EXHIBIT 10.2
Execution
Copy
PLEDGE AND SECURITY
AGREEMENT
among
PACIFIC ETHANOL CALIFORNIA,
INC.,
as Pledgor
PACIFIC ETHANOL HOLDING CO.
LLC,
as Company
and
WESTLB AG, NEW YORK
BRANCH,
as Collateral
Agent
Dated as of May 19,
2009
TABLE OF CONTENTS
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ARTICLE
I
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DEFINITIONS
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1
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Defined
Terms
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1
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Credit
Agreement and UCC Definitions
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2
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Rules of
Interpretation
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2
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ARTICLE
II
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PLEDGE AND
GRANT OF SECURITY INTEREST
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2
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Granting
Clause
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2
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Delivery of
Collateral.
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3
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Retention of
Certain Rights
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3
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Obligations
Unconditional
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4
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Waiver
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5
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ARTICLE
III
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EVENTS OF
DEFAULT
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6
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Events of
Default
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6
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ARTICLE
IV
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REPRESENTATIONS
AND WARRANTIES
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6
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Organization;
Power; Compliance with Law and Contractual Obligations
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6
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Due
Authorization; Non-Contravention.
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6
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Validity
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7
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Beneficial
Ownership; Pledged Equity Interests
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7
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Name
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7
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Organizational
Number
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7
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Capital
Adequacy: Etc.
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7
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ARTICLE
V
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COVENANTS OF
PLEDGOR
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7
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Defense of
Collateral
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7
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Limitation of
Liens
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8
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No Sale of
Collateral
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8
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No Impairment
of Security
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8
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Filing of
Bankruptcy Proceedings
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8
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Distributions
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8
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Maintenance of
Records
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8
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Name;
Jurisdiction of Organization
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8
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Amendments to
Organizational Documents
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9
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Perfection.
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9
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Information
Concerning Collateral
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9
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Payment of
Taxes
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9
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ARTICLE
VI
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REMEDIES UPON
AN EVENT OF DEFAULT
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10
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Remedies Upon
an Event of Default
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10
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Minimum Notice
Period
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11
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Sale of
Collateral
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11
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Actions Taken
by Collateral Agent
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12
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Private
Sales
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12
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Compliance With
Limitations and Restrictions
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12
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No Impairment
of Remedies
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12
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ARTICLE
VII
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FURTHER
ASSURANCES
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13
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Attorney-in-Fact.
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13
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Delivery of
Collateral; Proxy
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13
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Place of
Business; Location of Records
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13
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Waiver of
Transfer Restrictions
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14
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The
Company’s Consent and Covenant
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14
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Foreclosure
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14
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Waiver of
Rights of Subrogation
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14
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Application of
Proceeds
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14
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Collateral
Agent May Perform
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14
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Limitation on
Duty of Collateral Agent with Respect to the Collateral
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15
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Termination of
Security Interest
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15
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ARTICLE
VIII
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MISCELLANEOUS
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15
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Amendments,
Etc
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15
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Applicable Law;
Jurisdiction; Etc.
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15
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Counterparts;
Effectiveness
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17
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Delay Not
Waiver; Separate Causes of Action
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17
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Entire
Agreement
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18
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Expenses
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18
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Headings
Descriptive
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18
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Interest
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18
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Notices.
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18
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No Waiver;
Cumulative Remedies
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19
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Reinstatement
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20
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Remedies
Cumulative
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20
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Rights of
Collateral Agent
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20
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Severability
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20
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Successions and
Assignments
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20
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Survival of
Provisions
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21
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Third Party
Rights
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21
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Time
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21
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Waiver of
Consequential Damages, Etc
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21
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Waiver of
Litigation Payments
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21
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Scope of
Liability
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21
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EXHIBITS
Exhibit
A - Irrevocable
Proxy
Exhibit
B - Transfer
Document
Schedule
I - Description
of Pledged Equity Interests
PLEDGE AND SECURITY
AGREEMENT
This PLEDGE AND SECURITY AGREEMENT, dated as of
May 19, 2009, (this “ Agreement ”) is entered
into by and among Pacific Ethanol California, Inc, a corporation
organized and existing under the Laws of the State of California
(the “ Pledgor ”), Pacific Ethanol Holding Co.
LLC, a limited liability company organized and existing under the
Laws of the State of Delaware (the “ Company ”),
and WestLB AG, New York Branch, in its capacity as collateral agent
(together with its successors, designees and assigns in such
capacity, the “ Collateral Agent ”) for the
Senior Secured Parties.
