such monthly invoice, and Service Provider shall include on or with each
such invoice detail sufficient to enable Customer to validate the correct
calculation and application of the ARCs and RRCs.
2.4.
CALCULATION OF ARCS/RRCS
(A)
GENERAL.
AS OF THE EFFECTIVE DATE, THE RESOURCE UNITS, RESOURCE
BASELINES, [***] ARC/RRC RATES AND ARC/RRC MEASUREMENT PERIODS FOR EACH OF THE
TOWERS ARE AS SET FORTH IN SCHEDULES E-3 AND E-7, AS APPLICABLE.
THE RESOURCE
BASELINES ARE MONTHLY AMOUNTS FOR RESOURCE UNITS THAT ARE MEASURED ON A MONTHLY
BASIS, UNLESS OTHERWISE AGREED.
(B)
CALCULATION.
WITHIN TEN (10) BUSINESS DAYS FOLLOWING THE END OF
EACH APPLICABLE ARC/RRC MEASUREMENT PERIOD, SERVICE PROVIDER SHALL CALCULATE AND
PROVIDE TO CUSTOMER THE ARCS AND RRCS INVOICE APPLICABLE TO SUCH ARC/RRC
MEASUREMENT PERIOD ([***], AS APPLICABLE, FOR EACH OF THE RESOURCE UNITS AS
SPECIFIED IN SCHEDULE E-3) IN ACCORDANCE WITH THE FOLLOWING FORMULAS:
(I)
ARC MEASUREMENT
(A)
IF THE ACTUAL RESOURCE UNIT CONSUMPTION IS EQUAL TO OR LESS THAN THE
ARC POINT, THEN THERE WILL BE NO ARC.
(B)
IF THE ACTUAL RESOURCE UNIT CONSUMPTION IS GREATER THAN THE ARC
POINT, THEN THE ARC CALCULATION WILL BE:
ARC = (Actual Resource Unit consumption - ARC Point) × applicable ARC/RRC Rate.
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(C)
FOR EXAMPLE, IF
[***]Then:
[***]
(II)
RRC MEASUREMENT
(A)
IF THE ACTUAL RESOURCE UNIT CONSUMPTION IS EQUAL TO OR GREATER THAN THE
RRC POINT, THEN THERE WILL BE NO RRC.
(B)
IF THE ACTUAL RESOURCE UNIT CONSUMPTION IS LESS THAN THE RRC POINT,
THEN THE RRC CALCULATION WILL BE:
RRC = (RRC Point - actual Resource Unit consumption) × applicable ARC/RRC Rate.
(C)
FOR EXAMPLE, IF
[***]Then:
[***]
2.5.
ARCS/RRCS FORECAST
Upon Customer's reasonable request, Service Provider shall provide reasonable
forecast estimates of Customer's consumption of Resource Units and applicable
forecasted ARC/RRC impacts.
2.6.
[***]
(A)
[***]
(B)
[***]
(C)
[***]
3.
PRICE VARIABILITY
3.1.
ORGANIC GROWTH AND SHRINKAGE
(A)
IF AT A "TRIGGER DATE," WHICH IS THE END OF EITHER OF THE
FOLLOWING PERIODS: [***], THE RESOURCE UNIT VOLUME FOR A RESOURCE BASELINE IS,
IN THE AGGREGATE, EITHER [***] ABOVE OR [***] BELOW THE RESOURCE BASELINE FOR
SUCH RESOURCE UNIT, AND SUCH VOLUME CHANGE IS ANTICIPATED TO BE SUSTAINED OVER
THE NEXT [***] AND NOT ASSOCIATED WITH A ONE-TIME EVENT OR A SEASONAL CYCLE,
THEN UPON CUSTOMER'S REQUEST AND WITHIN A REASONABLE TIME AFTER THE TRIGGER DATE
NOT TO EXCEED [***], THE PARTIES SHALL NEGOTIATE IN GOOD FAITH AND AGREE UPON
EQUITABLE ADJUSTMENTS TO THE RESOURCE BASELINE, AND THE RESULTING BASE CHARGE
FOR SUCH RESOURCE BASELINE AND ARC AND RRC RATES, TO REFLECT THE VOLUME CHANGE
ANTICIPATED BY CUSTOMER TO CONTINUE, APPLYING THE METHODOLOGY DESCRIBED IN
PARAGRAPH (C) BELOW.
(B)
UPON SUCCESSFUL COMPLETION OF THE RENEGOTIATIONS, THE ARCS AND
RRCS WILL BE CALCULATED USING THE ADJUSTED RESOURCE BASELINES, BASE CHARGES AND
ARC AND RRC RATES AND APPLIED RETROACTIVELY BEGINNING WITH THE FIRST MONTH
IMMEDIATELY FOLLOWING THE TRIGGER DATE.
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(C)
IN THE EVENT THAT RESOURCE BASELINES ARE TO BE RESET UNDER THE
TERMS OF