Common use of Excess Inventory Levels Clause in Contracts

Excess Inventory Levels. 6.4.1 If DCR intends to designate an Excess Inventory Level for any whole or partial month for any Product Group, then DCR shall use commercially reasonable efforts to notify Xxxx of DCR’s intention prior to the Target Cutoff Date for such whole or partial month. If DCR fails to provide such notice in a timely manner, it shall not be entitled for that whole or partial month to designate an Excess Inventory Level for the relevant Product Group and Sections 6.4.4 and 6.4.5 shall apply. 6.4.2 If, pursuant to Section 6.4.1, DCR provides timely notice of its intention to designate an Excess Inventory Level for a Product Group, then Xxxx shall promptly advise DCR whether Xxxx accepts such Excess Inventory Level (in which case Section 6.4.3 shall apply) or rejects such Excess Inventory Level (in which case Section 6.4.4 and 6.4.5 shall apply). 6.4.3 If Xxxx accepts an Excess Inventory Level for any whole or partial month, then, for all purposes of this Agreement, such Excess Inventory Level shall constitute the Maximum Inventory for the relevant Product Group for such whole or partial month; provided that such Excess Inventory Level shall not apply to any other whole or partial month unless expressly accepted by Xxxx for such other whole or partial month as contemplated by Section 6.4.2. 6.4.4 If Xxxx rejects an Excess Inventory Level for any whole or partial month or DCR fails to provide notice to Xxxx of its intention to designate an Excess Inventory Level in a timely manner for any whole or partial month, then the following provisions shall apply: (i) The Maximum Inventory for such whole or partial month shall remain at the level set forth on Schedule E and the Target Product Inventory for the relevant Product Group for such whole or partial month shall be equal to no more than the Maximum Inventory. (ii) Prior to the commencement of such whole or partial month, DCR shall, to the extent practicable and commercially reasonable, identify those Tanks that it will, during such whole or partial month, use to hold and isolate any Excess Quantities. In doing so, to the extent practicable and commercially reasonable, DCR will endeavor to use smaller capacity Tanks before larger capacity Tanks to facilitate the segregation of such Excess Quantities from the Xxxx Inventory. Prior to the commencement of such whole or partial month, DCR shall provide Xxxx with notice of the Tanks it intends to use for such purposes. (iii) To the extent that DCR is able to store Excess Quantities in one or more Tanks so that none of the Xxxx Inventory is commingled in such Tanks, then DCR shall be entitled during the relevant whole or partial month, but only so long as such Excess Quantities are not commingled with Xxxx Inventory, to include such Excess Quantities in the borrowing base under its Revolving Credit Agreement and to permit the lenders thereunder to have a Lien on such Excess Quantities; provided that DCR shall have implemented reasonable arrangements with such lenders to specifically identify such Tanks to them for the foregoing purposes (which arrangements shall be disclosed to Xxxx). (iv) To the extent that DCR is unable to store all Excess Quantities on a segregated basis as contemplated by clause (iii) above, the portion of such Excess Quantities not so segregated (the “Commingled Quantities”) may, during the relevant whole or partial month, be held on a commingled basis in Tanks that hold Xxxx Inventory subject to the following additional terms and conditions: (a) DCR shall identify to Xxxx which Tanks holding Xxxx Inventory will also hold Commingled Quantities; and (b) DCR shall, to the extent practicable and commercially reasonable, endeavor to use smaller capacity Tanks before larger capacity Tanks to hold Commingled Quantities. 6.4.5 In the event that DCR determines, in its reasonable discretion, that it does not wish to designate an Excess Inventory Level for a particular Product Group (or the applicable time for such designation pursuant to Section 6.4.1 has passed) during a whole or partial month and that the Maximum Inventory for such whole or partial month would otherwise be exceeded, then the following provisions shall apply: (i) Prior to exceeding the Maximum Inventory for such whole or partial month, DCR may, to the extent practicable and commercially reasonable, identify those Tanks that it reasonably expects would, during such whole or partial month, hold any Excess Quantities of the relevant Product Group; and (ii) To avoid exceeding such Maximum Inventory, DCR may designate one or more of such affected Tanks and purchase from Xxxx pursuant to Section 6.2 all Xxxx Inventory located in one or more such affected Tanks so that the Xxxx Inventory would not exceed the Maximum Inventory for the relevant Product Group for such whole or partial month, after giving effect to such purchase, at a price equal to the product of (a) the volume of the Xxxx Inventory located in such Tank and (b) the Product Benchmark for the applicable Product Group, and, after such purchase, such affected Tanks shall no longer constitute Included Locations for purposes hereof unless and until DCR determines, in its reasonable discretion, that DCR can sell the Products located in such affected Tanks to Xxxx pursuant to Section 6.2 at the applicable prices established pursuant to Section 12.1 and as further adjusted pursuant to Section 12.5 without exceeding the applicable Maximum Inventory and DCR notifies Xxxx of the same, upon which notice and sale the Tanks shall thereafter again constitute Included Locations for all purposes hereof.

