Common use of Additional Unspecified Services Clause in Contracts

Additional Unspecified Services. If, after the date hereof, RxxxxxXx identifies to SpinCo in writing a Service that any of the SpinCo Assets (as defined in the Separation Agreement), including any SpinCo personnel, provided or caused to be provided to or were used in the provision of the 101 Business during the twelve (12) month period prior to the Distribution Date that RemainCo reasonably and in good faith believes would be necessary or reasonably useful in order for the 101 Business to continue to operate in substantially the same manner in which the 101 Business operated in the twelve (12) month period prior to the Distribution Date, and such Service is not set forth on Schedule A, then, in each case, SpinCo shall provide (or cause to be provided) such requested Service (each such additional service, an “Additional Service”) to RemainCo in a manner consistent with the terms of this Agreement and at such cost and on such other terms as shall be mutually agreed by RemainCo and SpinCo (it being understood that if RemainCo and SpinCo fail to reach agreement on such terms, SpinCo will nonetheless remain obligated to provide the requested Service on the terms hereof using the cost methodology described in ARTICLE V) utilizing substantially similar methodology as used to determine the pricing and terms of the most similar Services provided hereunder. The Parties shall enter into a supplement to the Schedule which shall describe in reasonable detail the nature, scope, Service Period(s), Service Charges, termination provisions (including, if applicable, Termination Charges) and other terms applicable to such Additional Service in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Service set forth therein shall be deemed a “Service” provided under this Agreement, in each case subject to the terms and conditions of this Agreement and the relevant supplement. Notwithstanding the foregoing, (i) a Party shall have the right to request any Additional Services for the duration of the term of the Agreement, but (ii) in no event shall a Party provide, or cause to be provided, such Additional Services for a Service Period that extends beyond the latest date permitted under any applicable Law. Notwithstanding anything to the contrary in this Agreement but subject to each Party’s compliance with Section 3.01, SpinCo shall not be required to perform any obligation under this Agreement that would result in the breach or violation of any applicable Law.

Additional Unspecified Services. If, after (a) After the date hereofof this Agreement, RxxxxxXx if HXXX or HBIO (i) identifies to SpinCo in writing a Service service that any of (x) the SpinCo Assets (as defined in the Separation Agreement), including any SpinCo personnel, provided or caused to be HBIO Entities provided to or were used in the provision of the 101 HXXX Business during the twelve (12) month period prior to the Distribution Date that RemainCo HXXX reasonably and in good faith believes would be necessary or reasonably useful needs in order for the 101 HXXX Business to continue to operate in substantially the same manner in which the 101 HXXX Business operated in the twelve (12) month period prior to the Distribution Date, and such Service is service was not set forth included on Schedule AA (other than because the Parties agreed such service shall not be provided), thenor (y) the HXXX Entities provided to HBIO or its Affiliates prior to the Distribution Date that HBIO reasonably needs in order for the HBIO Business to continue to operate in substantially the same manner in which the HBIO Business operated prior to the Distribution Date, and such service was not included on Schedule B (other than because the Parties agreed such service shall not be provided), and (ii) provides written notice to the other Party within one hundred twenty (120) days following the Distribution Date requesting such additional services, then such other party shall use its commercially reasonable efforts to provide such requested additional services (such additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in each caseits reasonable judgment, SpinCo have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses. Notwithstanding the foregoing, the Provider shall promptly notify the Recipient if it deems itself unable to provide (or cause to be provided) such requested Service (each such additional service, an “Additional Service”) , and will use commercially reasonable efforts to RemainCo cooperate with the Recipient to identify and engage a third party to provide comparable services to the Recipient, the payment for which will be negotiated directly between the Recipient and such third party. In connection with any request for Additional Services in accordance with this Section 2.03(a), the HBIO Services Manager and the HXXX Services Manager shall in good faith negotiate the terms of a manner supplemental Schedule, which terms shall be consistent with the terms of this Agreement of, and at such cost and on such other terms as shall be mutually agreed by RemainCo and SpinCo (it being understood that if RemainCo and SpinCo fail to reach agreement on such terms, SpinCo will nonetheless remain obligated to provide the requested Service on the terms hereof using the cost methodology described in ARTICLE V) utilizing substantially similar methodology as used to determine the pricing and terms of the most methodology used for, similar Services provided hereunderunder this Agreement. The Parties shall enter into a supplement agree to the applicable Service Charge and the supplemental Schedule which shall describe in reasonable detail the nature, scope, Service Period(sservice period(s), Service Charges, termination provisions (including, if applicable, Termination Charges) and other terms applicable to such Additional Service in a manner similar to that in which the Services are described in the existing SchedulesServices. Each supplement to the applicable supplemental Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Service Services set forth therein shall be deemed a “ServiceServices” provided under this Agreement, in each case subject to the terms and conditions of this Agreement Agreement. (b) After the date of this Agreement, if (i) (x) a Recipient requests or (y) a Provider reasonably determines that the Recipient’s business requires, the Provider to increase, relative to historical levels prior to the Distribution Date, the volume, amount, level or frequency, as applicable, of any Service provided by such Provider and (ii) such increase is reasonably determined by the relevant supplementRecipient as necessary for the Recipient to operate its businesses (such increases, the “Service Increases”), then such Provider shall use its commercially reasonable efforts to provide the Service Increases in accordance with such request; provided, however, that the Provider shall not be obligated to provide any Service Increase if it does not, in its reasonable judgment, have adequate resources to provide such Service Increase or if the provision of such Service Increase would significantly disrupt the operation of its businesses. Notwithstanding the foregoing, (i) the Provider shall promptly notify the Recipient if it deems itself unable to provide such Service Increase, and will use commercially reasonable efforts to cooperate with the Recipient to identify and engage a Party third party to provide comparable services to the Recipient, the payment for which will be negotiated directly between the Recipient and such third party. In connection with any request for Service Increases in accordance with this Section 2.03(b), the HBIO Services Manager and the HXXX Services Manager shall have in good faith negotiate the right terms of an amendment to request any Additional Services for the duration applicable Schedule, which amendment shall be consistent with the terms of, and the pricing methodology used for, the applicable Service. Each amended Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the term date of such agreement and the Service Increases set forth therein shall be deemed a part of the “Services” provided under this Agreement, but (ii) in no event shall a Party provide, or cause to be provided, such Additional Services for a Service Period that extends beyond the latest date permitted under any applicable Law. Notwithstanding anything each case subject to the contrary in terms and conditions of this Agreement but subject to each Party’s compliance with Section 3.01, SpinCo shall not be required to perform any obligation under this Agreement that would result in the breach or violation of any applicable LawAgreement.

