Common use of Differential Adjustments Clause in Contracts

Differential Adjustments. (a) Pursuant to the procedures set forth in Schedule K hereto, ▇▇▇▇ shall determine for each month during the term hereof whether any adjustment to the Crude Differential is required. Promptly after ▇▇▇▇ has completed such calculation, it shall advise the Company in writing as to whether any Crude Differential adjustment is appropriate and if so the amount of such Crude Differential adjustments. Any such adjusted Crude Differential shall become applicable commencing with the month immediately following the month with respect to which such determination was made. (b) Promptly following each Differential Adjustment Month, ▇▇▇▇ shall review the realized sales data for such Differential Adjustment Month and calculate whether, based on such data, an adjustment to any of the Product Differentials is appropriate (or, in the case of an Interim Differential Adjustment Month, the Product Differentials identified by whichever Party provides notification thereof); provided that, if ▇▇▇▇ determines in its reasonable judgment that the data for such Differential Adjustment Month do not provide a representative basis for such determination (due to anomalies, distortions or other factors identified by ▇▇▇▇), then ▇▇▇▇ may, at its election, make such calculation based on data for the three calendar month period preceding the Differential Adjustment Month. Promptly after ▇▇▇▇ has completed such calculation, it shall advise the Company in writing as to whether any Product Differential adjustments are appropriate and if so the amounts of such Product Differential adjustments. Any such adjusted Product Differentials shall become applicable commencing with the month immediately following such Differential Adjustment Month. (c) For any month for which a Crude Differential adjustment is to be made pursuant to Section 7.4(a) or for any Differential Adjustment Month for which any Product Differential adjustments are to be made pursuant to Section 7.4(b), ▇▇▇▇ shall determine either the Product Differential Adjustment Settlement Amount or the Crude Differential Adjustment Settlement Amount and such amount shall be included in the Total Monthly Crude True-Up Amount (in the case of a Crude Differential Adjustment) or Aggregate Monthly Product True-Up Amount (in the case of a Product Differential Adjustment) that is incorporated into the Monthly True-Up Payment for such month or Differential Adjustment Month; provided that, in the case of an Interim Differential Adjustment Month, such determination shall be made only with respect to those Product Differentials identified in Aron’s notification to the Company relating to such Interim Differential Adjustment Month. (d) As used herein,

Differential Adjustments. Promptly following the twenty-fifth (a25th) Pursuant of each month (a “Scheduled Differential Adjustment Review Date”) and, if Macquarie (in its sole and absolute discretion) considers (after taking into account the then prevailing market conditions) that a further review is required prior to the procedures set forth in Schedule K hereto, ▇▇▇▇ shall determine for each month during the term hereof whether any adjustment to the Crude Differential is required. Promptly after ▇▇▇▇ has completed such calculation, it shall advise the Company in writing as to whether any Crude Differential adjustment is appropriate and if so the amount of such Crude Differential adjustments. Any such adjusted Crude Differential shall become applicable commencing with the month immediately following the month with respect to which such determination was made. (b) Promptly following each succeeding Scheduled Differential Adjustment MonthReview Date, ▇▇▇▇ on such other date as Macquarie may select for these purposes (an “Optional Differential Adjustment Review Date”), Macquarie shall review the realized sales data for such Differential Adjustment month and the immediately succeeding Delivery Month and calculate determine in consultation with the Company, and in good faith and in a commercially reasonable manner, whether, based on such data, an adjustment to any of the Permitted Feedstock or Renewable Product Differentials is appropriate (or, in so as to more closely approximate applicable market differentials for Permitted Feedstock or Renewable Product during that month and shall communicate such determinations to the case of an Interim Differential Adjustment Month, the Product Differentials identified by whichever Party provides notification thereof)Company; provided that, if ▇▇▇▇ Macquarie or the Company determines in its reasonable judgment that the data for such Differential Adjustment Month do months does not provide a representative basis for such determination (due to anomalies, distortions or other factors identified by ▇▇▇▇Macquarie), then ▇▇▇▇ maysuch Party shall propose an adjustment to the applicable Permitted Feedstock or Renewable Product Differentials. In the event that the Parties mutually agree to the proposed adjustments to the applicable Permitted Feedstock or Renewable Product Differentials, at its election, make such calculation based on data for the three calendar month period preceding the adjustments shall become effective (x) in respect of a Scheduled Differential Adjustment Month. Promptly after ▇▇▇▇ has completed such calculationReview Date, it shall advise the Company in writing as to whether any Product Differential adjustments are appropriate and if so the amounts of such Product Differential adjustments. Any such adjusted Product Differentials shall become applicable commencing with the month immediately following the month in which such Scheduled Differential Adjustment Month. Review Date occurred; and (cy) For any month for which a Crude Differential adjustment is to be made pursuant to Section 7.4(a) or for any in respect of an Optional Differential Adjustment Month Review Date, on the Business Day immediately following the date on which the Parties mutually agree to the proposed adjustments to the applicable Permitted Feedstock or Renewable Product Differentials (in each case, in accordance with this Section 8.4). In the event that no such mutual agreement is made, the relevant Permitted Feedstock or Renewable Product Differentials set forth on Schedule H will continue to apply, except in respect of the Differential for Soybean Oil, which any Product shall instead be equal to the average of, in respect of each of the five trading days preceding the Scheduled Differential adjustments are to be made pursuant to Section 7.4(b)Adjustment Review Date or the Optional Differential Adjustment Review Date, as the case may be, the J▇▇▇▇▇▇▇ RBD Soybean Oil Central Illinois futures price minus the J▇▇▇▇▇▇▇ Crude Degummed Soybean Oil CME Group futures price as of such day. Macquarie shall determine either the Product Differential Adjustment Settlement Amount or the Crude Differential Adjustment Settlement Amount and such amount shall be included in the Total Monthly Crude True-Up Amount (in the case of deliver a Crude Differential Adjustment) or Aggregate Monthly Product True-Up Amount (in the case of a Product Differential Adjustment) that is incorporated into the Monthly True-Up Payment for such month or Differential Adjustment Month; provided that, in the case of an Interim Differential Adjustment Month, such determination shall be made only with respect to those Product Differentials identified in Aron’s notification revised Schedule H to the Company relating to reflecting any such Interim Differential Adjustment Monthamended Differentials. (d) As used herein,