Excess Inventory Levels. 6.4.1 If DCR PRC intends to designate an Excess Inventory Level for any whole or partial month for any Product Group, then DCR PRC shall use commercially reasonable efforts to notify Xxxx of DCRPRC’s intention prior to the Target Cutoff Date for such whole or partial month. If DCR PRC fails to provide such notice in a timely manner, it shall not be entitled for that whole or partial month to designate an Excess Inventory Level for the relevant Product Group and Sections 6.4.4 and 6.4.5 shall apply. 6.4.2 If, pursuant to Section 6.4.1, DCR PRC provides timely notice of its intention to designate an Excess Inventory Level for a Product Group, then Xxxx shall promptly advise DCR PRC whether Xxxx accepts such Excess Inventory Level (in which case Section 6.4.3 shall apply) or rejects such Excess Inventory Level (in which case Section 6.4.4 and 6.4.5 shall apply). 6.4.3 If Xxxx accepts an Excess Inventory Level for any whole or partial month, then, for all purposes of this Agreement, such Excess Inventory Level shall constitute the Maximum Inventory for the relevant Product Group for such whole or partial month; provided that such Excess Inventory Level shall not apply to any other whole or partial month unless expressly accepted by Xxxx for such other whole or partial month as contemplated by Section 6.4.2. 6.4.4 If Xxxx rejects an Excess Inventory Level for any whole or partial month or DCR PRC fails to provide notice to Xxxx of its intention to designate an Excess Inventory Level in a timely manner for any whole or partial month, then the following provisions shall apply: (i) The Maximum Inventory for such whole or partial month shall remain at the level set forth on Schedule E and the Target Product Inventory for the relevant Product Group for such whole or partial month shall be equal to no more than the Maximum Inventory. (ii) Prior to the commencement of such whole or partial month, DCR PRC shall, to the extent practicable and commercially reasonable, identify those Tanks that it will, during such whole or partial month, use to hold and isolate any Excess Quantities. In doing so, to the extent practicable and commercially reasonable, DCR PRC will endeavor to use smaller capacity Tanks before larger capacity Tanks to facilitate the segregation of such Excess Quantities from the Xxxx Inventory. Prior to the commencement of such whole or partial month, DCR PRC shall provide Xxxx with notice of the Tanks it intends to use for such purposes. (iii) To the extent that DCR PRC is able to store Excess Quantities in one or more Tanks so that none of the Xxxx Inventory is commingled in such Tanks, then DCR PRC shall be entitled during the relevant whole or partial month, but only so long as such Excess Quantities are not commingled with Xxxx Inventory, to include such Excess Quantities in the borrowing base under its Revolving Credit Agreement and to permit the lenders thereunder to have a Lien on such Excess Quantities; provided that DCR PRC shall have implemented reasonable arrangements with such lenders to specifically identify such Tanks to them for the foregoing purposes (which arrangements shall be disclosed to Xxxx). (iv) To the extent that DCR PRC is unable to store all Excess Quantities on a segregated basis as contemplated by clause (iii) above, the portion of such Excess Quantities not so segregated (the “Commingled Quantities”) may, during the relevant whole or partial month, be held on a commingled basis in Tanks that hold Xxxx Inventory subject to the following additional terms and conditions: (a) DCR PRC shall identify to Xxxx which Tanks holding Xxxx Inventory will also hold Commingled Quantities; and (b) DCR PRC shall, to the extent practicable and commercially reasonable, endeavor to use smaller capacity Tanks before larger capacity Tanks to hold Commingled Quantities. 