RECITALS
WHEREAS, the Company has entered into that
certain Debtor-in-Possession Credit Agreement, dated as of May 19,
2009 (as amended, amended and restated, restated, supplemented or
otherwise modified from time to time, the “ Credit
Agreement ”) among the Company, Pacific Ethanol Madera
LLC, a Delaware limited liability company (“ Madera
”), Pacific Ethanol Stockton, LLC, a Delaware limited
liability company (“ Stockton ”), Pacific
Ethanol Columbia, LLC, a Delaware limited liability company
(“ Boardman ”), and Pacific Ethanol Magic
Valley, LLC, a Delaware limited liability company (“
Burley ” and, together with the Company, Madera,
Stockton and Boardman, the “ Borrowers ”), the
Company as the Borrower Agent, each of the Lenders from time to
time party thereto, WestLB AG, New York Branch, as Administrative
Agent for the Lenders, the Collateral Agent and Amarillo National
Bank, as accounts bank, pursuant to which, among other things, the
Lenders have agreed to make loans to, and for the benefit of, the
Borrowers; and
WHEREAS, as of the date hereof, the Pledgor is
the sole member and owns one hundred (100%) of the Equity Interests
of the Company and will obtain benefits as a result of the Loans,
and it is a requirement under the Credit Agreement that the Pledgor
execute and deliver this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the promises
contained herein, and to induce the Lenders to enter into the
Credit Agreement and to make the advances of credit to the
Borrowers contemplated thereby, and for other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, intending to be legally bound, the Company and the
Pledgor hereby agree with the Collateral Agent, for the benefit of
the Senior Secured Parties, as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined
Terms . The following terms (whether or not
underscored) when used in this Agreement, including its preamble
and recitals, shall have the following meanings:
“ Collateral Agent ” has the
meaning given in the preamble to this Agreement.
“ Collateral ” has the
meaning given in Section 2.01 ( Granting Clause )
.
“ Company ” has the meaning
given in the preamble to this Agreement.
“ Credit Agreement ” has the
meaning given in the recitals to this Agreement.
“ Non-Recourse Party ” has
the meaning given in Section 8.21 ( Scope of Liability
) .
“ Pledged Equity Interests ”
has the meaning given in Section 2.01 ( Granting Clause
) .
“ Pledgor ” has the meaning
given in the preamble to this Agreement.
Section 1.02 Credit
Agreement and UCC Definitions . Unless otherwise
defined herein or unless the context otherwise requires, terms used
in this Agreement, including its preamble and recitals, have the
meanings provided in the Credit Agreement or, if not defined
therein, the UCC.
Section 1.03 Rules of
Interpretation . The rules of interpretation set
forth in Section 1.02 ( Principles of Interpretation
) of the Credit Agreement shall apply to this Agreement,
including its preamble and recitals.
ARTICLE II
PLEDGE AND GRANT OF SECURITY
INTEREST
Section 2.01 Granting
Clause . To secure the timely payment in full when
due (whether at stated maturity, by acceleration or otherwise) in
cash and performance in full of the Obligations, the Pledgor hereby
collaterally assigns, grants and pledges to the Collateral Agent,
for the benefit of the Senior Secured Parties, a continuing
security interest and Lien in all the estate, right, title and
interest of the Pledgor, now owned or hereafter existing or
acquired, and howsoever its interest therein may arise or appear
(whether by ownership, security interest, Lien, claim or
otherwise), including all the estate, right, title and interest of
the Pledgor in, to and under the following (the “
Collateral ”):
(a) Any and all of the
Pledgor’s right(s), title(s) and interest(s), whether now
owned or hereafter existing or acquired, in the Company, and all of
the Equity Interests of the Company related thereto, whether or not
evidenced or represented by any certificated security or other
instrument, (the “ Pledged Equity Interests ”),
including the membership interests described on Schedule I
hereto and the Pledgor’s share of:
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all rights to
receive income, gain, profit, dividends and other distributions
allocated or distributed to the Pledgor in respect of or in
exchange for all or any portion of the Pledged Equity
Interests;
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all of the
Pledgor’s capital or ownership interest or other Equity
Interest, including capital accounts, in the Company;
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all of the
Pledgor’s voting rights in or rights to control or direct the
affairs of the Company;
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all other
rights, title and interest in or to the Company derived from the
Pledged Equity Interests;
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all
indebtedness or other obligations of the Company owed to the
Pledgor;
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all claims of
the Pledgor for damages arising out of, or for any breach or
default relating to, the Pledged Equity Interests;
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all securities,
notes, certificates and other instruments representing or
evidencing any of the foregoing rights and interests or the
ownership thereof and any interest of the Pledgor reflected in the
books of any financial intermediary pertaining to such rights and
interests;
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all
distributions, non-cash dividends, cash, options, warrants, stock
splits, reclassifications, rights, instruments or other investment
property and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange
for any or all of such rights and interests; and
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all security
entitlements of the Pledgor in any and all of the foregoing;
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(b) all proceeds
(including proceeds of proceeds) of the foregoing Collateral,
whether cash or non-cash; provided , however , that
“Collateral” shall not include any cash or other
property distributed to the Pledgor following a distribution made
in accordance with Section 7.02(s) ( Negative Covenants
— Restricted Payments ) of the Credit
Agreement.
