<PAGE>
EXHIBIT 10.49
MEMBER INTEREST PLEDGE AGREEMENT
This MEMBER INTEREST PLEDGE AGREEMENT, dated April 13, 2006
(this "AGREEMENT"), is made by PACIFIC ETHANOL HOLDING CO. LLC, a
Delaware
limited liability company ("PLEDGOR"), in favor of HUDSON UNITED
CAPITAL, A
DIVISION OF TD BANKNORTH, N.A., a national banking association, as
the
Administrative Agent to the Lenders (as defined below) (together
with its
successors and permitted assigns in such capacity, the
"ADMINISTRATIVE AGENT").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Pacific Ethanol Madera LLC, a Delaware limited
liability company ("Borrower"), was formed to develop, own and
operate an
approximately 35 million gallon-per-year dry mill ethanol
production facility to
be located in Madera, California (the "PROJECT"), and other related
businesses;
WHEREAS, Borrower has entered into the Construction and Term
Loan Agreement, dated April 10, 2006 (as the same may be amended,
modified or
supplemented from time to time, the "LOAN AGREEMENT"), by and among
Borrower,
the lenders from time to time party thereto (the "LENDERS") and
the
Administrative Agent, pursuant to which the Lenders have agreed to
make certain
loans to Borrower; and
WHEREAS, it is a condition precedent to the Lenders making any
loans pursuant to the Loan Agreement that Pledgor enter into this
Agreement;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein, and other good and valuable
consideration,
the receipt and sufficiency of which are hereby acknowledged, and
in order to
induce the Lenders to make the loans pursuant to the Loan
Agreement, the parties
hereto agree as follows:
Section 1. DEFINITIONS. Capitalized terms used and not
otherwise defined in this Agreement have the meanings given to
those terms in
Schedule X hereto, and the rules of construction set forth in
Schedule X govern
this Agreement. In the event of any inconsistency expressed or
implied between
this Agreement and the Loan Agreement, the Loan Agreement will
govern the
interpretation and implementation of this Agreement.
Section 2. PLEDGE. As security for the prompt and complete
payment and performance when due of:
(a) the Obligations (whether due because of stated maturity,
acceleration, mandatory prepayment or otherwise); and
(b) all obligations of Pledgor under this Agreement;
<PAGE>
(in each case, including the payment of amounts that would become
due but for
the operation of the automatic stay under Section 362(a) of the
Bankruptcy Code)
(collectively, the "SECURED OBLIGATIONS"), and to induce the
Lenders to make the
Loans, Pledgor hereby pledges and grants to the Administrative
Agent on behalf
of the Lenders a continuing First-Priority Lien on and security
interest in the
following (collectively, the "PLEDGED COLLATERAL"):
(i) all of Pledgor's membership interests in Borrower (the
"PLEDGED INTERESTS"), and all of Pledgor's rights, privileges,
authority and powers as an owner of the Pledged Interests;
(ii) all additional membership interests, shares, securities
and/or equity interests in Borrower, and all warrants, rights
and
options to purchase or receive any membership interests,
shares,
securities and/or equity interests in Borrower, in each case
that
Pledgor at any time owns or acquires or in which Pledgor at any
time
obtains any right, title or interest;
(iii) all certificates, instruments or other writings, whether
now existing or hereafter arising, representing or evidencing
the
Pledged Interests or other equity interests described in clauses
(i)
and (ii) above;
(iv) the right to receive any distribution in respect of the
property described in clauses (i) and (ii) above, whether now owned
or
hereafter acquired, including without limitation the rights to
receive
any payment in connection with the declaration or payment of
any
dividend or distribution in respect of any such property, or
the
purchase, redemption or other retirement of any Pledged Interests
or
other equity interests of any class in Borrower, or of options,
warrants or other rights for the purchase of such Pledged Interests
or
other equity interests, directly or indirectly through a subsidiary
or
parent or otherwise;
(v) all of Pledgor's capital or ownership interest, including
any capital accounts, in Borrower, and all of Pledgor's
accounts,
deposits or credits of any kind with Borrower; and
(vi) any and all additions and accessions to any of the
foregoing, all improvements thereto, all substitutions and
replacements
therefor and all products and proceeds thereof (including
without
limitation whatever is received upon the sale, exchange, collection
or
other disposition of the Pledged Collateral or proceeds,
including
insurance payable by reason of loss, damage or other event
affecting
the Pledged Collateral, and all "proceeds," as such term is defined
in
the UCC) and all dividends, interest, revenues, income,
distributions
and proceeds of any kind, whether cash, instruments, securities
or
other property, received by or distributable to Pledgor in respect
of,
or in exchange for, the Pledged Interests or any other Pledged
Collateral;
2
<PAGE>
PROVIDED, that any distributions or payments (whether in the form
of cash,
instruments or otherwise) properly made by Borrower to Pledgor in
accordance
with the Loan Documents will not constitute Pledged Collateral and
will be free
and clear of the Administrative Agent's Liens (as defined below)
for all
purposes.