Additional Unspecified Services. If, after After the date hereof, RxxxxxXx identifies subject to SpinCo in writing a Service that any the last sentence of the SpinCo Assets (as defined in the Separation AgreementSection 2.01(a), including any SpinCo personnel, provided if GE or caused to be Newco identifies a service that (a) the GE Entities provided to or were used in the provision of the 101 Business during the twelve (12) month period NBCU Businesses prior to the Distribution Closing Date that RemainCo Newco reasonably and in good faith believes would be necessary or reasonably useful needs in order for the 101 Business Combined Businesses to continue to operate in substantially the same manner in which the 101 Business NBCU Businesses operated in the twelve (12) month period prior to the Distribution Closing Date, and such Service service was not included in Schedule A or Schedule B (other than because the Parties agreed such service shall not be provided or because such service is included in the Comcast Services Agreement), or (b) the NBCU Businesses provided to GE or its Affiliates prior to the Closing Date that GE reasonably needs in order for GE or its Affiliates to continue to operate in substantially the same manner in which GE or its Affiliates operated prior to the Closing Date, and such service was not set forth on included in Schedule AC or Schedule D (other than because the Parties agreed such service shall not be provided), then, in each case, SpinCo Newco and GE shall use commercially reasonable efforts to provide such requested services (such additional services, the “Additional Services”). GE and Newco will have ninety (90) days after the date hereof to request Additional Services. Unless specifically agreed in writing to the contrary, the Parties shall amend the appropriate Schedule in writing to include such Additional Services (including the incremental fees and termination date with respect to such Additional Services) and such Additional Services shall be deemed Services hereunder, and accordingly, the Party requested to provide such Additional Services shall provide (such Additional Services, or cause such Additional Services to be provided) such requested Service (each such additional service, an “Additional Service”) to RemainCo in a manner consistent with the terms of this Agreement and at such cost and on such other terms as shall be mutually agreed by RemainCo and SpinCo (it being understood that if RemainCo and SpinCo fail to reach agreement on such terms, SpinCo will nonetheless remain obligated to provide the requested Service on the terms hereof using the cost methodology described in ARTICLE V) utilizing substantially similar methodology as used to determine the pricing and terms of the most similar Services provided hereunder. The Parties shall enter into a supplement to the Schedule which shall describe in reasonable detail the nature, scope, Service Period(s), Service Charges, termination provisions (including, if applicable, Termination Charges) and other terms applicable to such Additional Service in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Service set forth therein shall be deemed a “Service” provided under this Agreement, in each case subject to accordance with the terms and conditions of this Agreement and the relevant supplement. Notwithstanding the foregoing, (i) a Party shall have the right to request any Additional Services for the duration of the term of the Agreement, but (ii) in no event shall a Party provide, or cause to be provided, such Additional Services for a Service Period that extends beyond the latest date permitted under any applicable Law. Notwithstanding anything to the contrary in this Agreement but subject to each Party’s compliance with Section 3.01, SpinCo shall not be required to perform any obligation under this Agreement that would result in the breach or violation of any applicable Law.

Additional Unspecified Services. If, after (a) After the date hereofof this Agreement, RxxxxxXx if CBS or Outdoor Americas (i) identifies to SpinCo in writing a Service service that any of (x) the SpinCo Assets (as defined in the Separation Agreement), including any SpinCo personnel, provided or caused to be CBS Group provided to or were used in the provision of the 101 Business during the twelve (12) month period Outdoor Americas Group prior to the Distribution Date IPO Closing Time that RemainCo Outdoor Americas reasonably and in good faith believes would be necessary or reasonably useful needs in order for the 101 Outdoor Americas Business to continue to operate in substantially the same manner in which the 101 Outdoor Americas Business operated in the twelve (12) month period prior to the Distribution DateIPO Closing Time, and such Service is service was not set forth included on Schedule AA (other than because the Parties agreed such service shall not be provided), thenor (y) the Outdoor Americas Group provided to the CBS Group prior to the IPO Closing Time that CBS reasonably needs in order for the CBS Business to continue to operate in substantially the same manner in which the CBS Business operated prior to the IPO Closing Time, and such service was not included on Schedule B (other than because the Parties agreed such service shall not be provided), and (ii) provides written notice to the other Party within three (3) months following the date of this Agreement requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in each caseits reasonable judgment, SpinCo have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided, further, that the Provider shall not be required to provide any Additional Services if the Parties are unable to reach agreement on the terms thereof (or cause including with respect to Service Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.03(a), the CBS Services Manager and the Outdoor Americas Services Manager shall in good faith negotiate the terms of a supplement to the applicable Schedule, which terms shall be provided) such requested Service (each such additional service, an “Additional Service”) to RemainCo in a manner consistent with the terms of this Agreement of, and at such cost and on such other terms as shall be mutually agreed by RemainCo and SpinCo (it being understood that if RemainCo and SpinCo fail to reach agreement on such terms, SpinCo will nonetheless remain obligated to provide the requested Service on the terms hereof using the cost methodology described in ARTICLE V) utilizing substantially similar methodology as used to determine the pricing and terms of the most methodology used for, similar Services provided hereunderunder this Agreement. The Parties shall enter into a Upon the mutual written agreement of the Parties, the supplement to the applicable Schedule which shall describe in reasonable detail the nature, scope, Service Period(sservice period(s), Service Charges, termination provisions (including, if applicable, Termination Charges) and other terms applicable to such Additional Service Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement agreement, and the Additional Service Services set forth therein shall be deemed a “ServiceServices” provided under this Agreement, in each case subject to the terms and conditions of this Agreement and the relevant supplement. Notwithstanding the foregoing, (i) a Party shall have the right to request any Additional Services for the duration of the term of the Agreement, but (ii) in no event shall a Party provide, or cause to be provided, such Additional Services for a Service Period that extends beyond the latest date permitted under any applicable Law. Notwithstanding anything to the contrary in this Agreement but subject to each Party’s compliance with Section 3.01, SpinCo shall not be required to perform any obligation under this Agreement that would result in the breach or violation of any applicable Law.

