AND
FOR THE SPECIFIC PURPOSE GIVEN. MERE DELAY OR FAILURE TO ACT SHALL NOT PRECLUDE
THE EXERCISE OR ENFORCEMENT OF ANY OF THE SECURED PARTY'S RIGHTS OR REMEDIES.
ALL RIGHTS AND REMEDIES OF THE SECURED PARTY SHALL BE CUMULATIVE AND MAY BE
EXERCISED SINGULARLY OR CONCURRENTLY, AT THE SECURED PARTY'S OPTION, AND THE
EXERCISE OR ENFORCEMENT OF ANY ONE SUCH RIGHT OR REMEDY SHALL
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NEITHER BE A CONDITION TO NOR BAR THE EXERCISE OR ENFORCEMENT OF ANY OTHER. THE
SECURED PARTY'S DUTY OF CARE WITH RESPECT TO COLLATERAL IN ITS POSSESSION (AS
IMPOSED BY LAW) SHALL BE DEEMED FULFILLED IF THE SECURED PARTY EXERCISES
REASONABLE CARE IN PHYSICALLY SAFEKEEPING SUCH COLLATERAL OR, IN THE CASE OF
COLLATERAL IN THE CUSTODY OR POSSESSION OF A BAILEE OR OTHER THIRD PERSON,
EXERCISES REASONABLE CARE IN THE SELECTION OF THE BAILEE OR OTHER THIRD PERSON,
AND THE SECURED PARTY NEED NOT OTHERWISE PRESERVE, PROTECT, INSURE OR CARE FOR
ANY COLLATERAL. THE SECURED PARTY SHALL NOT BE OBLIGATED TO PRESERVE ANY RIGHTS
ANY GRANTOR MAY HAVE AGAINST PRIOR PARTIES, TO REALIZE ON THE COLLATERAL AT ALL
OR IN ANY PARTICULAR MANNER OR ORDER, OR TO APPLY ANY CASH PROCEEDS OF
COLLATERAL IN ANY PARTICULAR ORDER OF APPLICATION. THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF EACH GRANTOR AND THE SECURED PARTY AND
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS AND SHALL TAKE EFFECT WHEN SIGNED BY
EACH GRANTOR AND DELIVERED TO THE SECURED PARTY, AND EACH GRANTOR WAIVES NOTICE
OF THE SECURED PARTY'S ACCEPTANCE HEREOF. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS (OTHER THAN CONFLICT LAWS)
OF THE STATE OF MINNESOTA. IF ANY PROVISION OR APPLICATION OF THIS AGREEMENT IS
HELD UNLAWFUL OR UNENFORCEABLE IN ANY RESPECT, SUCH ILLEGALITY OR
UNENFORCEABILITY SHALL NOT AFFECT OTHER PROVISIONS OR APPLICATIONS WHICH CAN BE
GIVEN EFFECT AND THIS AGREEMENT SHALL BE CONSTRUED AS IF THE UNLAWFUL OR
UNENFORCEABLE PROVISION OR APPLICATION HAD NEVER BEEN CONTAINED HEREIN OR
PRESCRIBED HEREBY. ALL REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS
AGREEMENT SHALL SURVIVE THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT AND THE CREATION AND PAYMENT OF THE OBLIGATIONS.
[signatures next page]
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IN WITNESS WHEREOF, each Grantor has executed this Agreement as of the date and
year first above written.
GOLDEN OVAL EGGS, LLC
By
/s/ Dana Persson
Its
President and Chief Executive Officer
FEIN:
MIDWEST INVESTORS OF IOWA, COOPERATIVE
By
/s/ Dana Persson
Its
President and Chief Executive Officer
FEIN:
GOECA, LP
By
/s/ Dana Persson
Its
President and Chief Executive Officer
FEIN:
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