Common use of Consequence Clause in Contracts

Consequence. If an Extraordinary Event occurs, DIR may, at its option, request more favorable pricing with respect to applicable Charges for any Functional Service Area specified in Exhibit 4 in accordance with the following: (i) Service Provider and DIR shall mutually determine on a reasonable basis the efficiencies, economies, savings and resource utilization reductions, if any, resulting from such Extraordinary Event and, upon DIR's approval, Service Provider shall then proceed to implement such efficiencies, economies, savings and resource utilization reductions as quickly as practicable and in accordance with the agreed upon schedule. As the efficiencies, economies, savings or resource utilization reductions are realized, the Charges specified on Exhibit 4 and any affected Resource Baselines shall be promptly and equitably adjusted to pass through to DIR the net benefit of such efficiencies, economies, savings and resource utilization reductions; provided, that DIR shall reimburse Service Provider for any net costs or expenses incurred to realize such efficiencies, economies, savings or resource utilization reductions if and to the extent Service Provider (i) notifies DIR of such additional costs and obtains DIR's approval prior to incurring such costs, (ii) uses commercially reasonable efforts to identify and consider practical alternatives, and reasonably determines that there is no other more practical or cost effective way to obtain such savings without incurring such expenses, and (iii) uses commercially reasonable efforts to minimize the additional costs to be reimbursed by DIR. (ii) An Extraordinary Event shall not result in Charges to DIR being higher than such Charges would have been if the ARCs, RRCs and other rates and charges then specified in Exhibit 4 had been applied. DIR may, at its sole option, elect, for each Extraordinary Event, at any time to forego its rights under this Section 11.6 and instead, apply ARCs, RRCs and other rates and charges specified in Exhibit 4 to adjust the Charges. For the avoidance of doubt, upon the occurrence of an Extraordinary Event, DIR is entitled to request more favorable pricing with respect to the applicable Charges even if the change in consumption related to the Extraordinary Event is within the bands associated with the applicable Resource Baseline volumes set forth in Attachment 4-A.

Consequence. If an Extraordinary Event occurs, DIR may, at its option, request more favorable pricing with respect to applicable Charges for any Functional Service Area specified in Exhibit 4 in accordance with the following: (i) Service Provider and DIR shall mutually determine on a reasonable basis the efficiencies, economies, savings and resource utilization reductions, if any, resulting from such Extraordinary Event and, upon DIR's approval, Service Provider shall then proceed to implement such efficiencies, economies, savings and resource utilization reductions as quickly as practicable and in accordance with the agreed upon schedule. As the efficiencies, economies, savings or resource utilization reductions are realized, the Charges specified on Exhibit 4 and any affected Resource Baselines shall be promptly and equitably adjusted to pass through to DIR the net benefit of such efficiencies, economies, savings and resource utilization reductions; provided, that DIR shall reimburse Service Provider for any net costs or expenses incurred to realize such efficiencies, economies, savings or resource utilization reductions if and to the extent Service Provider (i) notifies DIR of such additional costs and obtains DIR's approval prior to incurring such costs, (ii) uses commercially reasonable efforts to identify and consider practical alternatives, and reasonably determines that there is no other more practical or cost effective way to obtain such savings without incurring such expenses, and (iii) uses commercially reasonable efforts to minimize the additional costs to be reimbursed by DIR. (ii) An Extraordinary Event shall not result in Charges to DIR being higher than such Charges would have been if the ARCs, RRCs and other rates and charges then specified in Exhibit 4 had been applied. DIR may, at its sole option, elect, for each Extraordinary Event, at any time to forego its rights under this Section 11.6 and instead, apply ARCs, RRCs and other rates and charges specified in Exhibit 4 to adjust the Charges. For the avoidance of doubt, upon the occurrence of an Extraordinary Event, DIR is entitled to request more favorable pricing with respect to the applicable Charges even if the change in consumption related to the Extraordinary Event is within the bands associated with the applicable Resource Baseline volumes set forth in Attachment 4-A..