Additional Unspecified Services. If, after (a) After the date hereofof this Agreement, RxxxxxXx if nVent or Pentair (i) identifies to SpinCo in writing a Service service that any of (x) the SpinCo Assets (as defined in the Separation Agreement), including any SpinCo personnel, provided or caused to be Pentair Group provided to or were used the nVent Group in the provision of the 101 Business during the twelve (12) month period months prior to the Distribution Date that RemainCo nVent reasonably and in good faith believes would be necessary or reasonably useful needs in order for the 101 Electrical Business to continue to operate in substantially the same manner in which the 101 Electrical Business operated in the twelve (12) month period prior to the Distribution Date, and such Service is service was not set forth included on Schedule AA (other than because the Parties agreed such service shall not be provided), thenor (y) the nVent Group provided to the Pentair Group in the twelve (12) months prior to the Distribution Date that Pentair reasonably needs in order for the Pentair Business to continue to operate in substantially the same manner in which the Pentair Business operated prior to the Distribution Date, and such service was not included on Schedule B (other than because the Parties agreed such service shall not be provided), and (ii) provides written notice to the other Party during the one hundred eighty (180) day period immediately following the date hereof requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in each caseits reasonable judgment, SpinCo have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided, further, that the Provider shall not be required to provide any Additional Services if the Parties are unable to reach agreement on the terms thereof (or cause including with respect to Service Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.03(a), the Pentair Services Manager and the nVent Services Manager shall in good faith negotiate the terms of a supplement to the applicable Schedule, which terms shall be provided) such requested Service (each such additional service, an “Additional Service”) to RemainCo in a manner consistent with the terms of this Agreement of, and at such cost and on such other terms as shall be mutually agreed by RemainCo and SpinCo (it being understood that if RemainCo and SpinCo fail to reach agreement on such terms, SpinCo will nonetheless remain obligated to provide the requested Service on the terms hereof using the cost methodology described in ARTICLE V) utilizing substantially similar methodology as used to determine the pricing and terms of the most methodology used for, similar Services provided hereunderunder this Agreement. The Parties shall enter into a Upon the mutual written agreement of the Parties, the supplement to the applicable Schedule which shall describe in reasonable detail the nature, scope, Service Period(sservice period(s), Service Charges, termination provisions (including, if applicable, Termination Charges) and other terms applicable to such Additional Service Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Service Services set forth therein shall be deemed a “Service” Services provided under this Agreement, in each case subject to the terms and conditions of this Agreement and the relevant supplement. Notwithstanding the foregoing, (i) a Party shall have the right to request any Additional Services for the duration of the term of the Agreement, but (ii) in no event shall a Party provide, or cause to be provided, such Additional Services for a Service Period that extends beyond the latest date permitted under any applicable Law. Notwithstanding anything to the contrary in this Agreement but subject to each Party’s compliance with Section 3.01, SpinCo shall not be required to perform any obligation under this Agreement that would result in the breach or violation of any applicable Law.

Additional Unspecified Services. If, after (a) After the date hereofof this Agreement, RxxxxxXx if Parent or SpinCo (i) identifies a service that (x) the Parent Group provided to SpinCo in writing a Service that any of the SpinCo Assets (as defined in the Separation Agreement), including any SpinCo personnel, provided or caused to be provided to or were used in the provision of the 101 Business during the twelve (12) month period Group prior to the Distribution Date Separation Time that RemainCo SpinCo reasonably and in good faith believes would be necessary or reasonably useful needs in order for the 101 SpinCo Business to continue to operate in substantially the same manner in which the 101 SpinCo Business operated in during the twelve (12) month 12)-month period prior to the Distribution DateSeparation Time (the “Service Baseline Period”), and such Service is service was not set forth included on Schedule AA (other than because the Parties expressly agreed that such service shall not be provided), thenor (y) the SpinCo Group provided to the Parent Group prior to the Separation Time that Parent reasonably needs in order for the Parent Business to continue to operate in substantially the same manner in which the Parent Business operated prior to the Separation Time, in each case, SpinCo and such service was not included on Schedule B (other than because the Parties expressly agreed that such service shall provide (or cause to not be provided) and (ii) provides written notice to the other Party prior to the date that is three (3) months following the Separation Date requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested Service additional services (each such requested additional serviceservices, an the “Additional ServiceServices”) ); provided, however, that no Party shall be obligated to RemainCo provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided, further, that a manner Provider shall not be required to provide any Additional Services if the Parties, despite using good faith efforts, are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.4(a), the Parent Services Manager and the SpinCo Services Manager shall in good faith negotiate the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of this Agreement of, and at such cost and on such other terms as shall be mutually agreed by RemainCo and SpinCo (it being understood that if RemainCo and SpinCo fail to reach agreement on such terms, SpinCo will nonetheless remain obligated to provide the requested Service on the terms hereof using the cost methodology described in ARTICLE V) utilizing substantially similar methodology as used to determine the pricing and terms of the most methodology used for, similar Services provided hereunderunder this Agreement. The Parties shall enter into a Upon the mutual written agreement of the Parties, the supplement to the applicable Schedule which shall describe in reasonable detail the Service Charge and the nature, scope, Service Period(sservice period(s), Service Charges, termination provisions (including, if applicable, Termination Charges) and other terms applicable to such Additional Service Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement agreement, and the Additional Service Services set forth therein shall be deemed a “ServiceServices” provided under this Agreement, in each case case, subject to the terms and conditions of this Agreement and Agreement. (b) After the relevant supplement. Notwithstanding the foregoingdate of this Agreement, if (i) a Party shall have Recipient requests a Provider to increase, relative to historical levels prior to the right to request Separation Time, the volume, amount, level or frequency, as applicable, of any Additional Services for the duration Service provided by such Provider of the term of the Agreement, but such Service and (ii) such increase is reasonably determined by such Recipient as necessary for such Recipient to operate its businesses (such increases, the “Service Increases”), then the Parties shall cooperate and negotiate in no event shall a Party provide, or cause good faith to be provided, such Additional Services for a Service Period that extends beyond determine whether the latest date permitted under any applicable Law. Notwithstanding anything to the contrary in this Agreement but subject to each Party’s compliance with Section 3.01, SpinCo shall not Provider will be required to perform provide such requested Service Increase; provided, however, that no Party shall be obligated to provide any obligation Service Increase, including because, after good-faith negotiations between the Parties, the Parties fail to reach an agreement with respect to the terms thereof (including with respect to Service Charges therefor). If the Parties determine that the Provider shall provide such requested Service Increase in accordance with this Section 2.4(b), the Parent Services Manager and the SpinCo Services Manager shall in good faith negotiate the terms of an amendment to the applicable Schedule, which amendment shall be consistent with the terms of, and the pricing methodology used for, the applicable Service. Each amended Schedule, as agreed in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement, and the Service Increases set forth therein shall be deemed a part of the “Services” provided under this Agreement that would result Agreement, in each case, subject to the breach or violation terms and conditions of any applicable Lawthis Agreement.

