Common use of Baselines and ARCs and RRCs Clause in Contracts

Baselines and ARCs and RRCs. The initial Baselines for each of the Service Tower Services are set forth in Schedule 3. On an annual basis commencing on the first anniversary of the Restatement Date, the Parties shall adjust all such Baselines to be equal to Symetra’s actual average resource consumption for each such Baseline over the prior twelve (12) month period, with an appropriate corresponding adjustment to the then-current Annual Services Fees (which adjustments will be calculated at rates that are no less favorable to Symetra than the ARC and RRC rates unless a Pricing Band will be exceeded as a result of the Baselines adjustments, in which event the Parties shall engage in good faith negotiations regarding the amount of such adjustments). Further, upon the addition or divestiture of a Symetra Affiliate as described in Section 6.2.4, the Parties shall appropriately adjust all Baselines, and the then-current Annual Services Fees (which adjustments will be calculated at rates that are no less favorable to Symetra than the ARC and RRC rates unless a Pricing Band will be exceeded as a result of the Baselines adjustments, in which event the Parties shall engage in good faith negotiations regarding the amount of such adjustments), to reflect the new Services volumes associated with such addition or divestiture. ARCs and RRCs that are applicable to each of the Service Tower Services, and the methodology for applying such ARCs and RRCs, are set forth in Schedule 3.