TIME AS
THE CO-PRODUCTS ARE TURNED OVER TO A COMMON CARRIER FOR DELIVERY TO MIDWEST OR
TO THE PURCHASER, PROCESSOR COVENANTS AND AGREES, AT ITS SOLE COST AND AT ALL
TIMES DURING THE TERM OF THIS AGREEMENT, TO MAINTAIN IN FORCE AN INSURANCE
POLICY OR POLICIES COVERING LOSS, THEFT OR DAMAGE TO THE CO-PRODUCTS FROM ANY
CAUSE WHATSOEVER, IN AMOUNTS NOT LESS THAN THE FULL INSURABLE VALUE THEREOF, AND
PRODUCT LIABILITY INSURANCE IN AMOUNTS REQUIRED BY MIDWEST FROM TIME TO TIME,
WHICH PRODUCT LIABILITY INSURANCE SHALL NAME MIDWEST AS AN ADDITIONAL OR NAMED
INSURED.
SAID POLICIES SHALL BE TAKEN OUT WITH RESPONSIBLE INSURANCE COMPANIES,
AND SHALL NOT BE CANCELED OR ALTERED WITHOUT TEN DAYS' WRITTEN NOTICE TO
MIDWEST.
PROCESSOR SHALL FURNISH MIDWEST WITH CERTIFICATES OF INSURANCE,
TOGETHER WITH A SUMMARY OF THE TERMS AND CONDITIONS OF THE POLICY OR POLICIES,
AND THE DATE ON WHICH THEY EXPIRE.
From the time of the delivery of the Co-Products to a common carrier at the
various PROCESSOR facilities, MIDWEST shall, to the extent not already covered
by existing PROCESSOR insurance policies, maintain in force an insurance policy
or policies covering product liability and loss, theft or damage to the
Co-Products in amounts not less than the full insurable value of the
Co-Products.
Premiums paid for any such insurance shall be a pool expense under
Section 5 of the Agreement.
10.
LOGISTICS FUNCTION.
MIDWEST SHALL BE RESPONSIBLE FOR PERFORMING
ALL NORMAL LOGISTICS FUNCTIONS RELATING TO THE SHIPMENT OF CO-PRODUCTS FROM
PROCESSOR'S PLANTS.
MIDWEST SHALL USE ITS BUSINESS JUDGMENT IN DETERMINING THE
FACTORY, WAREHOUSE, MEMBER, OR PATRON FROM WHICH TO DRAW PRODUCT, CONSIDERING
SUCH FACTORS AS, BUT NOT LIMITED TO, CAR LOADINGS, POINTS OF DESTINATION,
CAPACITY OF TANKS OR WAREHOUSES, AND SIZE OF INVENTORIES STORED THEREIN.
DIRECT
OR INDIRECT COSTS OF MIDWEST ASSOCIATED WITH THE PERFORMANCE OF THE LOGISTICS
FUNCTION SHALL BE ALLOCATED TO PROCESSOR IN ACCORDANCE WITH SECTION 5 OF THIS
AGREEMENT.
11.
INFORMATION FROM PROCESSOR.
PROCESSOR SHALL, WHENEVER REQUESTED BY
MIDWEST, FURNISH MIDWEST PRODUCT PRODUCTION AND RELATED STATISTICAL DATA RELATED
TO THE CO-PRODUCTS, AND SHALL MAKE ITS BOOKS AND RECORDS RELATED TO THE
CO-PRODUCTS AND STATISTICS AVAILABLE AT ALL REASONABLE TIMES FOR INSPECTION BY
MIDWEST.
PROCESSOR FURTHER AGREES, UPON REQUEST OF MIDWEST, TO FURNISH MIDWEST
WITH SAMPLES OF THE CO-PRODUCTS FOR GRADING OR SELLING PURPOSES.
MIDWEST SHALL
FURNISH MONTHLY PERFORMANCE REPORTS OF SALES AND OPERATING COSTS AGAINST BUDGET
NO LATER THAN 15 WORKING DAYS FROM THE END OF THE MONTH.
12.
SALES PROMOTION.
MIDWEST AGREES TO DO ANY AND ALL THINGS
REASONABLY NECESSARY AND PROPER TO STIMULATE DEMAND FOR THE CO-PRODUCTS IN
EFFORTS TO IMPROVE THE MARKETS AND PROCEEDS RELATED THERETO.
13.
TERM OF AGREEMENT:
TERMINATION.
(A)
TERM.
THE TERM OF THIS AGREEMENT SHALL BE FOR 2 (TWO) CONSECUTIVE
CROP YEARS COMMENCING ON SEPTEMBER 1, 2001 AND CONTINUING THROUGH AUGUST 31,
2003 (THE "INITIAL TERM") AND FROM YEAR TO YEAR THEREAFTER UNTIL TERMINATED AS
PROVIDED HEREIN.
(B)
TERMINATION.
EITHER PARTY HAS THE RIGHT TO TERMINATE THIS
AGREEMENT AT THE END OF THE INITIAL