LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT,
ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER
IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER NOTES
AMENDMENT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.
24.
Inconsistency with Intercreditor Agreement. In the event of any conflict
between the terms of this Agreement and the Intercreditor Agreement, the
Intercreditor Agreement shall control.
[signature page to follow]
13
The parties have executed this Security Agreement as of the date set forth in
the introductory paragraph.
AGENT:
CORTLAND PRODUCTS CORP., as Agent
By: /s/ Matthew Trybula
Print Name: Matthew Trybula
Title: Associate Counsel
225 W Washington
Street, 9th Floor
Chicago, IL 60606
GRANTORS:
PACIFIC ETHANOL
WEST, LLC
By: /s/ Neil M. Koehler
Print Name: Neil M. Koehler
Title:
President and Chief Executive Officer
PE OP CO.
By: /s/ Neil M.
Koehler
Print Name: Neil M. Koehler
Title: President and Chief Executive
Officer
c/o Pacific Ethanol, Inc.
400 Capital Mall, Suite 2060
Sacramento, California 95814
Signature Page to Security Agreement (Western Assets)
SCHEDULE 1
COMMERCIAL TORT CLAIMS
None.
Schedule 1 to Security Agreement
SCHEDULE 2
DEPOSIT ACCOUNT
Depository Bank
Account Holder
Account Number
Account Name Bank of America
Pacific
Ethanol West, LLC
325000563581
Pacific Ethanol West LLC
Schedule 2 to Security Agreement
SCHEDULE 3
COLLATERAL LOCATIONS
400 Capitol Mall, Suite 2060, Sacramento, California 95814
Schedule 3 to Security Agreement