of the Secured Partyexcept for Permitted Liens, the Company Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any Lien a security interest in the Collateral in favor of any person, or become bound (as provided in Section 9-203(d) of person other than the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, Secured Party and Oak Harbor; (d) the Company Debtor will keep the Collateral in good order and repair reasonable wear and tear excepted and will not use the same in violation of law or any policy of insurance thereon; (e) the Debtor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, during regular business hours of the Debtor, and upon reasonable prior written notice to the Debtor; (ef) the Company Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the such Collateral or incurred in connection with this Agreement; (g) the Debtor will continue to operate its business in material compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances; and (fh) the Company Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, Collateral or any interest therein except for dispositions (i) sales and leases of obsolete or worn-out property, the granting inventory and licenses of non-exclusive licenses general intangibles in the ordinary course of businessbusiness and (ii) so long as no Event of Default has occurred and is continuing for a period of sixty (60) calendar days, and the sale sales or other dispositions of inventory obsolescent Collateral in the ordinary course of business consistent with past practicespractices dispositions permitted by the Notes.