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201400141
<br /> administrators and assigns (hereinafter "Cargill Releasees"), of and from all claims, debts,
<br /> damages, demands, actions, suits, arbitration proceedings, expenses, and liabilities whatsoever,
<br /> which the releasing party may have or hereafter claim to hold or possess against any Cargill
<br /> Releasees, concerning the Released Matter (specifically including all Existing Contracts and all
<br /> now existing or hereafter arising obligations thereunder) or in respect of the Credit Agreement,
<br /> the Consents, the Facilities, or in any manner or respect with regard to BEE Parties or the loans
<br /> to BFE Parties or Cargill's actions or inactions as relates to the BFE Parties or the loans to the
<br /> BFE Parties.
<br /> 5. Collateral Agent represents and warrants (i) that it has been appointed as attorney-
<br /> in-fact of BFE Parties as described in Recitals E and F above, for purposes of, among other
<br /> things, taking actions with respect to the Existing Contracts of the type contemplated herein and
<br /> by the transactions contemplated hereby, and it has full power and authority under the Deed in
<br /> Lieu Agreement and the Consents to execute and perform this Agreement, on its own behalf and
<br /> on behalf of the BFE Parties as attorney-in-fact of the BFE Parties, and (ii) that this Agreement,
<br /> the Deed in Lieu Agreement and the Consent constitute the legal, valid and binding obligations
<br /> of Collateral Agent and Administrative Agent, enforceable against Collateral Agent and
<br /> Administrative Agent in accordance with their respective terms, except to the extent limited by
<br /> bankruptcy, reorganization or other laws of general application relating to or affecting the
<br /> enforcement of creditors' rights.
<br /> 6. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
<br /> ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
<br /> REGARD TO THE CONFLICT OF LAW RULES THEREOF (OTHER TITAN
<br /> SECTION 5-1401 OF TnE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF
<br /> THE PARTIES HERETO, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
<br /> WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING
<br /> ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS AGREEMENT
<br /> AND ANY OTHER TRANSACTION CONTEMPLATED HEREBY. THIS WAIVER
<br /> APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN
<br /> TORT, CONTRACT OR OTHERWISE.
<br /> 7. This Agreement shall be binding upon and inure to the benefit of the parties
<br /> hereto, and their respective successors and permitted assigns.
<br /> 8. This Agreement contains the entire understanding and agreement of the parties
<br /> hereto in respect of the subject matter hereof and supersedes all prior representations, warranties,
<br /> agreements and understandings. No provision of this Agreement may he changed, discharged,
<br /> supplemented, terminated or waived except in a writing signed by BFE Parties, Cargill Parties
<br /> and Administrative Agent. The provisions of this Agreement arc intended to be severable. If any
<br /> provision of this Agreement shall be held invalid or unenforceable in whole or in part in any
<br /> jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such
<br /> invalidity or enforceability without in any manner affecting the validity or enforceability of such
<br /> provision in any other jurisdiction or the remaining provisions of this Agreement in any
<br /> jurisdiction. Time is of the essence in this Agreement. This Agreement may be executed in one
<br /> or more counterparts, each of which shall be deemed an original and all of which together shall
<br /> constitute one and the same document.
<br /> (4194096)
<br /> 4828-8864-8727.4
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