Additional Unspecified Services. If, (a) If SpinCo reasonably determines in good faith after the date hereof, RxxxxxXx identifies hereof (but no later than the date that is two months after the Spin-off Date) that additional transition services (not listed on Annex B) of the type previously provided by members of the VSI Group to support and assist the SpinCo Business are necessary to support and assist SpinCo in writing a Service that any the conduct of the SpinCo Assets Business, and SpinCo or its Subsidiaries are not able to provide (as defined in themselves or through service providers) such services to the Separation Agreement)SpinCo Business, including any then SpinCo personnelmay provide written notice thereof to VSI. Upon receipt of such notice by VSI, provided or caused VSI will use commercially reasonable efforts to be provided to or were used in the provision of the 101 Business provide such additional service during the twelve (12) month period prior Term, subject to agreement between the Distribution Date that RemainCo reasonably and in good faith believes would be necessary or reasonably useful in order for Parties regarding an amendment to Annex B setting forth the 101 Business to continue to operate in substantially the same manner in which the 101 Business operated in the twelve (12) month period prior to the Distribution Date, and such Service is not set forth on Schedule A, then, in each case, SpinCo shall provide (or cause to be provided) such requested Service additional service (each such additional service, service an “Additional VSI Service”) to RemainCo in a manner consistent with the terms of this Agreement and at such cost and on such other terms as shall be mutually agreed by RemainCo and SpinCo (it being understood that if RemainCo and SpinCo fail to reach agreement on such terms, SpinCo will nonetheless remain obligated to provide the requested Service on the terms hereof using the cost methodology described in ARTICLE V) utilizing substantially similar methodology as used to determine the pricing and terms of the most similar Services provided hereunder. The Parties shall enter into a supplement to the Schedule which shall describe in reasonable detail the nature, scope, Service Period(s), Service Charges, termination provisions (including, if applicable, Termination Charges) and other terms applicable to such Additional Service in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Service set forth therein shall be deemed a “Service” provided under this Agreement, in each case subject to the terms and conditions for the provision of this Agreement such Additional VSI Service and the relevant supplementFees payable by SpinCo for such Additional VSI Service, such Fees to be determined on an arm’s-length basis. Notwithstanding For the foregoingavoidance of doubt, (i) a Party shall VSI will have the right no obligation to request provide any Additional VSI Services to the extent doing so would negatively impact the business or operations or VSI or its Subsidiaries in any material respect. (b) If VSI reasonably determines in good faith after the date hereof (but no later than the date that is two months after the Spin-off Date) that additional transition services (not listed on Annex C) of the type previously provided by members of the SpinCo Group to support and assist the CES Business are necessary to support and assist VSI in the conduct of the CES Business, and VSI or its Subsidiaries are not able to provide (themselves or through service providers) such services to the CES Business, then VSI may provide written notice thereof to SpinCo. Upon receipt of such notice by SpinCo, SpinCo will use commercially reasonable efforts to provide such additional service during the Term, subject to agreement between the Parties regarding an amendment to Annex C setting forth the additional service (each such service an “Additional SpinCo Service”), the terms and conditions for the duration provision of such Additional SpinCo Service and the term of the AgreementFees payable by VSI for such Additional SpinCo Service, but (ii) in no event shall a Party provide, or cause such Fees to be provideddetermined on an arm’s-length basis. For the avoidance of doubt, such SpinCo will have no obligation to provide any Additional SpinCo Services for a Service Period that extends beyond the latest date permitted under any applicable Law. Notwithstanding anything to the contrary extent doing so would negatively impact the business or operations or SpinCo or its Subsidiaries in this Agreement but subject to each Party’s compliance with Section 3.01, SpinCo shall not be required to perform any obligation under this Agreement that would result in the breach or violation of any applicable Lawmaterial respect.