Section 2.02 Delivery of
Collateral .
(a) All certificates,
notes and other instruments representing or evidencing any
Collateral shall be delivered to and held by or on behalf of, and,
in the case of notes, endorsed to the order of, the Collateral
Agent, or its designee pursuant hereto, in the manner set forth in
Section 7.02 ( Delivery of Collateral; Proxy )
.
(b) If any Collateral
consists of security entitlements, the Pledgor shall transfer such
security entitlements to the Collateral Agent (or its custodian,
nominee or other designee) or cause the applicable securities
intermediary to agree that it will comply with entitlement orders
by the Collateral Agent without further consent by the
Pledgor.
Section 2.03 Retention of
Certain Rights . So long as the Collateral Agent has
not elected to exercise remedies under this Agreement in connection
with an Event of Default that has occurred and is continuing, the
Pledgor reserves the right to exercise all voting and other rights,
title and interest with respect to the Collateral (except as
limited by the Financing Documents) and, to the extent permitted
under the Credit Agreement, to receive all income, gains, profits,
dividends and other distributions from the Collateral whether
non-cash dividends, cash, options, warrants, stock splits,
reclassifications, rights, instruments or other investment property
or other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange
for any or all of such rights and interests.
Section 2.04 Obligations
Unconditional . The obligations of the Pledgor in
this Agreement shall be continuing, irrevocable, primary, absolute
and unconditional irrespective of the value, genuineness, validity,
regularity or enforceability of any Financing Document or any other
agreement or instrument referred to therein, or any substitution,
release or exchange of any guarantee of or security for any of the
Obligations and, to the fullest extent permitted by applicable Law,
irrespective of any other circumstance whatsoever that might
otherwise constitute a legal or equitable discharge or defense of a
surety or guarantor, other than the occurrence of the Discharge
Date and other than any defense that the underlying obligation has
been satisfied in accordance with the terms of the Financing
Documents, it being the intent of this Section 2.04 that the
obligations of the Pledgor hereunder shall be absolute and
unconditional under any and all circumstances. Without limiting the
generality of the foregoing, it is agreed that the occurrence of
any one or more of the following shall not alter or impair the
liability of the Pledgor hereunder, which shall remain absolute and
unconditional as described above without regard to and not be
released, discharged or in any way affected (whether in full or in
part) by:
(a) at any time or
from time to time, without notice to the Pledgor, the time for any
performance of or compliance with any of the Obligations is
extended, or such performance or compliance is waived;
(b) any Financing
Document is amended or modified or there is a departure from, or
waiver of, any of the terms of any Financing Document;
(c) the maturity of
any of the Obligations is accelerated, or any of the Obligations is
modified, supplemented and/or amended in any respect, or any right
under any Financing Document or any other agreement or instrument
referred to therein is waived or any guarantee of any of the
Obligations or any security therefore is released or exchanged in
whole or in part or otherwise dealt with;
(d) any lien granted
to, or in favor of, the Collateral Agent as security for any of the
Obligations fails to be perfected; or
(e) any proceeding,
voluntary or involuntary, involving the bankruptcy, insolvency,
receivership, reorganization, liquidation or arrangement of the
Pledgor or by any defense which the Pledgor may have by reason of
the order, decree or decision of any court or administrative body
resulting from any such proceeding. The Pledgor acknowledges and
agrees that the Obligations include interest on the Obligations at
the applicable rate therefor under the Financing Documents which
accrues after the commencement of any such proceeding (or, if
interest on any portion of the Obligations ceases to accrue by
operation of Law by reason of the commencement of said proceeding,
such Obligations include the interest which would have accrued on
such portion of the Obligations if said proceedings had not been
commenced), since it is the intention of the parties that the
amount of the Obligations secured pursuant to this Agreement should
be determined without regard to any rule of Law or order which may
relieve the Pledgor of any portion of the Obligations. The Pledgor
will permit any trustee in bankruptcy, receiver, debtor in
possession, assignee for the benefit of creditors or similar person
to pay the Collateral Agent, or allow the claim of the Collateral
Agent in respect of, interest which would have accrued after the
date on which such proceeding is commenced.