6.4.5 In the event that DCR PRC determines, in its reasonable discretion, that it does not wish to designate an Excess Inventory Level for a particular Product Group (or the applicable time for such designation pursuant to Section 6.4.1 has passed) during a whole or partial month and that the Maximum Inventory for such whole or partial month would otherwise be exceeded, then the following provisions shall apply: (i) Prior to exceeding the Maximum Inventory for such whole or partial month, DCR PRC may, to the extent practicable and commercially reasonable, identify those Tanks that it reasonably expects would, during such whole or partial month, hold any Excess Quantities of the relevant Product Group; and (ii) To avoid exceeding such Maximum Inventory, DCR PRC may designate one or more of such affected Tanks and purchase from Xxxx pursuant to Section 6.2 all Xxxx Inventory located in one or more such affected Tanks so that the Xxxx Inventory would not exceed the Maximum Inventory for the relevant Product Group for such whole or partial month, after giving effect to such purchase, at a price equal to the product of (a) the volume of the Xxxx Inventory located in such Tank and (b) the Product Benchmark for the applicable Product Group, and, after such purchase, such affected Tanks shall no longer constitute Included Locations for purposes hereof unless and until DCR PRC determines, in its reasonable discretion, that DCR PRC can sell the Products located in such affected Tanks to Xxxx pursuant to Section 6.2 at the applicable prices established pursuant to Section 12.1 and as further adjusted pursuant to Section 12.5 without exceeding the applicable Maximum Inventory and DCR PRC notifies Xxxx of the same, upon which notice and sale the Tanks shall thereafter again constitute Included Locations for all purposes hereof.

Excess Inventory Levels. 6.4.1 If DCR any Transaction Entity intends to designate an Excess Inventory Level for any whole or partial month for any Product Group, then DCR such Transaction Entity shall use commercially reasonable efforts to notify Xxxx of DCRsuch Transaction Entity’s intention prior to the Target Cutoff Date for such whole or partial month. If DCR such Transaction Entity fails to provide such notice in a timely manner, it shall not be entitled for that whole or partial month to designate an Excess Inventory Level for the relevant Product Group and Sections Section 6.4.4 and 6.4.5 shall apply. 6.4.2 If, pursuant to Section 6.4.1, DCR a Transaction Entity provides timely notice of its intention to designate an Excess Inventory Level for a Product Group, then Xxxx shall promptly advise DCR such Transaction Entity whether Xxxx accepts such Excess Inventory Level (in which case Section 6.4.3 shall apply) or rejects such Excess Inventory Level (in which case Section 6.4.4 and 6.4.5 shall apply). 6.4.3 If Xxxx accepts an Excess Inventory Level for any whole or partial month, then, for all purposes of this Agreement, such Excess Inventory Level shall constitute the Maximum Inventory for the relevant Product Group for such whole or partial month; provided that such Excess Inventory Level shall not apply to any other whole or partial month unless expressly accepted by Xxxx for such other whole or partial month as contemplated by Section 6.4.2. 6.4.4 If Xxxx rejects an Excess Inventory Level for any whole or partial month or DCR fails to provide notice to Xxxx month, then, for all purposes of its intention to designate an this Agreement, such Excess Inventory Level Level, in a timely manner Aron’s discretion, will not be required to be purchased and paid for any whole or partial monthby Xxxx under this Agreement, then the following provisions notwithstanding being held at an Included Location. The Parties acknowledge and agree that Xxxx shall apply: (i) The Maximum Inventory for such whole or partial month shall remain at the level set forth on Schedule E and the Target Product Inventory for the relevant Product Group for such