Common use of Operating Adjustments Clause in Contracts

Operating Adjustments. (a) ▇▇▇▇▇ R&M may modify the operations of the Ancillary Equipment or the ▇▇▇▇▇ Complex at its discretion so long as such modification does not (i) in any way impede production of the Required Product Mix, (ii) cause an increase in the reimbursable costs of the ▇▇▇▇▇ Company that are payable hereunder that is not offset by a corresponding increase in revenues under the Product Purchase Agreement, (iii) adversely affect the reliability of or the useful life of either the ▇▇▇▇▇ Complex or the Ancillary Equipment, or (iv) otherwise have a material adverse effect on the ▇▇▇▇▇ Company, the ▇▇▇▇▇ Complex, the Ancillary Equipment or the Refinery (including, without limitation, a material adverse effect on the ability of the ▇▇▇▇▇ Company to pay its Senior Debt Obligations when they become due and payable or to prepay Senior Debt in accordance with the Base Case Financial Model). (b) The ▇▇▇▇▇ Company and ▇▇▇▇▇ R&M agree to modify the Schedules when and to the extent necessary in connection with adjustments permitted by this Section 6.2. In the event of any such adjustments, ▇▇▇▇▇ R&M shall notify the ▇▇▇▇▇ Company as soon as reasonably possible, and the parties shall cooperate to effect the intent of this Section. (c) To the extent ▇▇▇▇▇ R&M determines, in its reasonable business judgment and in conformity with Prudent Industry Practices, that it is economically and technically prudent to process ▇▇▇▇▇ Company feedstreams through another ▇▇▇▇▇ R&M processing unit at the Refinery which has substantially the same processing capabilities as a unit comprising the Heavy Oil Processing Facility, ▇▇▇▇▇ R&M may substitute the processing capacity of such unit with the other ▇▇▇▇▇ R&M unit so long as (i) a substantially equivalent volume of ▇▇▇▇▇ R&M feedstreams are processed through the unit comprising the Ancillary Equipment, (ii) the ▇▇▇▇▇ Processing Fees shall be calculated as if the ▇▇▇▇▇ Company feedstreams were processed through the Heavy Oil Processing Facility unit, and (iii)▇▇▇▇▇ R&M believes in its reasonable good faith judgment that the result of such exchange of processing capacities will be to maximize the profitability of the Refinery as a whole in a manner (A) that is mutually beneficial to ▇▇▇▇▇ R&M and the ▇▇▇▇▇ Company and (B) that does not maximize the profitability of ▇▇▇▇▇ R&M at the expense of the ▇▇▇▇▇ Company. (d) To the extent that operational difficulties cause Actual Crude Capacity for any day to be less than Crude Design Capacity, ▇▇▇▇▇ R&M shall use commercially reasonable efforts to procure alternative ▇▇▇▇▇ feedstocks on behalf of itself and the ▇▇▇▇▇ Company in order operate the ▇▇▇▇▇ at Actual ▇▇▇▇▇ Capacity and preserve the relative processing capacities of ▇▇▇▇▇ R&M and the ▇▇▇▇▇ Company as would exist if the Ancillary Equipment were operating at Crude Design Capacity. In such event, the ▇▇▇▇▇ Company shall reimburse ▇▇▇▇▇ R&M for all Permitted Reimbursable Expenses incurred by ▇▇▇▇▇ R&M in procuring such feedstocks on behalf of the ▇▇▇▇▇ Company and the Excess ▇▇▇▇▇ Capacity for such day shall be deemed to equal the volume necessary to preserve the relative processing capacities of ▇▇▇▇▇ R&M and the ▇▇▇▇▇ Company as would exist if the Ancillary Equipment were operating at Crude Design Capacity. To the extent that such operating difficulties involve the Crude Unit, ▇▇▇▇▇ R&M shall use commercially reasonable efforts to procure alternative feedstocks for the other units comprising the Ancillary Equipment on behalf of itself and the ▇▇▇▇▇ Company in order operate such units at their actual capacities and preserve the relative processing capacities of ▇▇▇▇▇ R&M and the ▇▇▇▇▇ Company as would exist if the Crude Unit were operating at Crude Design Capacity. In such event, the ▇▇▇▇▇ Company shall reimburse ▇▇▇▇▇ R&M for all Permitted Reimbursable Expenses incurred by ▇▇▇▇▇ R&M in procuring such feedstocks on behalf of the ▇▇▇▇▇ Company and the capacity of such units available for processing ▇▇▇▇▇ R&M feedstreams pursuant to Section 3.5 hereof for such day shall be deemed to equal the volume necessary to preserve the relative processing capacities of ▇▇▇▇▇ R&M and the ▇▇▇▇▇ Company as would exist if the Crude Unit were operating at Crude Design Capacity.