Consequence. If an Extraordinary Event occurs, DIR may, at its option, request more favorable pricing with respect to applicable Charges for any Functional Service Area specified in Exhibit 4 in accordance with the following: (i) Service Provider and DIR shall mutually determine on a reasonable basis the efficiencies, economies, savings savings, and resource utilization reductions, if any, resulting from such Extraordinary Event and, upon DIR's approval, Service Provider shall then proceed to implement such efficiencies, economies, savings savings, and resource utilization reductions as quickly as practicable and in accordance with the agreed upon schedule. As the efficiencies, economies, savings savings, or resource utilization reductions are realized, the Charges specified on Exhibit 4 and any affected Resource Baselines shall be promptly and equitably adjusted to pass through to DIR the net benefit of such efficiencies, economies, savings savings, and resource utilization reductions; provided, that DIR shall reimburse Service Provider for any net costs or expenses incurred to realize such efficiencies, economies, savings savings, or resource utilization reductions if and to the extent Service Provider (i) notifies DIR of such additional costs and obtains DIR's approval prior to incurring such costs, (ii) uses commercially reasonable efforts to identify and consider practical alternatives, and reasonably determines that there is no other more practical or cost effective way to obtain such savings without incurring such expenses, and (iii) uses commercially reasonable efforts to minimize the additional costs to be reimbursed by DIR. (ii) An Extraordinary Event shall not result in Charges to DIR being higher than such Charges would have been if the ARCs, RRCs and other rates and charges then specified in Exhibit 4 had been applied. DIR may, at its sole option, elect, for each Extraordinary Event, at any time to forego its rights under this Section 11.6 and instead, apply ARCs, RRCs and other rates and charges specified in Exhibit 4 to adjust the Charges. For the avoidance of doubt, upon the occurrence of an Extraordinary Event, DIR is entitled to request more favorable pricing with respect to the applicable Charges even if the change in consumption related to the Extraordinary Event is within the bands associated with the applicable Resource Baseline volumes set forth in Attachment 4-A..

Consequence. If an Extraordinary Event occurs, DIR may, at its option, request more favorable pricing with respect to applicable Charges for any Functional Service Area specified in Exhibit 4 4.0 Business Model in accordance with the following: (i) Service Provider Successful Respondent and DIR shall mutually determine on a reasonable basis the efficiencies, economies, savings and resource utilization reductions, if any, resulting from such Extraordinary Event and, upon DIR's approval, Service Provider Successful Respondent shall then proceed to implement such efficiencies, economies, savings savings, and resource utilization reductions as quickly as practicable and in accordance with the agreed upon schedule. As the efficiencies, economies, savings or resource utilization reductions are realized, the Charges specified on in Exhibit 4 and any affected Resource Baselines 4.0 Business Model shall be promptly and equitably adjusted to pass through to DIR the net benefit of such efficiencies, economies, savings savings, and resource utilization reductions; provided, that DIR shall reimburse Service Provider Successful Respondent for any net costs or expenses incurred to realize such efficiencies, economies, savings savings, or resource utilization reductions if and to the extent Service Provider Successful Respondent (i) notifies DIR of such additional costs and obtains DIR's approval prior to incurring such costs, (ii) uses commercially reasonable efforts to identify and consider practical alternatives, and reasonably determines that there is no other more practical or cost effective way to obtain such savings without incurring such expenses, and (iii) uses commercially reasonable efforts to minimize the additional costs to be reimbursed by DIR. (ii) An Extraordinary Event shall not result in Charges to DIR being higher than such Charges would have been if the ARCs, RRCs and other rates and charges then specified in Exhibit 4 4.0 Business Model had been applied. DIR may, at its sole option, elect, for each Extraordinary Event, at any time to forego its rights under this Section 11.6 11.5 and instead, apply ARCs, RRCs and other rates and charges specified in Exhibit 4 4.0 to adjust the Charges. For the avoidance of doubt, upon the occurrence of an Extraordinary Event, DIR is entitled to request more favorable pricing with respect to the applicable Charges even if the change in consumption related to the Extraordinary Event is within the bands associated with the applicable Resource Baseline volumes fixed and variable Charges set forth in Attachment 4-A.Exhibit 4.1 Pricing Structure.