whole or partial month shall be equal have title to no more than the Maximum Inventory. (ii) Prior to the commencement of such whole or partial month, DCR shall, to the extent practicable and commercially reasonable, identify those Tanks that it will, during such whole or partial month, use to hold and isolate any Excess Quantities. In doing so, to the extent practicable and commercially reasonable, DCR will endeavor to use smaller capacity Tanks before larger capacity Tanks to facilitate the segregation of such Excess Quantities from the Xxxx Inventory. Prior to the commencement of such whole or partial month, DCR shall provide Xxxx with notice of the Tanks it intends to use for such purposes. (iii) To the extent held in any Included Location that DCR is able to store Excess Quantities in one or more Tanks so that none of the holds Xxxx Inventory is commingled in such Tanks, then DCR irrespective of whether Xxxx shall be entitled during the relevant whole or partial month, but only so long as such Excess Quantities are not commingled with Xxxx Inventory, to include such Excess Quantities in the borrowing base under its Revolving Credit Agreement and to permit the lenders thereunder to have a Lien on paid for such Excess Quantities; provided that DCR shall have implemented reasonable arrangements with such lenders to specifically identify such Tanks to them for the foregoing purposes (which arrangements shall be disclosed to Xxxx). (iv) To the extent that DCR is unable to store all Excess Quantities on a segregated basis as contemplated by clause (iii) above, the portion of such Excess Quantities not so segregated (the “Commingled Quantities”) may, during the relevant whole or partial month, be held on a commingled basis in Tanks that hold Xxxx Inventory subject to the following additional terms and conditions: (a) DCR shall identify to Xxxx which Tanks holding Xxxx Inventory will also hold Commingled Quantities; and (b) DCR shall, to the extent practicable and commercially reasonable, endeavor to use smaller capacity Tanks before larger capacity Tanks to hold Commingled Quantities. 6.4.5 In the event that DCR determines, in its reasonable discretion, that it does not wish to designate an Excess Inventory Level for a particular Product Group (or the applicable time for such designation pursuant to Section 6.4.1 has passed) during a whole or partial month and that the Maximum Inventory for such whole or partial month would otherwise be exceeded, then the following provisions shall apply: (i) Prior to exceeding the Maximum Inventory for such whole or partial month, DCR may, to the extent practicable and commercially reasonable, identify those Tanks that it reasonably expects would, during such whole or partial month, hold any Excess Quantities of the relevant Product Group; and (ii) To avoid exceeding such Maximum Inventory, DCR may designate one or more of such affected Tanks and purchase from Xxxx pursuant to Section 6.2 all Xxxx Inventory located in one or more such affected Tanks so that the Xxxx Inventory would not exceed the Maximum Inventory for the relevant Product Group for such whole or partial month, after giving effect to such purchase, at a price equal to the product of (a) the volume of the Xxxx Inventory located in such Tank and (b) the Product Benchmark for the applicable Product Group, and, after such purchase, such affected Tanks shall no longer constitute Included Locations for purposes hereof unless and until DCR determines, in its reasonable discretion, that DCR can sell the Products located in such affected Tanks to Xxxx pursuant to Section 6.2 at the applicable prices established pursuant to Section 12.1 and as further adjusted pursuant to Section 12.5 without exceeding the applicable Maximum Inventory and DCR notifies Xxxx of the same, upon which notice and sale the Tanks shall thereafter again constitute Included Locations for all purposes hereof.

