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<br />200705368 <br /> <br />jurisdiction, the invalidity of such term, covenant or condition will in no way affect any other <br />term, covenant or condition herein contained. <br /> <br />Section 12. Asshmment. <br /> <br />This Agreement will bind and inure to the benefit of the parties hereto and their <br />respective heirs, successors and assigns. Neither party will assign this Agreement without the <br />prior written consent of the other; provided that this A,b'Teement may be assigned as collateral <br />security to Pioneer Trail's lenders in connection with the financing of the Ethanol Facility and is <br />specifically made subject to the Consent dated September 25,2006 to which Cargill and Pioneer <br />Trail are parties. <br /> <br />Section 13. Governance. <br /> <br />This Agreement will be governed, construed and interpreted in accordance with the <br />domestic substantive laws of the state of Nebraska, without regard to its conflicts oflaws <br /> <br />provIsIOn. <br /> <br />Section 14. Notice. <br /> <br />Cargill and Pioneer Trail agree that notices and payments hereunder will be addressed in <br />the first instance to the following: <br /> <br />For Cargill: <br /> <br />Cargill, Incorporated <br />PO Box 460 <br />Shelton, NE 68876 <br />Loc: 19849 W Hwy 30 <br />Tel: 308-647-5141 <br />Fax: 308-647-5580 <br />Attn: FSG Manager <br /> <br />Pioneer Trail Energy, LLC <br />1801 Broadway, Suite 1060 <br />Denver, CO 80202 <br />Phone: 303-592-8110 <br />Fax: 303-592-8117 <br />Attn: Dan Simon <br /> <br />For Pioneer Trail: <br /> <br />Section 15. Termination. <br /> <br />This Agreement will continue until the date oftermination specified in Paragraph 2 <br />above, unless earlier terminated by written notice delivered by Pioneer Trail to Cargill. <br /> <br />6 <br />