The security interest granted to the Administrative Agent pursuant
to this
Agreement extends to all Pledged Collateral of the kind that is the
subject of
this Agreement that Pledgor may acquire at any time during the
continuation of
this Agreement, whether such Pledged Collateral is in transit or in
Pledgor's,
the Administrative Agent's or any other Person's constructive,
actual or
exclusive control or possession.
Section 3. CONTINUING SECURITY INTEREST. This Agreement
creates a continuing security interest in the Pledged Collateral
and will remain
in full force and effect until the payment or satisfaction in full
of the
Secured Obligations (exclusive of any indemnification or other
obligations which
are expressly stated in any Loan Document to survive termination of
the Loan
Documents). If, at any time for any reason (including the
insolvency,
bankruptcy, dissolution, liquidation or reorganization of Pledgor
or Borrower,
or the appointment of any intervener or conservator of, or agent or
similar
official for, Pledgor, Borrower or any of their respective
properties), any
payment received by the Administrative Agent or the Lenders in
respect of the
Secured Obligations is rescinded or must otherwise be restored or
returned by
the Administrative Agent or the Lenders, this Agreement will
continue to be
effective or will be reinstated, if necessary, as if such payment
had not been
made.
Section 4. DELIVERY OF CERTIFICATES. Pledgor agrees to deliver
to the Administrative Agent, promptly upon receipt thereof, all
certificates and
instruments evidencing or representing the Pledged Interests or any
other
Pledged Collateral, in each case properly endorsed in blank and in
suitable form
for transfer by delivery and accompanied by undated instruments of
transfer
endorsed in blank, in form and substance reasonably satisfactory to
the
Administrative Agent. The Administrative Agent will hold such
certificates and
instruments until the Secured Obligations have been paid and
satisfied in full
(exclusive of any indemnification or other obligations which are
expressly
stated in any Loan Document to survive termination of the Loan
Documents), at
which time such certificates and instruments will be promptly
returned to
Pledgor. Upon the occurrence and during the continuance of an Event
of Default
(other than an Event of Default caused solely by Borrower's failure
to comply
with Section 5.1(p) of the Loan Agreement), the Administrative
Agent will have
the right to exchange certificates or instruments evidencing or
representing the
Pledged Interests or any other Pledged Collateral for certificates
or
instruments of smaller or larger denominations.
Section 5. CONTRACTUAL
OBLIGATIONS. Pledgor
agrees that:
(a) its liabilities and obligations in respect of the Pledged
Collateral will not be affected by this Agreement or any other
Document to which
Pledgor is a party (this Agreement and such other Documents are
herein referred
to, collectively, as the "PLEDGOR DOCUMENTS"), the Lien on the
Pledged
Collateral created in favor of the Administrative Agent pursuant to
this
Agreement (the "ADMINISTRATIVE AGENT'S LIEN") or the exercise by
the
Administrative Agent of any of its rights under and in accordance
with any
Pledgor Document;
3
<PAGE>
(b) unless expressly agreed in writing, neither the
Administrative Agent nor the Lenders will have any liabilities or
obligations of
Pledgor as a result of any Pledgor Document, the exercise by the
Administrative
Agent of its rights under and in accordance with any Pledgor
Document or
otherwise; and
(c) the Administrative Agent has no obligation to enforce any
obligation, liability or claim with respect to the Pledged
Collateral, or to
take any other action with respect to the Pledged Collateral,
except as
expressly set forth in this Agreement.
Section 6. REPRESENTATIONS AND WARRANTIES. Pledgor represents
and warrants on the date hereof as follows to the Administrative
Agent:
(a) EXISTENCE; AUTHORITY.
(i) Pledgor is a limited liability company duly
formed, validly existing and in good standing under the laws of
the
State of Delaware and is duly qualified to do business as a
limited
liability company and is in good standing in each jurisdiction in
which
such qualification is necessary in view of its current or
proposed
business and operations or the ownership of its properties (except
to
the extent that such non-qualification could not reasonably be
expected
to have a Material Adverse Effect).