Excess Inventory Levels. 6.4.1 If DCR any Transaction Entity intends to designate an Excess Inventory Level for any whole or partial month for any Product Group, then DCR such Transaction Entity shall use commercially reasonable efforts to notify Xxxx of DCRsuch Transaction Entity’s intention prior to the Target Cutoff Date for such whole or partial month. If DCR such Transaction Entity fails to provide such notice in a timely manner, it shall not be entitled for that whole or partial month to designate an Excess Inventory Level for the relevant Product Group and Sections Section 6.4.4 and 6.4.5 shall apply. 6.4.2 If, pursuant to Section 6.4.1, DCR a Transaction Entity provides timely notice of its intention to designate an Excess Inventory Level for a Product Group, then Xxxx shall promptly advise DCR such Transaction Entity whether Xxxx accepts such Excess Inventory Level (in which case Section 6.4.3 shall apply) or rejects such Excess Inventory Level (in which case Section 6.4.4 and 6.4.5 shall apply). 6.4.3 If Xxxx accepts an Excess Inventory Level for any whole or partial month, then, for all purposes of this Agreement, such Excess Inventory Level shall constitute the Maximum Inventory for the relevant Product Group for such whole or partial month; provided that such Excess Inventory Level shall not apply to any other whole or partial month unless expressly accepted by Xxxx for such other whole or partial month as contemplated by Section 6.4.2. 6.4.4 If Xxxx rejects an Excess Inventory Level for any whole or partial month or DCR fails to provide notice to Xxxx month, then, for all purposes of its intention to designate an this Agreement, such Excess Inventory Level Level, in a timely manner Xxxx’x discretion, will not be required to be purchased and paid for any whole or partial monthby Xxxx under this Agreement, then the following provisions notwithstanding being held at an Included Location. The Parties acknowledge and agree that Xxxx shall apply: (i) The Maximum Inventory for such whole or partial month shall remain at the level set forth on Schedule E and the Target Product Inventory for the relevant Product Group for such whole or partial month shall be equal have title to no more than the Maximum Inventory. (ii) Prior to the commencement of such whole or partial month, DCR shall, to the extent practicable and commercially reasonable, identify those Tanks that it will, during such whole or partial month, use to hold and isolate any Excess Quantities. In doing so, to the extent practicable and commercially reasonable, DCR will endeavor to use smaller capacity Tanks before larger capacity Tanks to facilitate the segregation of such Excess Quantities from the Xxxx Inventory. Prior to the commencement of such whole or partial month, DCR shall provide Xxxx with notice of the Tanks it intends to use for such purposes. (iii) To the extent held in any Included Location that DCR is able to store Excess Quantities in one or more Tanks so that none of the holds Xxxx Inventory is commingled in such Tanks, then DCR irrespective of whether Xxxx shall be entitled during the relevant whole or partial month, but only so long as such Excess Quantities are not commingled with Xxxx Inventory, to include such Excess Quantities in the borrowing base under its Revolving Credit Agreement and to permit the lenders thereunder to have a Lien on paid for such Excess Quantities; provided that DCR shall have implemented reasonable arrangements with such lenders to specifically identify such Tanks to them for the foregoing purposes (which arrangements shall be disclosed to Xxxx). (iv) To the extent that DCR is unable to store all Excess Quantities on a segregated basis as contemplated by clause (iii) above, the portion of such Excess Quantities not so segregated (the “Commingled Quantities”) may, during the relevant whole or partial month, be held on a commingled basis in Tanks that hold Xxxx Inventory subject to the following additional terms and conditions: (a) DCR shall identify to Xxxx which Tanks holding Xxxx Inventory will also hold Commingled Quantities; and (b) DCR shall, to the extent practicable and commercially reasonable, endeavor to use smaller capacity Tanks before larger capacity Tanks to hold Commingled Quantities. 