Consequence. If an Extraordinary Event occurs, DIR ABM may, at its option, request more favorable pricing with respect to applicable some or all of the Charges for any Functional Service Area categories specified in Exhibit 4 Schedule J in accordance with the following: (i1) Service Provider Supplier and DIR ABM shall mutually determine on a reasonable basis the efficiencies, economies, savings and resource utilization reductions, if any, resulting from such changes capable of being achieved in connection with an Extraordinary Event and, upon DIR's approval, Service Provider Event. Supplier shall then proceed develop a plan to modify the Services to implement such efficiencies, economies, savings and resource utilization reductions changes as quickly as practicable and shall submit such plan to ABM for its review and approval. Upon ABM’s approval, Supplier shall implement the plan in accordance with the agreed upon schedule. As the efficiencies, economies, savings or resource utilization reductions change are realized, the Charges specified on Exhibit 4 Schedule J and any affected Resource Baselines shall be promptly and equitably adjusted to pass through to DIR ABM the net full benefit of such efficiencies, economies, savings and resource utilization reductionschanges; provided, that DIR ABM shall reimburse Service Provider Supplier for any net costs or expenses incurred to realize such efficiencies, economies, savings or resource utilization reductions if and to the extent Service Provider (i) notifies DIR of such additional costs are identified in the implementation plan and obtains DIR's approval prior to incurring such costsapproved in advance by ABM, (ii) Supplier uses commercially reasonable efforts to identify and consider practical alternatives, and reasonably determines that there is no other more practical or cost effective way to obtain such savings without incurring such expensescosts, and (iii) Supplier uses commercially reasonable efforts to minimize the additional costs to be reimbursed by DIRABM. ABM may, at its option and expense, employ an accredited and independent auditor, subject to the confidentiality obligations set forth in this Agreement, to verify Supplier’s methodology for calculating the efficiencies, economies, savings and resource changes, if any, from such Extraordinary Event. (ii2) An Extraordinary Event shall not result in Charges to DIR ABM being higher than such Charges would have been if the ARCsRRCs, RRCs ARCs and other rates and charges then terms specified in Exhibit 4 Schedule J had been appliedapplied unless and to the extent such Extraordinary Event results in New Services (e.g., ABM requires that Supplier create a new infrastructure to support an acquired Entity). DIR ABM may, at its sole option, elect, for each Extraordinary Event, elect at any time to forego its rights under this Section 11.6 and instead, apply ARCsRRCs, RRCs ARCs and other rates and charges specified in Exhibit 4 Schedule J to adjust the Charges. For the avoidance of doubt, upon the occurrence of an Extraordinary Event, DIR is entitled to request more favorable pricing with respect to the applicable Charges even if the change in consumption related to the Extraordinary Event is within the bands associated with the applicable Resource Baseline volumes set forth in Attachment 4-A..

Consequence. If an Extraordinary Event occurs, DIR Xxxxxxxx may, at its option, request more favorable pricing with respect to applicable Charges for any Functional Service Area specified in Exhibit 4 in accordance with the following: (i1) Service Provider and DIR Xxxxxxxx shall mutually determine on a reasonable basis the efficiencies, economies, savings and resource utilization reductions, if any, reductions resulting from such Extraordinary Event and, upon DIR's Xxxxxxxx'x approval, Service Provider shall then proceed to implement such efficiencies, economies, savings and resource utilization reductions as quickly as practicable and in accordance with the agreed upon schedule. As the net efficiencies, economies, savings or resource utilization reductions are realized, the Charges specified on Exhibit 4 SCHEDULE J and any affected Resource Baselines shall be promptly and equitably adjusted to pass through to DIR Xxxxxxxx the net full benefit of such efficiencies, economies, savings and resource utilization reductions; provided, that DIR Xxxxxxxx shall reimburse Service Provider for any net costs or expenses incurred to realize such efficiencies, economies, savings or resource utilization reductions if and to the extent Service Provider (i) notifies DIR Xxxxxxxx of such additional costs and obtains DIR's Xxxxxxxx'x approval prior to incurring such costs, (ii) uses commercially reasonable efforts to identify and consider practical alternatives, and reasonably determines that Final Confidential and Proprietary Information of IBM and Xxxxxxxx there is no other more practical or cost effective way to obtain such savings without incurring such expenses, and (iii) uses commercially reasonable efforts to minimize the additional costs to be reimbursed by DIRXxxxxxxx. (ii2) An Extraordinary Event shall not result in Charges to DIR Xxxxxxxx being higher than such Charges would have been if the ARCsRRCs, RRCs ARCs and other rates and charges then specified in Exhibit 4 SCHEDULE J had been applied, unless and to the extent such Extraordinary Event results in New Services (e.g., Xxxxxxxx requires that Provider create a new infrastructure to support an acquired Entity). DIR Xxxxxxxx may, at its sole option, elect, for each Extraordinary Event, at any time to forego its rights under this Section SECTION 11.6 and instead, apply ARCsRRCs, RRCs ARCs and other rates and charges specified in Exhibit 4 SCHEDULE J to adjust the Charges. For the avoidance of doubt, upon the occurrence of an Extraordinary Event, DIR is entitled to request more favorable pricing with respect to the applicable Charges even if the change in consumption related to the Extraordinary Event is within the bands associated with the applicable Resource Baseline volumes set forth in Attachment 4-A..