Additional Unspecified Services. If, after (a) After the date hereofof this Agreement, RxxxxxXx if CBS or Radio (i) identifies to SpinCo in writing a Service service that any of (x) the SpinCo Assets (as defined in the Separation Agreement), including any SpinCo personnel, provided or caused to be CBS Group provided to or were used in the provision of the 101 Business during the twelve (12) month period Radio Group prior to the Distribution Date IPO Closing Time that RemainCo Radio reasonably and in good faith believes would be necessary or reasonably useful needs in order for the 101 Radio Business to continue to operate in substantially the same manner in which the 101 Radio Business operated in the twelve (12) month period prior to the Distribution DateIPO Closing Time, and such Service is service was not set forth included on Schedule AA (other than because the Parties mutually and knowingly agreed such service shall not be provided), thenor (y) the Radio Group provided to the CBS Group prior to the IPO Closing Time that CBS reasonably needs in order for the CBS Business to continue to operate in substantially the same manner in which the CBS Business operated prior to the IPO Closing Time, and such service was not included on Schedule B (other than because the Parties mutually and knowingly agreed such service shall not be provided), and (ii) provides written notice to the other Party within three (3) months following the date of this Agreement requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in each caseits reasonable judgment, SpinCo have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided, further, that the Provider shall not be required to provide any Additional Services if the Parties, despite using good faith efforts, are unable to reach agreement on the terms thereof (or cause including with respect to Service Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.03(a), the CBS Services Manager and the Radio Services Manager shall in good faith negotiate the terms of a supplement to the applicable Schedule, which terms shall be provided) such requested Service (each such additional service, an “Additional Service”) to RemainCo in a manner consistent with the terms of this Agreement of, and at such cost and on such other terms as shall be mutually agreed by RemainCo and SpinCo (it being understood that if RemainCo and SpinCo fail to reach agreement on such terms, SpinCo will nonetheless remain obligated to provide the requested Service on the terms hereof using the cost methodology described in ARTICLE V) utilizing substantially similar methodology as used to determine the pricing and terms of the most methodology used for, similar Services provided hereunderunder this Agreement. The Parties shall enter into a Upon the mutual written agreement of the Parties, the supplement to the applicable Schedule which shall describe in reasonable detail the nature, scope, Service Period(sservice period(s), Service Charges, termination provisions (including, if applicable, Termination Charges) and other terms applicable to such Additional Service Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement agreement, and the Additional Service Services set forth therein shall be deemed a “ServiceServices” provided under this Agreement, in each case subject to the terms and conditions of this Agreement and the relevant supplement. Notwithstanding the foregoing, (i) a Party shall have the right to request any Additional Services for the duration of the term of the Agreement, but (ii) in no event shall a Party provide, or cause to be provided, such Additional Services for a Service Period that extends beyond the latest date permitted under any applicable Law. Notwithstanding anything to the contrary in this Agreement but subject to each Party’s compliance with Section 3.01, SpinCo shall not be required to perform any obligation under this Agreement that would result in the breach or violation of any applicable Law.

Additional Unspecified Services. If, after (a) After the date hereofof this Agreement, RxxxxxXx if HXXX or HBIO (i) identifies to SpinCo in writing a Service service that any of (x) the SpinCo Assets (as defined in the Separation Agreement), including any SpinCo personnel, provided or caused to be HBIO Entities provided to or were used in the provision of the 101 HXXX Business during the twelve (12) month period prior to the Distribution IPO Closing Date that RemainCo HXXX reasonably and in good faith believes would be necessary or reasonably useful needs in order for the 101 HXXX Business to continue to operate in substantially the same manner in which the 101 HXXX Business operated in the twelve (12) month period prior to the Distribution IPO Closing Date, and such Service is service was not set forth included on Schedule AA (other than because the Parties agreed such service shall not be provided), thenor (y) the HXXX Entities provided to HBIO or its Affiliates prior to the IPO Closing Date that HBIO reasonably needs in order for the HBIO Business to continue to operate in substantially the same manner in which the HBIO Business operated prior to the IPO Closing Date, and such service was not included on Schedule B (other than because the Parties agreed such service shall not be provided), and (ii) provides written notice to the other Party within one hundred twenty (120) days following the IPO Closing Date requesting such additional services, then such other party shall use its commercially reasonable efforts to provide such requested additional services (such additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in each caseits reasonable judgment, SpinCo have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses. Notwithstanding the foregoing, the Provider shall promptly notify the Recipient if it deems itself unable to provide (or cause to be provided) such requested Service (each such additional service, an “Additional Service”) , and will use commercially reasonable efforts to RemainCo cooperate with the Recipient to identify and engage a third party to provide comparable services to the Recipient, the payment for which will be negotiated directly between the Recipient and such third party. In connection with any request for Additional Services in accordance with this Section 2.03(a), the HBIO Services Manager and the HXXX Services Manager shall in good faith negotiate the terms of a manner supplemental Schedule, which terms shall be consistent with the terms of this Agreement of, and at such cost and on such other terms as shall be mutually agreed by RemainCo and SpinCo (it being understood that if RemainCo and SpinCo fail to reach agreement on such terms, SpinCo will nonetheless remain obligated to provide the requested Service on the terms hereof using the cost methodology described in ARTICLE V) utilizing substantially similar methodology as used to determine the pricing and terms of the most methodology used for, similar Services provided hereunderunder this Agreement. The Parties shall enter into a supplement agree to the applicable Service Charge and the supplemental Schedule which shall describe in reasonable detail the nature, scope, Service Period(sservice period(s), Service Charges, termination provisions (including, if applicable, Termination Charges) and other terms applicable to such Additional Service in a manner similar to that in which the Services are described in the existing SchedulesServices. Each supplement to the applicable supplemental Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Service Services set forth therein shall be deemed a “ServiceServices” provided under this Agreement, in each case subject to the terms and conditions of this Agreement Agreement. (b) After the date of this Agreement, if (i) (x) a Recipient requests or (y) a Provider reasonably determines that the Recipient’s business requires, the Provider to increase, relative to historical levels prior to the IPO Closing Date, the volume, amount, level or frequency, as applicable, of any Service provided by such Provider and (ii) such increase is reasonably determined by the relevant supplementRecipient as necessary for the Recipient to operate its businesses (such increases, the “Service Increases”), then such Provider shall use its commercially reasonable efforts to provide the Service Increases in accordance with such request; provided, however, that the Provider shall not be obligated to provide any Service Increase if it does not, in its reasonable judgment, have adequate resources to provide such Service Increase or if the provision of such Service Increase would significantly disrupt the operation of its businesses. Notwithstanding the foregoing, (i) the Provider shall promptly notify the Recipient if it deems itself unable to provide such Service Increase, and will use commercially reasonable efforts to cooperate with the Recipient to identify and engage a Party third party to provide comparable services to the Recipient, the payment for which will be negotiated directly between the Recipient and such third party. In connection with any request for Service Increases in accordance with this Section 2.03(b), the HBIO Services Manager and the HXXX Services Manager shall have in good faith negotiate the right terms of an amendment to request any Additional Services for the duration applicable Schedule, which amendment shall be consistent with the terms of, and the pricing methodology used for, the applicable Service. Each amended Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the term date of such agreement and the Service Increases set forth therein shall be deemed a part of the “Services” provided under this Agreement, but (ii) in no event shall a Party provide, or cause to be provided, such Additional Services for a Service Period that extends beyond the latest date permitted under any applicable Law. Notwithstanding anything each case subject to the contrary in terms and conditions of this Agreement but subject to each Party’s compliance with Section 3.01, SpinCo shall not be required to perform any obligation under this Agreement that would result in the breach or violation of any applicable LawAgreement.