6.4.5 In the event that DCR determines, in its reasonable discretion, that it does not wish to designate an Excess Inventory Level for a particular Product Group (or the applicable time for such designation pursuant to Section 6.4.1 has passed) during a whole or partial month and that the Maximum Inventory for such whole or partial month would otherwise be exceeded, then the following provisions shall apply: (i) Prior to exceeding the Maximum Inventory for such whole or partial month, DCR may, to the extent practicable and commercially reasonable, identify those Tanks that it reasonably expects would, during such whole or partial month, hold any Excess Quantities of the relevant Product Group; and (ii) To avoid exceeding such Maximum Inventory, DCR may designate one or more of such affected Tanks and purchase from Xxxx pursuant to Section 6.2 all Xxxx Inventory located in one or more such affected Tanks so that the Xxxx Inventory would not exceed the Maximum Inventory for the relevant Product Group for such whole or partial month, after giving effect to such purchase, at a price equal to the product of (a) the volume of the Xxxx Inventory located in such Tank and (b) the Product Benchmark for the applicable Product Group, and, after such purchase, such affected Tanks shall no longer constitute Included Locations for purposes hereof unless and until DCR determines, in its reasonable discretion, that DCR can sell the Products located in such affected Tanks to Xxxx pursuant to Section 6.2 at the applicable prices established pursuant to Section 12.1 and as further adjusted pursuant to Section 12.5 without exceeding the applicable Maximum Inventory and DCR notifies Xxxx of the same, upon which notice and sale the Tanks shall thereafter again constitute Included Locations for all purposes hereof.

Excess Inventory Levels. 6.4.1 If DCR intends to designate an Excess Inventory Level for any whole or partial month for any Product Group, then DCR shall use commercially ny-1664023 reasonable efforts to notify Xxxx of DCR’s intention prior to the Target Cutoff Date for such whole or partial month. If DCR fails to provide such notice in a timely manner, it shall not be entitled for that whole or partial month to designate an Excess Inventory Level for the relevant Product Group and Sections 6.4.4 and 6.4.5 shall apply. 6.4.2 If, pursuant to Section 6.4.1, DCR provides timely notice of its intention to designate an Excess Inventory Level for a Product Group, then Xxxx shall promptly advise DCR whether Xxxx accepts such Excess Inventory Level (in which case Section 6.4.3 shall apply) or rejects such Excess Inventory Level (in which case Section 6.4.4 and 6.4.5 shall apply). 6.4.3 If Xxxx accepts an Excess Inventory Level for any whole or partial month, then, for all purposes of this Agreement, such Excess Inventory Level shall constitute the Maximum Inventory for the relevant Product Group for such whole or partial month; provided that such Excess Inventory Level shall not apply to any other whole or partial month unless expressly accepted by Xxxx for such other whole or partial month as contemplated by Section 6.4.2. 6.4.4 If Xxxx rejects an Excess Inventory Level for any whole or partial month or DCR fails to provide notice to Xxxx of its intention to designate an Excess Inventory Level in a timely manner for any whole or partial month, then the following provisions shall apply: (i) The Maximum Inventory for such whole or partial month shall remain at the level set forth on Schedule E and the Target Product Inventory for the relevant Product Group for such whole or partial month shall be equal to no more than the Maximum Inventory. (ii) Prior to the commencement of such whole or partial month, DCR shall, to the extent practicable and commercially reasonable, identify those Tanks that it will, during such whole or partial month, use to hold and isolate any Excess Quantities. In doing so, to the extent practicable and commercially reasonable, DCR will endeavor to use smaller capacity Tanks before larger capacity Tanks to facilitate the segregation of such Excess Quantities from the Xxxx Inventory. Prior to the commencement of such whole or partial month, DCR shall provide Xxxx with notice of the Tanks it intends to use for such purposes. (iii) To the extent that DCR is able to store Excess Quantities in one or more Tanks so that none of the Xxxx Inventory is commingled in such Tanks, then DCR shall be entitled during