BORROWERS ACKNOWLEDGE THAT AGENT SHALL HAVE
THE RIGHT TO IMPOSE A RESERVE UNDER THE FORMULA AMOUNT IN AN AMOUNT NOT LESS
THAN THREE MONTHS RENT DUE UNDER THE LEASE FOR SUCH COLLATERAL.
(B)
WITHIN 60 DAYS OF THE CLOSING DATE, BAILEE
AND/OR TERMINAL WAIVER AGREEMENTS AND INFORMATION ACCESS, EACH IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO AGENT,
65
FOR EACH OF THE ENTITIES AND LOCATIONS IDENTIFIED ON SCHEDULE 6.12(B), EACH
EXECUTED BY THE OWNER OF SUCH PROPERTY IN FAVOR OF AGENT, PROVIDED HOWEVER, THAT
FAILURE TO OBTAIN ANY SUCH AGREEMENTS SHALL NOT BE DEEMED AN EVENT OF DEFAULT
HEREUNDER, PROVIDED FURTHER THAT, BORROWERS ACKNOWLEDGE THAT AGENT SHALL CAUSE
ALL INVENTORY LOCATED WITH ANY SUCH PERSON(S) TO BE DEEMED INELIGIBLE AND
EXCLUDED FROM THE FORMULA AMOUNT.
(C)
WITHIN 90 DAYS OF THE CLOSING DATE, A
LETTER AGREEMENT WITH THE INDIANA PORT COMMISSION, A BODY CORPORATE AND POLITIC
EXISTING UNDER THE LAWS OF THE STATE OF INDIANA (THE "COMMISSION"), IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO AGENT, PURSUANT TO WHICH THE COMMISSION
ACKNOWLEDGES THAT AGENT, FOR THE BENEFIT OF LENDERS, SHALL HAVE A FIRST PRIORITY
SECURITY INTEREST IN ALL RECEIVABLES GENERATED BY BORROWERS AT THE REAL PROPERTY
SUBJECT TO THAT CERTAIN LEASE AGREEMENT, DATED OCTOBER 31, 2006, AS AMENDED,
BETWEEN THE COMMISSION AND AVENTINE RENEWABLE MT VERNON.
(D)
WITHIN 30 DAYS OF THE CLOSING DATE, A
SECURITIES ACCOUNT CONTROL AGREEMENT, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO AGENT, RELATING TO AVENTINE RENEWABLE INC.'S INVESTMENT ACCOUNT
AT JPMORGAN SECURITIES, BEARING ACCOUNT NUMBER 651157 EXECUTED BY JPMORGAN
SECURITIES IN FAVOR OF AGENT.
VII.
NEGATIVE COVENANTS.
No Borrower shall, until satisfaction in full of the Obligations and termination
of this Agreement:
7.1.
MERGER, CONSOLIDATION, ACQUISITION AND SALE OF
ASSETS.
(A)
ENTER INTO ANY MERGER, CONSOLIDATION OR
OTHER REORGANIZATION WITH OR INTO ANY OTHER PERSON (OTHER THAN A BORROWER) OR
ACQUIRE ALL OR A SUBSTANTIAL PORTION OF THE ASSETS OR EQUITY INTERESTS OF ANY
PERSON (OTHER THAN A BORROWER) OR PERMIT ANY OTHER PERSON (OTHER THAN A
BORROWER) TO CONSOLIDATE WITH OR MERGE WITH IT.
(B)
EXCEPT AS EXPRESSLY PERMITTED BY THIS
AGREEMENT, SELL, LEASE, TRANSFER OR OTHERWISE DISPOSE OF ANY COLLATERAL (OTHER
THAN DISPOSITIONS OF INVENTORY IN THE ORDINARY COURSE OF BUSINESS) OR ANY
MATERIAL PORTION OF ITS OTHER PROPERTIES OR ASSETS.
7.2.
CREATION OF LIENS.
CREATE OR SUFFER TO EXIST
ANY LIEN OR TRANSFER UPON OR AGAINST ANY OF ITS PROPERTY OR ASSETS NOW OWNED OR
HEREAFTER ACQUIRED, EXCEPT PERMITTED ENCUMBRANCES.
7.3.
GUARANTEES.
BECOME LIABLE UPON THE
OBLIGATIONS OR LIABILITIES OF ANY PERSON BY ASSUMPTION, ENDORSEMENT OR GUARANTY
THEREOF OR OTHERWISE (OTHER THAN TO LENDERS) EXCEPT (A) AS DISCLOSED ON SCHEDULE
7.3, (B) THE ENDORSEMENT OF CHECKS IN THE ORDINARY COURSE OF BUSINESS, AND
(C) GUARANTEES WITH RESPECT TO INDEBTEDNESS OTHERWISE PERMITTED HEREUNDER.
7.4.
INVESTMENTS.
PURCHASE OR ACQUIRE OBLIGATIONS
OR EQUITY INTERESTS OF, OR ANY OTHER INTEREST IN, ANY PERSON, EXCEPT
(A) OBLIGATIONS ISSUED OR GUARANTEED BY THE UNITED STATES OF AMERICA OR ANY
AGENCY THEREOF, (B) COMMERCIAL PAPER WITH MATURITIES OF NOT