Consequence. If an Extraordinary Event occurs, DIR Allegheny may, at its option, request more favorable pricing with respect to applicable Charges for any Functional Service Area specified in Exhibit 4 affected Tower in accordance with the following: (i1) Service Provider and DIR Allegheny shall mutually determine on a reasonable basis the efficiencies, economies, savings and resource utilization reductions, if any, resulting from such Extraordinary Event and, upon DIR's Allegheny’s approval, Service Provider shall then proceed to implement such efficiencies, economies, savings and resource utilization reductions as quickly as practicable and in accordance with the agreed upon schedule. As Thereafter, as the efficiencies, economies, savings or resource utilization reductions are realized, the Charges specified on Exhibit Schedule 4 and any affected Resource Baselines shall be promptly and equitably adjusted to pass through to DIR Allegheny the net benefit of such efficiencies, economies, savings and resource utilization reductions; provided, that DIR Allegheny shall reimburse Service Provider for any net costs or expenses incurred to realize such efficiencies, economies, savings or resource utilization reductions if and to the extent Service Provider (i) notifies DIR Allegheny of such additional costs and obtains DIR's Allegheny’s approval prior to incurring such costs, (ii) uses commercially reasonable efforts to identify and consider practical alternatives, and reasonably determines that there is no other more practical or cost effective way to obtain such savings without incurring such expenses, and (iii) uses commercially reasonable efforts to minimize the additional costs to be reimbursed by DIRAllegheny. (ii2) An Extraordinary Event shall not result in Charges Billable Resource Unit prices to DIR Allegheny being higher than such Charges Billable Resource Unit prices would have been if the ARCsRRCs, RRCs ARCs and other rates and charges then specified in Exhibit Schedule 4 had been applied. DIR Allegheny may, at its sole option, elect, for each Extraordinary Event, at any time to forego its rights under this Section 11.6 and instead, apply ARCsRRCs, RRCs ARCs and other rates and charges specified in Exhibit Schedule 4 to adjust the Charges. For the avoidance of doubt, upon the occurrence of an Extraordinary Event, DIR is entitled to request more favorable pricing with respect to the applicable Charges even if the change in consumption related to the Extraordinary Event is within the bands associated with the applicable Resource Baseline volumes set forth in Attachment 4-A..