the relevant whole or partial month, but only so long as such Excess Quantities are not commingled with Xxxx Inventory, to include such Excess Quantities in the borrowing base under its Revolving Credit Agreement and to permit the lenders ny-1664023 thereunder to have a Lien on such Excess Quantities; provided that DCR shall have implemented reasonable arrangements with such lenders to specifically identify such Tanks to them for the foregoing purposes (which arrangements shall be disclosed to Xxxx). (iv) To the extent that DCR is unable to store all Excess Quantities on a segregated basis as contemplated by clause (iii) above, the portion of such Excess Quantities not so segregated (the “Commingled Quantities”) may, during the relevant whole or partial month, be held on a commingled basis in Tanks that hold Xxxx Inventory subject to the following additional terms and conditions: (a) DCR shall identify to Xxxx which Tanks holding Xxxx Inventory will also hold Commingled Quantities; and (b) DCR shall, to the extent practicable and commercially reasonable, endeavor to use smaller capacity Tanks before larger capacity Tanks to hold Commingled Quantities. 6.4.5 In the event that DCR determines, in its reasonable discretion, that it does not wish to designate an Excess Inventory Level for a particular Product Group (or the applicable time for such designation pursuant to Section 6.4.1 has passed) during a whole or partial month and that the Maximum Inventory for such whole or partial month would otherwise be exceeded, then the following provisions shall apply: (i) Prior to exceeding the Maximum Inventory for such whole or partial month, DCR may, to the extent practicable and commercially reasonable, identify those Tanks that it reasonably expects would, during such whole or partial month, hold any Excess Quantities of the relevant Product Group; and (ii) To avoid exceeding such Maximum Inventory, DCR may designate one or more of such affected Tanks and purchase from Xxxx pursuant to Section 6.2 all Xxxx Inventory located in one or more such affected Tanks so that the Xxxx Inventory would not exceed the Maximum Inventory for the relevant Product Group for such whole or partial month, after giving effect to such purchase, at a price value equal to the product of (a) the volume of the Xxxx Inventory located in such Tank and (b) the Product Benchmark for the applicable Product Group, and, after such purchase, such affected Tanks shall no longer constitute Included Locations for purposes hereof unless and until DCR determines, in its reasonable discretion, that DCR can sell the Products located in such affected Tanks to Xxxx pursuant to Section 6.2 at the applicable prices values established pursuant to Section 12.1 and as further adjusted pursuant to Section 12.5 without exceeding the applicable Maximum Inventory and DCR notifies ny-1664023 Xxxx of the same, upon which notice and sale the Tanks shall thereafter again constitute Included Locations for all purposes hereof.

Excess Inventory Levels. 6.4.1 If DCR PRC intends to designate an Excess Inventory Level for any whole or partial month for any Product Group, then DCR PRC shall use commercially reasonable efforts to notify Xxxx of DCRPRC’s intention prior to the Target Cutoff Date for such whole or partial month. If DCR PRC fails to provide such notice in a timely manner, it shall not be entitled for that whole or partial month to designate an Excess Inventory Level for the relevant Product Group and Sections 6.4.4 and 6.4.5 shall apply. 6.4.2 If, pursuant to Section 6.4.1, DCR PRC provides timely notice of its intention to designate an Excess Inventory Level for a Product Group, then Xxxx shall promptly advise DCR PRC whether Xxxx accepts such Excess Inventory Level (in which case Section 6.4.3 shall apply) or rejects such Excess Inventory Level (in which case Section 6.4.4 and 6.4.5 shall apply). 6.4.3 If Xxxx accepts an Excess Inventory Level for any whole or partial month, then, for all purposes of this Agreement, such Excess Inventory Level shall constitute the Maximum Inventory for the relevant Product Group for such whole or partial month; provided that such Excess Inventory Level shall not apply to any other whole or partial month unless expressly accepted by Xxxx for such other whole or partial month as contemplated by Section 6.4.2. 