(ii) Pledgor has all necessary rights, franchises,
privileges, power and authority to execute, deliver and perform
its
obligations under this Agreement, and to conduct its business
as
currently conducted and as proposed to be conducted (except to
the
extent that such failure could not reasonably be expected to have
a
Material Adverse Effect). Pledgor has taken all necessary
limited
liability company action to execute, deliver and perform its
obligations under this Agreement and to grant the Lien in favor of
the
Administrative Agent created hereby, and this Agreement has been
duly
executed and delivered by Pledgor and constitutes the legally valid
and
binding obligation of Pledgor, enforceable in accordance with
its
terms, except as enforcement may be limited by bankruptcy,
insolvency,
reorganization, moratorium or similar laws relating to or
limiting
creditors' rights generally or by general principles of equity.
(b)
PLEDGED INTERESTS; CAPITALIZATION OF BORROWER.
(i) The Pledged Interests constitute all of the
issued and outstanding membership interests, shares or other
ownership
interests of any class or character of Borrower and such
membership
interests are and have been duly and validly authorized, issued
and
subscribed and are fully paid and non-assessable.
(ii) Borrower does not have outstanding (A) any
securities convertible into or exchangeable for any membership
interests of Borrower or (B) any rights to subscribe for or to
purchase, or any options, warrants or other rights to acquire
any
membership interests of Borrower or securities convertible into
or
4
<PAGE>
exchangeable or exercisable for any membership interests of
Borrower,
or any agreements, arrangements or understandings providing for
the
issuance (contingent or otherwise) of, or any calls, commitments
or
claims of any character relating to, any membership interests
of
Borrower, except for any such rights, options, warrants or
other
arrangements made in favor of or exercisable by the
Administrative
Agent in accordance with the Documents.
(c) NAME, ADDRESS AND RECORDS. The name of Pledgor set forth
in the first paragraph of this Agreement is the true, correct and
complete name
of Pledgor and Pledgor does not conduct business under any other
name or
tradestyle. The legal address of Pledgor and the address of its
chief executive
office and principal place of business is 5711 N. West Avenue,
Fresno,
California 93711. Pledgor keeps all of its records and all
documents evidencing
or relating to the Pledged Collateral at such address. Borrower
keeps all
records and documents relating to the Pledged Collateral at 31470
Avenue 12,
Madera, California 93638.
(d) NO VIOLATIONS, DEFAULTS OR LIENS.
(i) Pledgor (A) is not in violation of or default
under any of its or of Borrower's constituent documents, (B) is not
in
violation of any Applicable Law, except to the extent that any
such
violation could not reasonably be expected to have a Material
Adverse
Effect and (C) is not in violation of or default under any Document
to
which it is a party, except to the extent that any such violation
or
default could not reasonably be expected to have a Material
Adverse
Effect.
(ii) Pledgor is the legal and beneficial owner of,
and has good, marketable and valid title to, the Pledged
Collateral,
and none of the Pledged Collateral is subject to any Lien other
than
the Lien granted in favor of the Administrative Agent hereby, and
no
effective mortgage, deed of trust, Financing Statement,
security
agreement or other instrument similar in effect that is not a
Security
Document is on file or of record in the office of any
Government
Instrumentality with respect to any Pledged Collateral.
(iii) The execution, delivery and performance of this
Agreement and the creation and grant of the Lien in favor of
the
Administrative Agent hereunder do not and will not (A) violate
any
Applicable Law with respect to Pledgor except to the extent that
any
such violation could not reasonably be expected to have a
Material
Adverse Effect, (B) violate, or result in a default under, the
Borrower
LLC Agreement or any other of Borrower's or of Pledgor's
constituent
documents, (C) violate, or result in a default under, any Document
to
which any of Pledgor or Borrower is a party, except to the extent
that
any such violation or default could not reasonably be expected to
have
a Material Adverse Effect, (D) result in or require the creation
or
imposition of any Lien on the Pledged Collateral other than the
Lien in
favor of the Administrative Agent granted hereby or as stated
in
(d)(ii) above, or (E) require an Approval from any Person that has
not
been obtained or that will not be obtained in due course.