Section 2.05 Waiver
. The enforceability and effectiveness of this Agreement
and the liability of the Pledgor, and the rights, remedies, powers
and privileges of the Collateral Agent, under this Agreement shall
not be affected, limited, reduced, discharged or terminated, and
the Pledgor hereby expressly waives, to the extent permitted by
applicable Laws, to the fullest extent permitted by Law any defense
now or in the future arising, by reason of:
(a) the illegality,
invalidity or unenforceability of all or any part of the
Obligations, any Financing Document or any agreement, security
document, guarantee or other instrument relating to all or any part
of the Obligations;
(b) the illegality,
invalidity or unenforceability of any security or guarantee for all
or any part of the Obligations or the lack of perfection or
continuing perfection or failure of the priority of any lien or
encumbrance on any collateral for all or any part of the
Obligations;
(c) the cessation, for
any cause whatsoever, of the liability of any Person that is a
guarantor of all or any part of the Obligations (other than by the
occurrence of the Discharge Date);
(d) any judicial or
nonjudicial foreclosure or sale of, or other election of remedies
with respect to, any interest in real property or other Collateral
serving as security for all or any part of the Obligations, even
though such foreclosure, sale or election of remedies may impair
the subrogation rights of either the other Borrowers, or the
Pledgor or may preclude the other Borrowers or the Pledgor from
obtaining reimbursement, contribution, indemnification or other
recovery from the other Borrowers or any other Person and even
though the other Borrowers or the Pledgor may not, as a result of
such foreclosure, sale or election of remedies, be liable for any
deficiency;
(e) any act or
omission of the Collateral Agent or any other Person that directly
or indirectly results in or aids the discharge or release of the
Pledgor or any part of the Obligations or any security or guarantee
(including any letter of credit) for all or any part of the
Obligations by operation of Law or otherwise (other than the
occurrence of the Discharge Date);
(f) any Law which
provides that the obligation of a surety or the Pledgor must
neither be larger in amount nor in other respects more burdensome
than that of the principal or which reduces a surety’s or the
Pledgor’s obligation in proportion to the principal
obligation;
(g) any bankruptcy,
insolvency, reorganization, arrangement, readjustment of debt,
liquidation or dissolution proceeding commenced by or against any
Person, including any discharge of, or bar or stay against
collecting, all or any part of the Obligations (or any interest on
all or any part of the Obligations) in or as a result of any such
proceeding, any failure of the Collateral Agent to file a claim in
any such proceeding, or the occurrence of any of the following: (i)
the election by the Collateral Agent, in any bankruptcy proceeding
of any Person, of the application or non-application of Section
1111(b)(2) of the Bankruptcy Code, (ii) any extension of credit or
the grant of any lien or encumbrance under Section 364 of the
Bankruptcy Code, (iii) any use of cash collateral under Section 363
of the Bankruptcy Code, or (iv) any agreement or stipulation with
respect to the provision of adequate protection in any bankruptcy
proceeding of any Person; or
(h) any action taken
by the Collateral Agent that is authorized by this Section 2.05 or
otherwise in this Agreement or by any other provision of any
Financing Document or any omission to take any such
action.
ARTICLE III
EVENTS OF DEFAULT
Section 3.01 Events of
Default . The occurrence of an Event of Default,
whatever the reason for such Event of Default and whether it is
voluntary or involuntary or is effected by operation of Law or
pursuant to any judgment, decree or order of any court or any
order, rule or regulation of any Governmental Authority, shall
constitute a default hereunder. Any such Event of Default shall be
considered cured or waived for the purposes of this Agreement when
it has been cured or waived in accordance with the Credit
Agreement.