Additional Unspecified Services. If, after (a) After the date hereofof this Agreement, RxxxxxXx if Mallinckrodt or Covidien (i) identifies to SpinCo in writing a Service service that any of (x) the SpinCo Assets (as defined in the Separation Agreement), including any SpinCo personnel, provided or caused to be Covidien Group provided to or were used in the provision of the 101 Business during the twelve (12) month period Mallinckrodt Group prior to the Distribution Date that RemainCo Mallinckrodt reasonably and in good faith believes would be necessary or reasonably useful needs in order for the 101 Mallinckrodt Business to continue to operate in substantially the same manner in which the 101 Mallinckrodt Business operated in the twelve (12) month period prior to the Distribution Date, and such Service is service was not set forth in- cluded on Schedule AA (other than because the Parties agreed such service shall not be provided), thenor (y) the Mallinckrodt Group provided to the Covidien Group prior to the Distribution Date that Covidien reasonably needs in order for the Covidien Business to continue to operate in substan- tially the same manner in which the Covidien Business operated prior to the Distribution Date, and such service was not included on Schedule B (other than because the Parties agreed such service shall not be provided), and (ii) provides written notice to the other Party within ten (10) days following the date of the filing by Mallinckrodt of its first Annual Report on Form 10-K with the U.S. Securities and Exchange Commission requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested addi- tional services (such requested additional services, the “Additional Services”); provided, howev- er, that no Party shall be obligated to provide any Additional Service if it does not, in each caseits reason- able judgment, SpinCo have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided, further, that the Provider shall not be required to provide (or cause to be provided) such requested Service (each such additional service, an “any Additional Service”) to RemainCo in a manner consistent with Services if the terms of this Agreement and at such cost and on such other terms as shall be mutually agreed by RemainCo and SpinCo (it being understood that if RemainCo and SpinCo fail Parties are unable to reach agreement on such terms, SpinCo will nonetheless remain obligated to provide the requested Service on the terms hereof using thereof (including with respect to Service Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.03(a), the cost methodology described Covidien Services Manager and the Mallinckrodt Services Manager shall in ARTICLE V) utilizing substantially similar methodology as used to determine good faith negotiate the pricing and terms of the most similar Services provided hereunder. The Parties shall enter into a supplement to the applicable Schedule, which terms shall be con- sistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the Parties, the supplement to the appli- cable Schedule which shall describe in reasonable detail the nature, scope, Service Period(sservice period(s), Service Charges, termination termina- tion provisions (including, if applicable, Termination Charges) and other terms applicable to such Additional Service Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Service Services set forth therein shall be deemed a “ServiceServices” provided under this Agreement, in each case subject to the terms and conditions of this Agreement and the relevant supplement. Notwithstanding the foregoing, (i) a Party shall have the right to request any Additional Services for the duration of the term of the Agreement, but (ii) in no event shall a Party provide, or cause to be provided, such Additional Services for a Service Period that extends beyond the latest date permitted under any applicable Law. Notwithstanding anything to the contrary in this Agreement but subject to each Party’s compliance with Section 3.01, SpinCo shall not be required to perform any obligation under this Agreement that would result in the breach or violation of any applicable LawAgree- ment.

Additional Unspecified Services. If, after (a) After the date hereofof this Agreement, RxxxxxXx if nVent or Pentair (i) identifies to SpinCo in writing a Service service that any of (x) the SpinCo Assets (as defined in the Separation Agreement), including any SpinCo personnel, provided or caused to be Pentair Group provided to or were used the nVent Group in the provision of the 101 Business during the twelve (12) month period months prior to the Distribution Date that RemainCo nVent reasonably and in good faith believes would be necessary or reasonably useful needs in order for the 101 Electrical Business to continue to operate in substantially the same manner in which the 101 Electrical Business operated in the twelve (12) month period prior to the Distribution Date, and such Service is service was not set forth included on Schedule AA (other than because the Parties agreed such service shall not be provided), thenor (y) the nVent Group provided to the Pentair Group in the twelve (12) months prior to the Distribution Date that Pentair reasonably needs in order for the Pentair Business to continue to operate in substantially the same manner in which the Pentair Business operated prior to the Distribution Date, and such service was not included on Schedule B (other than because the Parties agreed such service shall not be provided), and (ii) provides written notice to the other Party during the one hundred eighty (180) day period immediately following the date hereof requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in each caseits reasonable judgment, SpinCo have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided, further, that the Provider shall not be required to provide any Additional Services if the Parties are unable to reach agreement on the terms thereof (or cause including with respect to Service Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.03(a), the Pentair Services Manager and the nVent Services Manager shall in good faith negotiate the terms of a supplement to the applicable Schedule, which terms shall be provided) such requested Service (each such additional service, an “Additional Service”) to RemainCo in a manner consistent with the terms of this Agreement of, and at such cost and on such other terms as shall be mutually agreed by RemainCo and SpinCo (it being understood that if RemainCo and SpinCo fail to reach agreement on such terms, SpinCo will nonetheless remain obligated to provide the requested Service on the terms hereof using the cost methodology described in ARTICLE V) utilizing substantially similar methodology as used to determine the pricing and terms of the most methodology used for, similar Services provided hereunderunder this Agreement. The Parties shall enter into a Upon the mutual written agreement of the Parties, the supplement to the applicable Schedule which shall describe in reasonable detail the nature, scope, Service Period(sservice period(s), Service Charges, termination provisions (including, if applicable, Termination Charges) and other terms applicable to such Additional Service Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Service Services set forth therein shall be deemed a “ServiceServices” provided under this Agreement, in each case subject to the terms and conditions of this Agreement and the relevant supplement. Notwithstanding the foregoing, (i) a Party shall have the right to request any Additional Services for the duration of the term of the Agreement, but (ii) in no event shall a Party provide, or cause to be provided, such Additional Services for a Service Period that extends beyond the latest date permitted under any applicable Law. Notwithstanding anything to the contrary in this Agreement but subject to each Party’s compliance with Section 3.01, SpinCo shall not be required to perform any obligation under this Agreement that would result in the breach or violation of any applicable Law.