5
<PAGE>
(e) PLEDGOR REQUIRED APPROVALS. All Approvals required for the
execution, delivery and performance of this Agreement and the
creation and grant
of the Lien in favor of the Administrative Agent hereunder
(collectively, the
"PLEDGOR REQUIRED APPROVALS"), in each case that are required to be
obtained on
or prior to the date hereof have been obtained (except to the
extent the failure
to obtain such Approvals could not reasonably be expected to have a
Material
Adverse Effect), and Pledgor has no reason to believe that any of
the Pledgor
Required Approvals not yet obtained cannot or will not be obtained
in the normal
course of business as and when required and without significant
expense. Pledgor
has provided the Administrative Agent with a true, correct and
complete copy of
each Pledgor Required Approval obtained. All Pledgor Required
Approvals obtained
by Pledgor (i) are validly issued, (ii) are in full force and
effect, (iii) are
free from any condition or requirement that cannot be met or that
could
materially adversely affect Pledgor's ability to execute, deliver
and perform
its obligations under this Agreement and (iv) are not subject to
pending appeal,
review or cancellation. No proceeding or other action is pending or
threatened
in writing with respect to any Pledgor Required Approval.
(f) [RESERVED.]
(g) NO PROCEEDINGS. There is no pending or, to the knowledge
of Pledgor, threatened action, suit, litigation, investigation,
arbitration or
other proceeding involving or affecting the Pledged Collateral
before any
Government Instrumentality, and the Pledged Collateral is not
subject to any
order, writ or injunction. There is no pending or, to the knowledge
of Pledgor,
threatened action, suit, litigation, investigation, arbitration or
other
proceeding involving or affecting Pledgor or any of its properties
or assets
before any Government Instrumentality, that could reasonably be
expected to have
a Material Adverse Effect. Pledgor is not subject to any order,
writ or
injunction that prohibits, enjoins or limits any aspect of the
transactions
contemplated by this Agreement or the Documents or that could
reasonably be
expected to have a Material Adverse Effect.
(h) NO ADVERSE AGREEMENTS. Pledgor is not a party to or
affected by any charter, bylaw, partnership agreement, membership
agreement or
other constituent document, as the case may be, or any Contractual
Obligation
that could reasonably be expected to have a Material Adverse
Effect.
(i) INVESTMENT COMPANY REGULATION. Pledgor is not an
"investment company" or a company "controlled" by an "investment
company" within
the meaning of the Investment Company Act of 1940, as amended, or
an "investment
advisor" within the meaning of the Investment Company Act of 1940,
as amended.
(j) [RESERVED.]
(k) ENFORCEABILITY. The description of the Pledged Collateral
contained in this Agreement is true, correct and complete and is
sufficient to
describe the Pledged Collateral and to create and attach (and to
allow the
perfection of) the Lien intended to be created by this Agreement.
As of the date
6
<PAGE>
hereof, all necessary and appropriate deliveries, notices,
recordings, filings
and registrations have been made and effected or will be made and
effected to
perfect a First-Priority Lien on the Pledged Collateral in favor of
the
Administrative Agent in all relevant jurisdictions, and the
Administrative Agent
has and will have a duly and validly created, attached, perfected
and
enforceable First-Priority Lien on the Pledged Collateral in all
relevant
jurisdictions.
(l)
PLEDGED INTERESTS AS SECURITY. The Pledged Interests (i)
are represented by a certificate in bearer or registered form, or
the transfer
of which may be registered upon books maintained for that purpose
by or on
behalf of Borrower and (ii) are, or are of a type of, securities
governed by
Article 8 of the UCC.
(m) FULL DISCLOSURE. To Pledgor's knowledge, the
representations and warranties contained in this Agreement are
true, correct and
complete in all material respects as of the date made, except to
the extent such
representations and warranties specifically relate to an earlier
date, in which
case such representations and warranties are true, correct and
complete as of
such earlier date.
Section 7. AFFIRMATIVE COVENANTS. Pledgor covenants and agrees
that, until the payment or satisfaction in full of the Secured
Obligations
(exclusive of any indemnification or other obligations which are
expressly
stated in any Loan Document to survive termination of the Loan
Documents), it
will perform and observe each of the following covenants:
(a) EXISTENCE. Pledgor will preserve and maintain in full
force and effect its legal existence as a Delaware limited
liability company,
and qualify and remain qualified as a foreign limited liability
company in each
jurisdiction in which such qualification is necessary in view of
its ownership
of its interest in Borrower and any other of its property
constituting Pledged
Collateral, except to the extent that any non-qualification could
not reasonably
be expected to have a Material Adverse Effect.