Consequence. If an Extraordinary Event occurs, DIR New Century may, at its option, request more favorable pricing with respect to applicable Charges for any Functional Service Area specified in Exhibit 4 in accordance with the following: (i1) Service Provider Supplier and DIR New Century shall mutually determine on a reasonable basis the efficiencies, economies, savings and resource utilization reductions, if any, resulting from such Extraordinary Event and, upon DIR's New Century’s approval, Service Provider Supplier shall then proceed to implement such efficiencies, economies, savings and resource utilization reductions as quickly as practicable and in accordance with the agreed upon schedule. As the efficiencies, economies, savings or resource utilization reductions are realized, the Charges specified on Exhibit 4 and any affected Resource Baselines shall be promptly and equitably adjusted to pass through to DIR New Century the net full benefit of such efficiencies, economies, savings and resource utilization reductionsreductions realized as a result of the Extraordinary Event; providedprovided that, that DIR New Century shall reimburse Service Provider Supplier for any net costs or expenses incurred to realize such efficiencies, economies, savings or resource utilization reductions if and to the extent Service Provider Supplier (i) notifies DIR New Century of such additional costs and obtains DIR's New Century’s approval prior to incurring such costs, (ii) uses commercially reasonable efforts to identify and consider practical alternatives, and reasonably determines that there is no other more practical or cost effective way to obtain such savings without incurring such expenses, and (iii) uses commercially reasonable efforts to minimize the additional costs to be reimbursed by DIRNew Century. (ii2) An Except as provided in Section 4.6 of this Agreement or Section 5(e) of Exhibit 4, an Extraordinary Event shall not result in Charges to DIR New Century being higher than such Charges would have been if the ARCs, RRCs RRCs, and other rates and charges then specified in Exhibit 4 had been applied. DIR New Century may, at its sole option, elect, for each Extraordinary Event, at any time to forego its rights under this Section 11.6 and instead, apply ARCs, RRCs RRCs, and other rates and charges specified in Exhibit 4 to adjust the Charges. For the avoidance of doubt, upon the occurrence of an Extraordinary Event, DIR is entitled to request more favorable pricing with respect to the applicable Charges even if the change in consumption related to the Extraordinary Event is within the bands associated with the applicable Resource Baseline volumes set forth in Attachment 4-A..

Consequence. If an Extraordinary Event occurs, DIR TxDOT may, at its option, request more favorable pricing with respect to applicable Charges for any Functional Service Area Cluster specified in Exhibit 4 in accordance with the following: (i) Service Provider and DIR TxDOT shall mutually determine on a reasonable basis the efficiencies, economies, savings and resource utilization reductions, if any, resulting from such Extraordinary Event and, upon DIRTxDOT's approval, Service Provider shall then proceed to implement such efficiencies, economies, savings and resource utilization reductions as quickly as practicable and in accordance with the agreed upon schedule. As the efficiencies, economies, savings or resource utilization reductions are realized, the Charges specified on Exhibit 4 and any affected Resource Baselines shall be promptly and equitably adjusted to pass through to DIR TxDOT the net benefit of such efficiencies, economies, savings and resource utilization reductions; provided, that DIR TxDOT shall reimburse Service Provider for any net costs or expenses incurred to realize such efficiencies, economies, savings or resource utilization reductions if and to the extent Service Provider (i) notifies DIR TxDOT of such additional costs and obtains DIRTxDOT's approval prior to incurring such costs, (ii) uses commercially reasonable efforts to identify and consider practical alternatives, and reasonably determines that there is no other more practical or cost effective way to obtain such savings without incurring such expenses, and (iii) uses commercially reasonable efforts to minimize the additional costs to be reimbursed by DIRTxDOT. (ii) An Extraordinary Event shall not result in Charges to DIR TxDOT being higher than such Charges would have been if the ARCs, RRCs and other rates and charges then specified in Exhibit 4 had been applied. DIR TxDOT may, at its sole option, elect, for each Extraordinary Event, at any time to forego its rights under this Section 11.6 and instead, apply ARCs, RRCs and other rates and charges specified in Exhibit 4 to adjust the Charges. For the avoidance of doubt, upon the occurrence of an Extraordinary Event, DIR TxDOT is entitled to request more favorable pricing with respect to the applicable Charges even if the change in consumption related to the Extraordinary Event is within the bands associated with the applicable Resource Baseline volumes set forth in Attachment 4-A.B.

