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<br />200705368
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<br />The certificates of Commercial General Liability insurance will provide that Cargill will
<br />be given not less than thirty (30) days written notice before cancellation or any material change
<br />in the insurance. The insurance coverage will be written on an occurrence rather than on a
<br />claims made basis, will be written by carriers reasonably satisfactory to Cargill, and will remain
<br />in effect during the term of this Agreement. All policies will name Cargill as an additional
<br />insured except on Workers' Compensation and Employers' Liability policies.
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<br />Section 8.
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<br />Indemnification.
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<br />Pioneer Trail agrees to indemnify, defend and hold harmless Cargill, its successors and
<br />assigns, and its employees, agents, directors, officers, representatives and affiliates from all
<br />losses, liabilities, damages, claims, suits, fines, penalties, costs or expenses (including but not
<br />limited to attorneys' fees), or injuries to any persons or property (collectively "Losses") arising
<br />out of or resulting from (except to the extent any such Losses result from the gross negligence or
<br />willful misconduct of Cargill): (i) the acts or omissions of Pioneer Trail, its agents, employees,
<br />representatives, contractors, guests and invitees; (ii) the use of, occupancy, and/or presence upon
<br />the Premises by Pioneer Trail, its agents, employees, representatives, contractors, guests and
<br />invitees; and/or (iii) the breach by Pioneer Trail of any obligation or covenant contained in this
<br />Agreement. Pioneer Trail's obligations under this indemnification provision will survive the
<br />termination of this Agreement.
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<br />Section 9.
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<br />Disclaimer.
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<br />Pioneer Trail agrees that Cargill will not be responsible for any loss or theft of, or
<br />damage to, any parts, equipment or other property stored or left on the Premises by Pioneer Trail,
<br />its agents, employees, representatives, contractors and invitees, and will not be responsible for
<br />any loss or theft of, or damage to, any parts, equipment or other property moved and placed in
<br />storage by Cargill pursuant to Paragraph 15. Pioneer Trail further agrees that Cargill will not be
<br />responsible for any loss or injury to life or person suffered by Pioneer Trail, its employees,
<br />agents, representatives, contractors, guests and invitees while on or about the Premises (except to
<br />the extent any loss or injury results from the gross negligence or willful misconduct of Cargill),
<br />AND AGREES THAT THEIR ACCESS, USE AND OCCUPANCY OF THE PREMISES IS
<br />ON AN "AS IS", "WHERE IS" AND "WITH ALL FAULTS" BASIS. CARGILL MAKES NO
<br />WARRANTIES OR REPRESENTATIONS AS TO THE CONDITION OF THE PREMISES.
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