(b) COMPLIANCE WITH LAWS, APPROVALS AND OBLIGATIONS. Pledgor
will comply with this Agreement and all Pledgor Required Approvals
and will
comply in all material respects with all Applicable Laws and the
other Documents
to which it is a party. Pledgor will obtain and maintain in full
force and
effect all Pledgor Required Approvals required from time to time
for the
execution, delivery, performance or enforcement of this Agreement
or the Lien
created and granted in favor of the Administrative Agent hereunder.
Pledgor will
furnish the Administrative Agent with true, correct and complete
copies of all
Pledgor Required Approvals promptly after receipt thereof.
(c) PLEDGED COLLATERAL.
(i) Pledgor will maintain good and marketable title
to the Pledged Collateral and will at all times warrant and defend
its
title to, and the Administrative Agent's Lien on, the Pledged
Collateral against all claims other than the Administrative
Agent's
Lien thereon and Liens for Taxes permitted by the first sentence
of
Section 8(d).
7
<PAGE>
(ii) Pledgor will take all actions necessary to
ensure that the Administrative Agent has and continues to have in
all
relevant jurisdictions a duly and validly created, attached,
perfected
and enforceable First-Priority Lien on the Pledged Collateral
(including after-acquired Pledged Collateral). Pledgor will
deliver
possession of any Pledged Collateral, or cause control over any
Pledged
Collateral to be given, to the Administrative Agent or its
designee
promptly upon acquiring rights therein, to the extent the
Administrative Agent is required to take or maintain possession
or
control thereof in order to perfect its security interest in
such
Pledged Collateral.
(d) [RESERVED.]
(e) RECORDS AND INSPECTION RIGHTS. Pledgor will keep and
maintain at its address indicated in Section 6(c) true, correct and
complete
books and records related to the Pledged Interests. At any
reasonable time and
from time to time during normal business hours and upon at least
seven days'
advance notice to Pledgor by the Administrative Agent, Pledgor will
permit the
Administrative Agent and its representatives to examine and make
copies of and
abstracts from such books and records, and to discuss the affairs,
finances and
accounts of Pledgor directly with Pledgor's officers or managers,
if any;
PROVIDED, that, notwithstanding anything to the contrary herein
provided, (i) so
long as no Default or Event of Default has occurred and is
continuing, Pledgor
shall only be required to reimburse the Administrative Agent for
costs with
respect to one visit or inspection per calendar year and shall not
be required
to reimburse Lenders for costs with respect to visits or
inspections.
(f) NOTICE REQUIREMENTS. Promptly and in any event within
three (3) Business Days after Pledgor obtains knowledge thereof,
Pledgor will
give the Administrative Agent notice of the occurrence of any of
the following
events of which Pledgor has or acquires knowledge:
(i) any pending or threatened in writing claim,
action, attachment, proceeding, suit, litigation, investigation
or
arbitration by any Person or before any Government
Instrumentality
involving or affecting Pledgor or any Pledged Collateral or, to
Pledgor's knowledge, Borrower, that could reasonably be expected
to
have a Material Adverse Effect;
(ii) any termination, revocation, suspension or
modification of any Pledgor Required Approval, or any action or
proceeding that could reasonably be expected to result in any of
the
foregoing; or
(iii) any event or circumstance that could reasonably
be expected to have a Material Adverse Effect.
In each notice delivered pursuant to this Section 7(f), Pledgor
will include
reasonable details concerning the occurrence that is the subject of
such notice
as well as Pledgor's proposed course of action, if any. Delivery of
a notice
pursuant to this Section 7(f) will not affect Pledgor's obligations
under any
other provision of any Document to which it is a party.
8
<PAGE>
(g) LITIGATION. In any claim, action, suit, litigation,
investigation, arbitration or other proceeding involving the
Pledged Collateral
that is brought by any Person other than the Administrative Agent,
Pledgor will
use commercially reasonable efforts to make all filings and
responses in a
timely manner, pursue all remedies and appeals, defend its rights
and properties
therein with diligence and take all lawful action to avoid
impairment of the
Administrative Agent's Lien or material impairment of the
Administrative Agent's
other rights under this Agreement.
(h) COSTS. Pledgor will bear all costs and expenses involved
in complying with its obligations under Section 7 and Section 8
hereof.
