THE TERMS AND CONDITIONS OF THE POLICY OR POLICIES, AND THE DATE ON
WHICH THE SAME EXPIRE.
12.5
WAIVER OF SUBROGATION.
UNITED AND ACSC HEREBY WAIVE SUBROGATION
RIGHTS AS TO THE OTHER PARTY WITH RESPECT TO ALL INSURANCE COVERAGES.
13.
ORDERS.
REGARDLESS OF FACTORY OR WAREHOUSE DESIGNATION, THE
PROCEEDS FROM SALES ORDERS SHALL BE CREDITED TO THE PRIMARY POOL FOR THE
APPROPRIATE FISCAL YEAR.
UNITED SHALL CONSIDER CAR LOADINGS, POINTS OF
DESTINATION, CAPACITY OF TANKS OR WAREHOUSES, SIZE OF INVENTORIES STORED
THEREIN, COSTS AND OTHER PERTINENT FACTORS IN SELECTING THE FACTORY, WAREHOUSE
OR WAREHOUSES FROM WHICH DELIVERY SHALL BE MADE.
14.
LOGISTICS FUNCTION.
UNITED SHALL BE RESPONSIBLE FOR PERFORMING
ALL NORMAL LOGISTICS FUNCTIONS RELATING TO THE SHIPMENT OF ALL PRODUCTS PRODUCED
AT ACSC'S PLANT.
DIRECT OR INDIRECT COSTS OF UNITED ASSOCIATED WITH THE
PERFORMANCE OF THE LOGISTICS FUNCTIONS RELATED TO PRODUCTS SHALL BE A MARKETING
EXPENSE OF THE PRIMARY POOL.
15.
INFORMATION FROM ACSC.
ACSC SHALL, WHENEVER REQUESTED BY UNITED,
FURNISH TO UNITED PRODUCTION AND RELATED STATISTICAL DATA FOR PRODUCTS PREPARED
ON A DAILY BASIS, AND SHALL MAKE ITS BOOKS AND RECORDS RELATED THERETO AVAILABLE
AT ALL REASONABLE TIMES FOR INSPECTION BY UNITED.
ACSC SHALL NOT BE REQUIRED TO
RELEASE INFORMATION CONCERNING ACSC'S PROPRIETARY PROCESSES OR COSTS (OTHER THAN
REIMBURSABLE ASSET COSTS AND OPERATING COSTS) WHICH COSTS SHALL BE PROVIDED IN
SUFFICIENT DETAIL TO SATISFY UNITED'S REASONABLE REQUIREMENTS IN CONNECTION WITH
THE REIMBURSEMENTS PROVIDED FOR IN SECTION 16 HEREOF, OR OTHER CONFIDENTIAL
FINANCIAL INFORMATION.
ACSC FURTHER AGREES, UPON REQUEST OF UNITED, TO FURNISH
UNITED WITH SAMPLES OF PRODUCTS FOR GRADING OR SELLING PURPOSES.
16.
POOL EXPENSES INCURRED BY ACSC.
16.1
ACSC SHALL BE REIMBURSED OUT OF THE PRIMARY POOL FOR ITS ASSETS
COSTS AND OPERATING COSTS; PROVIDED, HOWEVER, THAT STORAGE COSTS OF THICK JUICE
OR STANDARD LIQUOR FROM BEETS OR RAW CANE SUGAR REFINERY FEEDSTOCK SHALL ONLY BE
REIMBURSABLE PURSUANT TO THE STORAGE REIMBURSEMENT GUIDELINES SET FORTH IN
SCHEDULE C.
9
16.2
UNITED SHALL CREDIT ACSC FOR ITS ASSET COSTS AND OPERATING COSTS
WITHIN THIRTY (30) DAYS OF SUBMISSION OF ACSC'S WRITTEN COST BREAKDOWN.
IN THE
EVENT THERE IS A DISPUTE REGARDING THE AMOUNT OF SUCH REIMBURSEMENT, UNITED
SHALL CREDIT THE UNDISPUTED AMOUNT AND IF THE PARTIES ARE UNABLE TO RESOLVE THE
DISPUTED AMOUNTS WITHIN THIRTY (30) DAYS FROM THE DATE PAYMENT IS DUE, THE
CONTROVERSY SHALL BE RESOLVED IN THE MANNER PROVIDED IN SECTION 21 HEREOF.
16.3
ACSC SHALL, PRIOR TO THE CONSTRUCTION OR INSTALLATION OF ANY NEW
ASSETS TO BE CHARGED TO THE PRIMARY POOL, OBTAIN APPROVAL FROM UNITED FOR SUCH
CONSTRUCTION OR INSTALLATION.
17.
TERM OF AGREEMENT; TERMINATION.
17.1
TERM.
THE TERM OF THIS AGREEMENT SHALL COMMENCE ON THE DATE HEREOF
AND SHALL CONTINUE THROUGH AUGUST 31, 2008 (THE "INITIAL TERM") AND FROM FISCAL
YEAR TO FISCAL YEAR THEREAFTER (THE "RENEWAL TERMS") UNTIL TERMINATED AS
PROVIDED HEREIN. "TERM" MEANS THE INITIAL TERM AND ANY RENEWAL TERMS.
17.2
TERMINATION BY UNITED OR ACSC.
AFTER THE END OF THE INITIAL TERM,
EITHER UNITED OR ACSC HAS THE RIGHT