Exhibit 3.11
SECURITY AGREEMENT
In order to secure the payment of all liabilities due or to become due
by Food Extrusion, Inc., a Nevada corporation (the "Company"), to Monsanto
Company ("Monsanto") pursuant to the Letter Agreement, dated October 31, 1996,
between the Company and Monsanto (the "Agreement") and the performance by the
Company of all agreements set forth therein, the Company hereby grants a
security interest in and assigns, transfers, pledges and delivers to Monsanto:
six rice extruders located at the premises of Food Extrusion, Inc.,
1241 Hawk's Xxxxxx Xxxxx, Xx Xxxxxx Xxxxx, Xxxxxxxxxx 00000
(The above being hereinafter collectively referred to as the
"Collateral")
This Security Agreement is subject to the following terms and
conditions:
1. The Company warrants that it has good title to the Collateral free
and clear of all security interests, liens and encumbrances and adverse claims.
2. The Company will not do any act or thing, by grant or otherwise,
impairing the rights conveyed herein or that can prevent or in any manner
interfere with the full enjoyment by Monsanto of the rights granted to it
hereunder.
3. The Company, at its own expense, will do all acts and things as may
be from time to time necessary or convenient to create, perfect and maintain the
rights created hereby as a valid lien upon the Collateral subject to no adverse
liens or encumbrances.
4. The Company agrees that, at its own expense, it will defend,
indemnify, make good, save and hold harmless Monsanto, its successors and
assigns, from and against any losses, damages, costs, charges, legal fees,
recoveries, action, judgments, penalties, expenses, or other loss whatsoever,
which may be obtained against, imposed upon or suffered by Monsanto, its
successors and assigns, by reason of the breach of any warranty, covenant,
agreement or representation herein made by the Company.
5. Until the happening of an Event of Default, as defined in the
Agreement, the Company may use the Collateral in any lawful manner not
inconsistent with the agreements herein.
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If the Company fails to do any act as herein required, Monsanto may,
without notice to or demand upon the Company, do such acts as it may deem
necessary to protect its security interest in the Collateral.
6. Upon the happening of an Event of Default, as defined in the
Agreement, Monsanto shall have the immediate right then or at any time
thereafter to exercise in respect of the Collateral and any other property then
constituting collateral hereunder, all of the rights, remedies and options of a
secured party under the Uniform Commercial Code of California, regardless of
whether such Code or law similar thereto is in force and effect in the
jurisdiction where such rights or remedies are asserted. Any requirement of said
Uniform Commercial Code for reasonable notice to the Company shall be met by
mailing written notice, first class, postage prepaid, to the Company at its
address then appearing in the agreement at least ten(10) days prior to the sale,
disposition or other event giving rise to the required notice.
7. This Security Agreement shall remain in effect until the liability
of the Company to Monsanto under the Agreement has been paid in full.
Upon termination of this Security Agreement, Monsanto shall deliver a
termination statement to the Company.
IN WITNESS WHEREOF, the parties have signed this Security Agreement as
of November 1, 1996.
Food Extrusion, Inc.
By /s/ Xxxxxx XxXxxx
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Monsanto Company
By /s/ Xxxxxxx Xxxxxxxxxx
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