Consequence. If an Extraordinary Event occurs, DIR may, at its option, request more favorable pricing with respect to applicable Charges for any Functional Service Area specified in Exhibit 4 in accordance with the following: (i) Service Provider Successful Respondent and DIR shall mutually determine on a reasonable basis the efficiencies, economies, savings and resource utilization reductions, if any, resulting from such Extraordinary Event and, upon DIR's approval, Service Provider Successful Respondent shall then proceed to implement such efficiencies, economies, savings savings, and resource utilization reductions as quickly as practicable and in accordance with the agreed upon schedule. As the efficiencies, economies, savings or resource utilization reductions are realized, the Charges specified on Exhibit 4 and any affected Resource Baselines shall be promptly and equitably adjusted to pass through to DIR the net benefit of such efficiencies, economies, savings savings, and resource utilization reductions; provided, that DIR shall reimburse Service Provider Successful Respondent for any net costs or expenses incurred to realize such efficiencies, economies, savings savings, or resource utilization reductions if and to the extent Service Provider Successful Respondent (i) notifies DIR of such additional costs and obtains DIR's approval prior to incurring such costs, (ii) uses commercially reasonable efforts to identify and consider practical alternatives, and reasonably determines that there is no other more practical or cost effective way to obtain such savings without incurring such expenses, and (iii) uses commercially reasonable efforts to minimize the additional costs to be reimbursed by DIR. (ii) An Extraordinary Event shall not result in Charges to DIR being higher than such Charges would have been if the ARCs, RRCs and other rates and charges then specified in Exhibit 4 had been appliedthis Agreement. DIR may, at its sole option, elect, for each Extraordinary Event, at any time to forego its rights under this Section 11.6 and instead, apply ARCs, RRCs and other rates and charges specified in Exhibit 4 to adjust the Charges. For the avoidance of doubt, upon the occurrence of an Extraordinary Event, DIR is entitled to request more favorable pricing with respect to the applicable Charges even if the change in consumption related to the Extraordinary Event is within the bands associated with the applicable Resource Baseline volumes set forth in Attachment 4-A.Section

Consequence. If an Extraordinary Event occurs, DIR Allianz may, at its option, request more favorable pricing with respect to applicable Charges for any Functional Service Area specified in Exhibit Schedule 4 or the applicable Subscription Agreement, Service Description or Statement of Work in accordance with the following: : (i1) Service Provider Supplier and DIR Allianz shall mutually determine on a reasonable basis the efficiencies, economies, savings and resource utilization reductions, if any, reductions resulting from such Extraordinary Event and any costs to be borne by Allianz with respect thereto as provided below and, upon DIR's Allianz’s approval, Service Provider Supplier shall then proceed to implement such efficiencies, economies, savings and resource utilization reductions as quickly as practicable and in accordance with the agreed upon schedule. As the efficiencies, economies, savings or resource utilization reductions are realized, the Charges specified on Exhibit in Schedule 4 or the applicable Subscription Agreement, Service Description or Statement of Work and any affected Resource Baselines shall be promptly and equitably adjusted to pass through to DIR Allianz the net full benefit of such efficiencies, economies, savings and resource utilization reductions; provided, that DIR Allianz shall reimburse Service Provider Supplier for any net costs or expenses incurred to realize such efficiencies, economies, savings or resource utilization reductions if and to the extent Service Provider Supplier (i) notifies DIR Allianz of such additional costs and obtains DIR's Allianz’s approval prior to incurring such costs, (ii) uses commercially reasonable efforts to identify identifies and consider considers practical alternatives, and reasonably determines that there is no other more practical or cost effective way to obtain such savings without incurring such expenses, and (iii) uses commercially reasonable efforts to minimize the additional costs to be reimbursed by DIRAllianz. (ii) An Extraordinary Event shall not result in Charges to DIR being higher than such Charges would have been if the ARCs, RRCs and other rates and charges then specified in Exhibit 4 had been applied. DIR may, at its sole option, elect, for each Extraordinary Event, at any time to forego its rights under this Section 11.6 and instead, apply ARCs, RRCs and other rates and charges specified in Exhibit 4 to adjust the Charges. For the avoidance of doubt, upon the occurrence of an Extraordinary Event, DIR is entitled to request more favorable pricing with respect to the applicable Charges even if the change in consumption related to the Extraordinary Event is within the bands associated with the applicable Resource Baseline volumes set forth in Attachment 4-A.