ARTICLE IV
REPRESENTATIONS AND
WARRANTIES
The Pledgor represents and warrants to and in
favor of the Collateral Agent and the Senior Secured Parties, as of
the date hereof, as of the Closing Date and as of each Funding
Date, as follows:
Section 4.01 Organization;
Power; Compliance with Law and Contractual Obligations
. The Pledgor (a) is a corporation validly organized and
existing and in good standing under the Laws of the State of
California, (b) is duly qualified to do business as is now being
conducted and as is proposed to be conducted and is in good
standing as a corporation in each jurisdiction where the nature of
its business requires such qualification (other than any such
failure to be so qualified or in good standing that could not
reasonably be expected to have a Material Adverse Effect) and (c)
has all requisite corporate power and authority and holds all
Governmental Approvals required as of the date of this
representation is made or deemed repeated to enter into and perform
its obligations under this Agreement.
Section 4.02 Due
Authorization; Non-Contravention .
(a) The execution,
delivery and performance by the Pledgor of this Agreement are
within the Pledgor’s corporate powers, have been duly
authorized by all necessary corporate action, and do not contravene
in any material respect (i) the Pledgor’s Organic Documents,
or (ii) any applicable Law or any Contractual Obligation binding on
or affecting the Pledgor.
(b) The exercise by
the Collateral Agent of any of its rights and remedies with respect
to the Collateral in accordance with the terms of this Agreement
will not contravene in any material respect any applicable Law or
any Contractual Obligation binding on or affecting the Pledgor or
any of the properties of the Pledgor and will not result in or
require the creation of any Lien (other than Permitted Liens) upon
or with respect to any of the Collateral other than pursuant to
this Agreement.
Section 4.03 Validity
. This Agreement constitutes the legal, valid and
binding obligations of the Pledgor enforceable in accordance with
its terms, except as the enforceability hereof may be limited by
(a) bankruptcy, insolvency, reorganization, or other similar Laws
affecting the enforcement of creditors’ rights generally and
(b) general equitable principles (whether considered in a
proceeding in equity or at Law).
Section 4.04 Beneficial
Ownership; Pledged Equity Interests . The Pledgor is
the lawful and beneficial owner of and has full right, title and
interest in, to and under all rights and interests comprising the
Collateral, subject to no Liens, no prior assignments, no effective
UCC financing statements, no security agreements and no other
instruments similar in effect (other than this Agreement, the Liens
created hereunder and other Permitted Liens). The Pledged Equity
Interests (a) have been duly authorized and validly issued, (b) are
fully paid and non-assessable and (c) constitute one hundred
percent (100%) of the outstanding Equity Interests of the
Company.
Section 4.05 Name
. The name of the Pledgor is Pacific Ethanol California,
Inc., as indicated in the public records of the State of
California, and it has not had any other names within the past five
(5) years other than Pacific Ethanol, Inc.
Section 4.06 Organizational
Number . The Pledgor’s federal employee
identification number is 71-0938840 and Pledgor’s
organizational number is CA 2487125.
Section 4.07 Capital
Adequacy; Etc .
(a) The Pledgor is,
and after giving effect to the transactions contemplated hereby
will be, Solvent.
(b) The Pledgor is not
executing this Agreement with any intention to hinder, delay or
defraud any present or future creditor or creditors of the
Pledgor.
ARTICLE V
COVENANTS OF PLEDGOR
The Pledgor covenants to and in favor of the
Collateral Agent and the Senior Secured Parties as
follows:
Section 5.01 Defense of
Collateral . The Pledgor shall, until the Discharge
Date, defend its title to the Collateral and the interest of the
Collateral Agent (for the benefit of itself and the other Senior
Secured Parties) in the Collateral pledged hereunder against the
claims and demands of all other Persons, provided that
nothing in this Section 5.01 shall limit the Pledgor’s
right to dispose of the Collateral in accordance with the Financing
Documents.
Section 5.02 Limitation of
Liens . The Pledgor shall not create, incur, assume
or suffer to exist any Liens (including authorizing the filing of
any financing statements under the UCC or any like statement
relating to the Collateral) on or with respect to all or any part
of the Collateral (other than Permitted Liens). The Pledgor shall
at its own cost and expense promptly take such action as may be
necessary to discharge any such Liens (other than Permitted
Liens).
Section 5.03 No Sale of
Collateral . Except as permitted by the terms of the
Financing Documents, the Pledgor shall not cause, suffer or permit
the sale, assignment, conveyance, pledge or other transfer of all
or any portion of the Pledgor’s Equity Interest in the
Company or any other portion of the Collateral.