Section 8. NEGATIVE COVENANTS. Pledgor covenants and agrees
that, until the payment or satisfaction in full of the Secured
Obligations
(exclusive of any indemnification or other obligations which are
expressly
stated in any Loan Document to survive termination of the Loan
Documents), it
will perform and observe each of the following covenants:
(a) BUSINESS. Pledgor will not (i) make any material change in
the nature of its business, or (ii) change the jurisdiction of its
formation,
without the Administrative Agent's prior written consent, which
consent will not
be unreasonably withheld or delayed.
(b) MERGERS AND SALES OF ASSETS. Except as otherwise permitted
by the Loan Agreement, Pledgor will not:
(i) merge or consolidate with any Person, or
liquidate or dissolve, or sell, assign, lease or otherwise dispose
of
(whether in one transaction or in a series of transactions), such
a
portion of its assets as would cause Pledgor's liabilities to
exceed
its assets or Pledgor otherwise to become insolvent; or
(ii) sell, convey, exchange, dispose of, assign,
transfer, pledge or encumber, or grant any option, warrant or
right
with respect to, any of the Pledged Collateral, or agree or
contract to
do any of the foregoing except as may be specifically permitted by
this
Agreement.
(c) CONSTITUENT DOCUMENTS AND CONTRACTUAL OBLIGATIONS. Without
the prior written consent of the Administrative Agent, which will
not be
unreasonably withheld or delayed, Pledgor will not (i) amend its
articles of
organization, operating agreement or other constituent documents in
any material
respect, (ii) amend any Document to which it is a party in any
material respect
or (iii) waive any provision of any of the foregoing.
(d) LIENS. Pledgor will not, and will not knowingly permit any
other Person to, create, incur, assume or suffer to exist any Lien
upon or with
respect to any of the Pledged Collateral other than (i) the Lien
created in
favor of the Administrative Agent hereunder and (ii) Liens for
Taxes if such
9
<PAGE>
Taxes (A) are not at the time delinquent and thereafter can be paid
without
penalty or (B) are being contested in good faith by appropriate
proceedings with
reserves established in accordance with GAAP and such Liens have
been bonded
over or do not involve any risk that a significant interest in or
right to any
Pledged Collateral may be sold, lost or forfeited or that the Lien
created by
this Agreement may be impaired. If foreclosure or enforcement of
any Lien upon
any of the Pledged Collateral (other than the Administrative
Agent's Lien) is at
any time initiated, the Administrative Agent will have the right,
but not the
obligation, to take any action it deems appropriate, including
payment of the
obligation secured by such Lien, and Pledgor will promptly upon
demand reimburse
or arrange to reimburse the Administrative Agent for all reasonable
documented
sums expended by the Administrative Agent in taking any such
action.
(e) DISTRIBUTIONS. Pledgor will not take any action to cause
Borrower to make, declare or pay any distributions, dividends or
returns of
capital, or purchase, redeem or otherwise acquire for value any
membership
interests or other ownership interests in Borrower now or hereafter
outstanding,
or make any distribution of assets or property to its members as
such, except to
the extent permitted by the Loan Documents.
(f) CAPITAL STOCK AND CHANGES IN CONTROL. Except as permitted
pursuant to the terms of the Loan Agreement, Pledgor will not (i)
permit
Borrower to cancel or change the terms of the Pledged Interests,
(ii) permit
Borrower to authorize, create or issue any additional membership
interests or
ownership interests in Borrower, (iii) effect or permit any change
of control of
Borrower, except a change of control reflecting the Administrative
Agent's
acquisition of any ownership or other interests in Borrower in
accordance with
the Documents or (iv) approve or consent to the sale, conveyance,
exchange,
disposition, assignment, transfer, pledge or encumbrance of any
ownership
interest in Borrower by any Person, except for any sale,
conveyance, exchange,
disposition, assignment, transfer, pledge or encumbrance of any
ownership
interest in Borrower to or for the benefit of the Administrative
Agent in
accordance with the Documents.
Section 9. NATURE OF PLEDGOR'S OBLIGATIONS. Pledgor's
obligations under this Agreement are independent of any obligation
of Borrower,
and separate action or actions may be brought and prosecuted
against Pledgor
whether or not such action or actions are brought or prosecuted
against Borrower
or any other Person and whether or not Borrower or any other Person
is joined in
any such action or actions. Upon the occurrence and during the
continuance of an
Event of Default (other than an Event of Default caused solely by
Borrower's
failure to comply with Section 5.1(p) of the Loan Agreement), the
Administrative
Agent may pr
