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stockholders and/or directors) shall not be liable to Owners, or airy of them, for
any act done or omitted to be done in the performance of any of the provisions of
this agreement, except in the instance of an act of bad faith,'~gross negligence
or wilful misconduct. Operator shall not be liable to Owners for an}r failure to
perform or for.any loss caused by strikes, riots, fires or tornadoes, frost, floods,
Acts of C~ui, inability to obtain labor, materials or facilities, or any other cause,
whether of like character or not, beyond the control of Operator, which the exercise
of reasonable diligence could not avoid. Provided, further, that operator shall
act in accordance with the principles of agency as enunciated in Restatement of
Laws, Agency 2nd Ed., Sections 379, 393.
6. The Operator may borrow funds from commercial hanks or other lending
institutions, including Production Credit Association for the following purposes:
(a) To finance the purchase of necessary equipment and to
-construct necessary barns and other structures and for such purpose
may pledge or encumber such equipment, buildings and the like as
security for such loans.
(b) To finance production costs on each owners respective blocks.
For this purpose the Operator shall be authorized subject to owner's
approval to pledge fruit income to secure any such loans including fruit in
existence on the tree or fruit which has been delivered to processors pursuant
to participation plans.
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7. All costs, expenses and liabilities accruing or resulting from the
~ operation of the Grove (and of the Common Property) pursuant to this Agreement
shall be shared borne and aid b the Owners and each of them in the r rtion
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each Owner's blocks bear to the total number o~ blocks in the Grove.
As more specifically set forth in Paragraph 8(a) hereof, each Owner
agrees to pay promptly, u}~on call, to Operator his aliquot share of all costs,
expenses and liabilities accruing or resulting from the maintenance and operation
of the Grove (and the Common Property).
(a) This is intended to cover costs and expenses such as labor, hus-
bandry, taxes, assessments, insurance, water control methods; Reservoir mortgage
payments and maintenance costs, routine legal and accounting fees, office
costs and overhead, material and equipment purchase and rental, maintenance
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