SHALL FULFILL THE REQUESTS REGARDING ADDITIVES
AND LOAD TEMPERATURE AS SET OUT ON THE "SHIPPING/LOADOUT REQUEST" FORM SUPPLIED
BY REG MARKETING AND
7
COMPLETE THE LOADOUT INFORMATION FOR EACH LOAD OF BIODIESEL SHIPPED, ALL AS SET
OUT ON THE ATTACHED AS EXHIBIT D HERETO.
IF ANY CHANGES OCCUR IN THE APPLICABLE LAW PRIOR TO OR DURING THIS CONTRACT
PERIOD THAT WILL AFFECT THE AVAILABILITY OF THE BLENDER TAX CREDIT OF $1 PER
GALLON FOR BIODIESEL DELIVERED DURING THIS CONTRACT PERIOD, THEN REG MARKETING
MAY TERMINATE THIS AGREEMENT AT THEIR OPTION WITHOUT ANY FURTHER LIABILITY OR
OBLIGATION TO BLACKHAWK BIOFUELS OTHER THAN IN RESPECT TO AMOUNTS DUE FOR
LIABILITIES THAT HAVE ACCRUED PRIOR TO THE DATE OF SUCH TERMINATION.
22.
RINS AND BIODIESEL CERTIFICATES.
BLACKHAWK BIOFUELS AND REG
MARKETING SHALL COOPERATE WITH EACH OTHER TO GENERATE RENEWABLE IDENTIFICATION
NUMBERS (RINS) FOR THE GALLONS OF BIODIESEL PRODUCED PURSUANT TO THIS AGREEMENT,
WITH SUCH RINS TO BE THE PROPERTY OF REG MARKETING.
BLACKHAWK BIOFUELS AND REG
MARKETING SHALL ALSO COOPERATE WITH EACH OTHER TO ISSUE BIODIESEL CERTIFICATES
FOR THE BIODIESEL PRODUCED PURSUANT TO THIS AGREEMENT, WHICH CERTIFICATES SHALL
BE SUITABLE FOR REG MARKETING'S USE IN COLLECTING THE $1.00 PER GALLON BLENDER'S
TAX CREDIT.
FOR PURPOSES OF CLARITY, ALL GALLONS FOR THESE PURPOSES SHALL BE
CALCULATED ON A TEMPERATURE CORRECTED BASIS (AT 60° F).
23.
FORCE MAJEURE.
NEITHER PARTY HERETO SHALL BE LIABLE FOR ANY DELAY
ARISING FROM CIRCUMSTANCES BEYOND ITS CONTROL INCLUDING ACTS OF GOD, RIOT OR
CIVIL COMMOTION, INDUSTRIAL DISPUTE, FIRE, FLOOD, DROUGHT, ACT OF GOVERNMENT,
TERRORIST ACTS, WAR, OR SABOTAGE (EXCEPT FAILURES OR DELAYS RESULTING FROM A
LACK OF A PARTY'S FUNDS), PROVIDED THAT THE PARTY SEEKING TO BE EXCUSED SHALL
MAKE EVERY REASONABLE EFFORT TO MINIMIZE THE DELAY RESULTING THEREFROM AND SHALL
GIVE PROMPT WRITTEN NOTICE OF THE FORCE MAJEURE EVENT TO THE OTHER PARTY.
THE
OBLIGATIONS OF THE PARTY GIVING NOTICE, SO FAR AS THEY ARE AFFECTED BY THE FORCE
MAJEURE EVENT, WILL BE SUSPENDED DURING, BUT NOT LONGER THAN, THE CONTINUANCE OF
THE FORCE MAJEURE EVENT.
THE AFFECTED PARTY MUST ACT WITH COMMERCIALLY
REASONABLE DILIGENCE TO RESUME PERFORMANCE AND NOTIFY THE OTHER PARTY THAT THE
FORCE MAJEURE EVENT NO LONGER AFFECTS ITS ABILITY TO PERFORM UNDER THE
AGREEMENT.
24.
INDEPENDENT CONTRACTOR.
BLACKHAWK BIOFUELS IS ACTING HEREUNDER
AND ITS SERVICES ARE RENDERED TO REG MARKETING SOLELY AS AN INDEPENDENT
CONTRACTOR.
REG MARKETING IS NOT AUTHORIZED AND SHALL NOT CONTRACT ANY
OBLIGATIONS IN THE NAME OF BLACKHAWK BIOFUELS AS A RESULT OF THIS AGREEMENT (THE
PARTIES UNDERSTANDING THAT REG MARKETING MAY HAVE SUCH AUTHORITY AS MAY ARISE
FROM OTHER CONTRACTS ENTERED IN TO BY THE PARTIES, AND INCLUDING THAT MANAGEMENT
AND OPERATIONAL SERVICES AGREEMENT DATED AUGUST 22, 2006 ("MOSA")).
BLACKHAWK
BIOFUELS ACCEPTS FULL AND EXCLUSIVE LIABILITY FOR THE PAYMENT OF ANY AND ALL
CONTRIBUTIONS OR TAXES FOR UNEMPLOYMENT AND WORKERS' COMPENSATION INSURANCE, OLD
AGE RETIREMENT BENEFITS, PENSIONS AND ANNUITIES NOW OR HEREAFTER IMPOSED BY ANY
FEDERAL OR STATE GOVERNMENTAL AUTHORITY WHICH ARE MEASURED BY WAGES, SALARIES OR
OTHER REMUNERATION