Additional Unspecified Services. If, after (a) If CBS or Outdoor Americas (i) identifies a service that (x) the date hereof, RxxxxxXx identifies to SpinCo in writing a Service that any of the SpinCo Assets (as defined in the Separation Agreement), including any SpinCo personnel, provided or caused to be CBS Group provided to or were used in the provision of the 101 Business during the twelve (12) month period Outdoor Americas Group prior to the Distribution Date IPO Closing Time that RemainCo Outdoor Americas reasonably and in good faith believes would be necessary or reasonably useful needs in order for the 101 Outdoor Americas Business to continue to operate in substantially the same manner in which the 101 Outdoor Americas Business operated in the twelve (12) month period prior to the Distribution DateIPO Closing Time, and such Service is service was not set forth included on Schedule AA (other than because the Parties agreed such service shall not be provided), thenor (y) the Outdoor Americas Group provided to the CBS Group prior to the IPO Closing Time that CBS reasonably needs in order for the CBS Business to continue to operate in substantially the same manner in which the CBS Business operated prior to the IPO Closing Time, and such service was not included on Schedule B (other than because the Parties agreed such service shall not be provided), and (ii) provides written notice to the other Party within three (3) months following the date of the Initial Agreement requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in each caseits reasonable judgment, SpinCo have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided, further, that the Provider shall not be required to provide any Additional Services if the Parties are unable to reach agreement on the terms thereof (or cause including with respect to Service Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.03(a), the CBS Services Manager and the Outdoor Americas Services Manager shall in good faith negotiate the terms of a supplement to the applicable Schedule, which terms shall be provided) such requested Service (each such additional service, an “Additional Service”) to RemainCo in a manner consistent with the terms of this Agreement of, and at such cost and on such other terms as shall be mutually agreed by RemainCo and SpinCo (it being understood that if RemainCo and SpinCo fail to reach agreement on such terms, SpinCo will nonetheless remain obligated to provide the requested Service on the terms hereof using the cost methodology described in ARTICLE V) utilizing substantially similar methodology as used to determine the pricing and terms of the most methodology used for, similar Services provided hereunderunder this Agreement. The Parties shall enter into a Upon the mutual written agreement of the Parties, the supplement to the applicable Schedule which shall describe in reasonable detail the nature, scope, Service Period(sservice period(s), Service Charges, termination provisions (including, if applicable, Termination Charges) and other terms applicable to such Additional Service Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement agreement, and the Additional Service Services set forth therein shall be deemed a “ServiceServices” provided under this Agreement, in each case subject to the terms and conditions of this Agreement and the relevant supplement. Notwithstanding the foregoing, (i) a Party shall have the right to request any Additional Services for the duration of the term of the Agreement, but (ii) in no event shall a Party provide, or cause to be provided, such Additional Services for a Service Period that extends beyond the latest date permitted under any applicable Law. Notwithstanding anything to the contrary in this Agreement but subject to each Party’s compliance with Section 3.01, SpinCo shall not be required to perform any obligation under this Agreement that would result in the breach or violation of any applicable Law.