Consequence. If an Extraordinary Event occurs, DIR Hercules may, at its option, request more favorable pricing with respect to applicable Charges for any Functional Service Area specified in Exhibit 4 Schedule J in accordance with the following: (i1) Service Provider Supplier and DIR Hercules shall mutually determine on a reasonable basis the efficiencies, economies, savings and resource utilization reductions, if any, reductions resulting from such Extraordinary Event and, upon DIR's Hercules' approval, Service Provider Supplier shall then proceed to implement such efficiencies, economies, savings and resource utilization reductions as quickly as practicable and in accordance with the agreed upon schedule. As the efficiencies, economies, savings or resource utilization reductions are realized, the Charges specified on Exhibit 4 Schedule J and any affected Resource Baselines shall be promptly and equitably adjusted to pass through to DIR Hercules the net full benefit of such efficiencies, economies, savings and resource utilization reductions; provided, that DIR Hercules shall reimburse Service Provider Supplier for any net costs or expenses incurred to realize such efficiencies, economies, savings or resource utilization reductions if and to the extent Service Provider Supplier (i) notifies DIR Hercules of such additional costs and obtains DIR's Hercules' approval prior to incurring such costs, (ii) uses commercially reasonable efforts to identify and consider practical alternatives, and reasonably determines that there is no other more practical THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. or cost effective way to obtain such savings without incurring such expenses, and (iii) uses commercially reasonable efforts to minimize the additional costs to be reimbursed by DIRHercules. (ii) An Extraordinary Event shall not result in Charges to DIR being higher than such Charges would have been if the ARCs, RRCs and other rates and charges then specified in Exhibit 4 had been applied. DIR may, at its sole option, elect, for each Extraordinary Event, at any time to forego its rights under this Section 11.6 and instead, apply ARCs, RRCs and other rates and charges specified in Exhibit 4 to adjust the Charges. For the avoidance of doubt, upon the occurrence of an Extraordinary Event, DIR is entitled to request more favorable pricing with respect to the applicable Charges even if the change in consumption related to the Extraordinary Event is within the bands associated with the applicable Resource Baseline volumes set forth in Attachment 4-A.

Consequence. If an Extraordinary Event occurs, DIR may, at its option, request more favorable pricing with respect to applicable Charges for any Functional Service Area specified in Exhibit 4 4.0 Business Model in accordance with the following: (i) Service Provider Successful Respondent and DIR shall mutually determine on a reasonable basis the efficiencies, economies, savings and resource utilization reductions, if any, resulting from such Extraordinary Event and, upon DIR's approval, Service Provider Successful Respondent shall then proceed to implement such efficiencies, economies, savings savings, and resource utilization reductions as quickly as practicable and in accordance with the agreed upon schedule. As the efficiencies, economies, savings or resource utilization reductions are realized, the Charges specified on in Exhibit 4 and any affected Resource Baselines 4.0 Business Model shall be promptly and equitably adjusted to pass through to DIR the net benefit of such efficiencies, economies, savings savings, and resource utilization reductions; provided, that DIR shall reimburse Service Provider Successful Respondent for any net costs or expenses incurred to realize such efficiencies, economies, savings savings, or resource utilization reductions if and to the extent Service Provider Successful Respondent (i) notifies DIR of such additional costs and obtains DIR's approval prior to incurring such costs, (ii) uses commercially reasonable efforts to identify and consider practical alternatives, and reasonably determines that there is no other more practical or cost effective way to obtain such savings without incurring such expenses, and (iii) uses commercially reasonable efforts to minimize the additional costs to be reimbursed by DIR. (ii) An Extraordinary Event shall not result in Charges to DIR being higher than such Charges would have been if the ARCs, RRCs and other rates and charges then specified in Exhibit 4 4.0 Business Model had been applied. DIR may, at its sole option, elect, for each Extraordinary Event, at any time to forego its rights under this Section 11.6 11.5 and instead, apply ARCs, RRCs and other rates and charges specified in Exhibit 4 4.0 to adjust the Charges. For the avoidance of doubt, upon the occurrence of an Extraordinary Event, DIR is entitled to request more favorable pricing with respect to the applicable Charges even if the change in consumption related to the Extraordinary Event is within the bands associated with the applicable Resource Baseline volumes fixed and variable Charges set forth in Attachment 4-A.Exhibit