Section 5.04 No Impairment
of Security . Except for the commencement of the
Cases, the Pledgor shall not take any action that, or fail to take
any action if such failure would, impair in any manner the
enforceability of the Collateral Agent’s security interest in
and Lien on any Collateral.
Section 5.05 [INTENTIONALLY
OMITTED] .
Section 5.06
Distributions . If the Pledgor in its capacity as
an owner of the Company receives any income, dividend or other
distribution of money or property of any kind from the Company
(other than in accordance with the Financing Documents), the
Pledgor shall hold such income or distribution as trustee for and
shall promptly deliver the same to the Collateral Agent in the
exact form received by the Pledgor (or duly endorsed by the Pledgor
to the Collateral Agent, if required). To the extent that any such
income, dividend or other distribution is made in compliance with
the terms of the Financing Documents, then the further distribution
or payment of such monies shall not give rise to any claims or
cause of action on the part of any of the Senior Secured Parties
against the Company or the Pledgor seeking the return or
disgorgement of any such distributions or other payments unless the
distributions or payments involve or result from the fraud or
willful misconduct of the Company or the Pledgor.
Section 5.07 Maintenance of
Records . The Pledgor shall, at all times, keep
accurate and complete records of the Collateral. The Pledgor shall
permit officers and designated representatives of the Collateral
Agent to examine the Pledgor’s books and records pertaining
to the Collateral, and make copies thereof or abstracts therefrom,
all at the expense of the Pledgor and at such reasonable times
during normal business hours and as often as may be reasonably
desired, upon reasonable advance notice to the Pledgor;
provided , that if a Default or an Event of Default has
occurred and is continuing, the Collateral Agent (or any of its
officers or designated representatives) may do any of the foregoing
at any time during normal business hours and without advance
notice. Upon the occurrence and during the continuation of any
Event of Default, at the Collateral Agent’s request, the
Pledgor shall promptly deliver to the Collateral Agent copies of
any and all of the records mentioned above.
Section 5.08 Name;
Jurisdiction of Organization . The Pledgor shall not
change its name, its jurisdiction of organization, the location of
its principal place of business or its organization identification
number without written notice to the Collateral Agent at least
thirty (30) days prior to such change. In the event of such change,
the Pledgor shall (at its expense) execute and deliver such
instruments and documents as may be required by the Collateral
Agent or applicable Law to maintain a first priority perfected
security interest in the Collateral.
Section 5.09 Amendments to
Organizational Documents . Except as expressly
permitted by this Agreement or the other Financing Documents, the
Pledgor shall not (a) terminate or cancel the Organic Documents of
the Company or (b) in any material respect, amend, supplement or
otherwise modify the Organic Documents of the Company.
Section 5.10 Perfection
.
(a) The Pledgor agrees
that from time to time, at the expense of the Pledgor, the Pledgor
shall promptly execute and deliver all further instruments and
documents, and take all further action, that may be reasonably
necessary or desirable in order to perfect, to ensure the continued
perfection of, and to protect the assignment and security interest
granted or intended to be granted hereby or to enable the
Collateral Agent to exercise and enforce its rights and remedies
hereunder with respect to any Collateral. Without limiting the
generality of the foregoing, the Pledgor shall (i) deliver any of
the Collateral represented by a certificate or other instrument to
the Collateral Agent, accompanied by such duly executed instruments
of transfer or assignment as the Collateral Agent may reasonably
request, and (ii) authorize, execute and file such financing or
continuation statements, or amendments thereto, and such other
instruments, endorsements or notices, as may be reasonably
necessary or desirable in order to perfect and preserve, the
assignments and security interests granted or purported to be
granted hereby.
(b) The Pledgor hereby
authorizes the filing of any financing statements or continuation
statements, and amendments to financing statements, or any similar
document in any jurisdictions and with any filing offices as the
Collateral Agent may reasonably determine are necessary or
advisable to perfect the security interest granted to the
Collateral Agent, for the benefit of the Senior Secured Parties,
herein. Such financing statements may describe the Collateral in
the same or similar and consistent manner as described
herein.
Section 5.11 Information
Concerning Collateral . The Pledgor shall, promptly
upon request and at its own expense, provide to the Collateral
Agent all information and evidence the Collateral Agent may
reasonably request concerning the Collateral to enable the
Collateral Agent to enforce the provisions of this
Agreement.
Section 5.12 Payment of
Taxes . The Pledgor shall pay or cause to be paid,
before any fine, penalty, interest or cost attaches thereto, all
Taxes and other non-governmental charges or levies (other
t