6.4.4 If Xxxx rejects an Excess Inventory Level for any whole or partial month or DCR PRC fails to provide notice to Xxxx of its intention to designate an Excess Inventory Level in a timely manner for any whole or partial month, then the following provisions shall apply: (i) The Maximum Inventory for such whole or partial month shall remain at the level set forth on Schedule E and the Target Product Inventory for the relevant Product Group for such whole or partial month shall be equal to no more than the Maximum Inventory. (ii) Prior to the commencement of such whole or partial month, DCR PRC shall, to the extent practicable and commercially reasonable, identify those Tanks that it will, during such whole or partial month, use to hold and isolate any Excess Quantities. In doing so, to the extent practicable and commercially reasonable, DCR PRC will endeavor to use smaller capacity Tanks before larger capacity Tanks to facilitate the segregation of such Excess Quantities from the Xxxx Inventory. Prior to the commencement ny-1739899 of such whole or partial month, DCR PRC shall provide Xxxx with notice of the Tanks it intends to use for such purposes. (iii) To the extent that DCR PRC is able to store Excess Quantities in one or more Tanks so that none of the Xxxx Inventory is commingled in such Tanks, then DCR PRC shall be entitled during the relevant whole or partial month, but only so long as such Excess Quantities are not commingled with Xxxx Inventory, to include such Excess Quantities in the borrowing base under its Revolving Credit Agreement and to permit the lenders thereunder to have a Lien on such Excess Quantities; provided that DCR PRC shall have implemented reasonable arrangements with such lenders to specifically identify such Tanks to them for the foregoing purposes (which arrangements shall be disclosed to Xxxx). (iv) To the extent that DCR PRC is unable to store all Excess Quantities on a segregated basis as contemplated by clause (iii) above, the portion of such Excess Quantities not so segregated (the “Commingled Quantities”) may, during the relevant whole or partial month, be held on a commingled basis in Tanks that hold Xxxx Inventory subject to the following additional terms and conditions: (a) DCR PRC shall identify to Xxxx which Tanks holding Xxxx Inventory will also hold Commingled Quantities; and (b) DCR PRC shall, to the extent practicable and commercially reasonable, endeavor to use smaller capacity Tanks before larger capacity Tanks to hold Commingled Quantities. 6.4.5 In the event that DCR PRC determines, in its reasonable discretion, that it does not wish to designate an Excess Inventory Level for a particular Product Group (or the applicable time for such designation pursuant to Section 6.4.1 has passed) during a whole or partial month and that the Maximum Inventory for such whole or partial month would otherwise be exceeded, then the following provisions shall apply: (i) Prior to exceeding the Maximum Inventory for such whole or partial month, DCR PRC may, to the extent practicable and commercially reasonable, identify those Tanks that it reasonably expects would, during such whole or partial month, hold any Excess Quantities of the relevant Product Group; and (ii) To avoid exceeding such Maximum Inventory, DCR PRC may designate one or more of such affected Tanks and purchase from Xxxx pursuant to Section 6.2 all Xxxx Inventory located in one or more such affected Tanks so that the Xxxx Inventory would not exceed the Maximum Inventory for the relevant Product Group for such whole or partial month, after giving effect to such purchase, at a price value equal to the product of (a) ny-1739899 the volume of the Xxxx Inventory located in such Tank and (b) the Product Benchmark for the applicable Product Group, and, after such purchase, such affected Tanks shall no longer constitute Included Locations for purposes hereof unless and until DCR PRC determines, in its reasonable discretion, that DCR PRC can sell the Products located in such affected Tanks to Xxxx pursuant to Section 6.2 at the applicable prices values established pursuant to Section 12.1 and as further adjusted pursuant to Section 12.5 without exceeding the applicable Maximum Inventory and DCR PRC notifies Xxxx of the same, upon which notice and sale the Tanks shall thereafter again constitute Included Locations for all purposes hereof.