Additional Unspecified Services. If, after (a) After the date hereofof this Agreement, RxxxxxXx if Parent or Xxxx (i) identifies to SpinCo in writing a Service service that any of (x) the SpinCo Assets (as defined in the Separation Agreement), including any SpinCo personnel, provided or caused to be Parent Group provided to or were used in the provision of the 101 Business during the twelve (12) month period Xxxx Group prior to the Distribution Date Separation Time that RemainCo Xxxx reasonably and in good faith believes would be necessary or reasonably useful needs in order for the 101 Xxxx Business to continue to operate in substantially the same manner in which the 101 Xxxx Business operated in the twelve (12) month period prior to the Distribution DateSeparation Time, and such Service is service was not set forth included on Schedule AA (other than because the Parties expressly agreed that such service shall not be provided), thenor (y) the Xxxx Group provided to the Parent Group prior to the Separation Time that Parent reasonably needs in order for the Parent Business to continue to operate in substantially the same manner in which the Parent Business operated prior to the Separation Time, in each case, SpinCo and such service was not included on Schedule B (other than because the Parties expressly agreed that such service shall provide (or cause to not be provided) and (ii) provides written notice to the other Party prior to the date that is three (3) months following the Distribution Date requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested Service additional services (each such requested additional serviceservices, an the “Additional ServiceServices”) ); provided, however, that no Party shall be obligated to RemainCo provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided, further, that a manner Provider shall not be required to provide any Additional Services if the Parties, despite using good faith efforts, are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.3(a), the Parent Services Manager and the Xxxx Services Manager shall in good faith negotiate the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of this Agreement of, and at such cost and on such other terms as shall be mutually agreed by RemainCo and SpinCo (it being understood that if RemainCo and SpinCo fail to reach agreement on such terms, SpinCo will nonetheless remain obligated to provide the requested Service on the terms hereof using the cost methodology described in ARTICLE V) utilizing substantially similar methodology as used to determine the pricing and terms of the most methodology used for, similar Services provided hereunderunder this Agreement. The Parties shall enter into a Upon the mutual written agreement of the Parties, the supplement to the applicable Schedule which shall describe in reasonable detail the Service Charge and the nature, scope, Service Period(sservice period(s), Service Charges, termination provisions (including, if applicable, Termination Charges) and other terms applicable to such Additional Service Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement agreement, and the Additional Service Services set forth therein shall be deemed a “ServiceServices” provided under this Agreement, in each case case, subject to the terms and conditions of this Agreement and Agreement. (b) After the relevant supplement. Notwithstanding the foregoingdate of this Agreement, if (i) a Party shall have Recipient requests a Provider to increase, relative to historical levels prior to the right to request Separation Time, the volume, amount, level or frequency, as applicable, of any Additional Services for the duration Service provided by such Provider of the term of the Agreement, but such Service and (ii) such increase is reasonably determined by such Recipient as necessary for such Recipient to operate its businesses (such increases, the “Service Increases”), then such Provider shall consider such request in no event shall a Party provide, or cause to be good faith; provided, such Additional Services for a however, that no Party shall be obligated to provide any Service Period that extends beyond Increase, including because, after good-faith negotiations between the latest date permitted under any applicable Law. Notwithstanding anything Parties, the Parties fail to reach an agreement with respect to the contrary terms thereof (including with respect to Service Charges therefor). In connection with any request for Service Increases in accordance with this Section 2.3(b), the Parent Services Manager and the Xxxx Services Manager shall in good faith negotiate the terms of an amendment to the applicable Schedule, which amendment shall be consistent with the terms of, and the pricing methodology used for, the applicable Service. Each amended Schedule, as agreed in writing by the Parties, shall be deemed part of this Agreement but as of the date of such agreement, and the Service Increases set forth therein shall be deemed a part of the “Services” provided under this Agreement, in each case, subject to each Party’s compliance with Section 3.01, SpinCo shall not be required to perform any obligation under the terms and conditions of this Agreement that would result in the breach or violation of any applicable LawAgreement.

Additional Unspecified Services. If, after (a) After the date hereofof this Agreement, RxxxxxXx if CBS or Radio (i) identifies to SpinCo in writing a Service service that any of (x) the SpinCo Assets (as defined in the Separation Agreement), including any SpinCo personnel, provided or caused to be CBS Group provided to or were used in the provision of the 101 Business during the twelve (12) month period Radio Group prior to the Distribution Date IPO Closing Time that RemainCo Radio reasonably and in good faith believes would be necessary or reasonably useful needs in order for the 101 Radio Business to continue to operate in substantially the same manner in which the 101 Radio Business operated in the twelve (12) month period prior to the Distribution DateIPO Closing Time, and such Service is service was not set forth included on Schedule AA (other than because the Parties mutually and knowingly agreed such service shall not be provided), thenor (y) the Radio Group provided to the CBS Group prior to the IPO Closing Time that CBS reasonably needs in order for the CBS Business to continue to operate in substantially the same manner in which the CBS Business operated prior to the IPO Closing Time, and such service was not included on Schedule B (other than because the Parties mutually and knowingly agreed such service shall not be provided), and (ii) provides written notice to the other Party within three (3) months following the date of this Agreement requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in each caseits reasonable judgment, SpinCo have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided, further, that the Provider shall not be required to provide any Additional Services if the Parties, despite using good faith efforts, are unable to reach agreement on the terms thereof (or cause including with respect to Service Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.03(a), the CBS Services Manager and the Radio Services Manager shall in good faith negotiate the terms of a supplement to the applicable Schedule, which terms shall be provided) such requested Service (each such additional service, an “Additional Service”) to RemainCo in a manner consistent with the terms of this Agreement of, and at such cost and on such other terms as shall be mutually agreed by RemainCo and SpinCo (it being understood that if RemainCo and SpinCo fail to reach agreement on such terms, SpinCo will nonetheless remain obligated to provide the requested Service on the terms hereof using the cost methodology described in ARTICLE V) utilizing substantially similar methodology as used to determine the pricing and terms of the most methodology used for, similar Services provided hereunderunder this Agreement. The Parties shall enter into a Upon the mutual written agreement of the Parties, the supplement to the applicable Schedule which shall describe in reasonable detail the nature, scope, Service Period(sservice period(s), Service Charges, termination provisions (including, if applicable, Termination Charges) and other terms applicable to such Additional Service Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement agreement, and the Additional Service Services set forth therein shall be deemed a “ServiceServices” provided under this Agreement, in each case subject to the terms and conditions of this Agreement and Agreement. (b) After the relevant supplement. Notwithstanding the foregoingdate of this Agreement, if (i) a Party shall have Recipient requests to increase, relative to historical levels prior to the right to request IPO Closing Time, the volume, amount, level or frequency, as applicable, of any Additional Services for Service provided by the duration Provider of the term of the Agreement, but such Service and (ii) such increase is reasonably determined by such Recipient as necessary for the Recipient to operate its businesses (such increases, the “Service Increases”), then such Provider shall consider such request in no event shall a Party provide, or cause to be good faith; provided, such Additional Services for a however, that no Party shall be obligated to provide any Service Period that extends beyond Increase, including because, after good-faith negotiations between the latest date permitted under any applicable Law. Notwithstanding anything Parties, the Parties fail to reach an agreement with respect to the contrary terms thereof (including with respect to Service Charges therefor). In connection with any request for Service Increases in accordance with this Section 2.03(b), the CBS Services Manager and the Radio Services Manager shall in good faith negotiate the terms of an amendment to the applicable Schedule, which amendment shall be consistent with the terms of, and the pricing methodology used for, the applicable Service. Each amended Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement but as of the date of such agreement, and the Service Increases set forth therein shall be deemed a part of the “Services” provided under this Agreement, in each case subject to each Party’s compliance with Section 3.01, SpinCo shall not be required to perform any obligation under the terms and conditions of this Agreement that would result in the breach or violation of any applicable LawAgreement.

Additional Unspecified Services. If, after (a) After the date hereofof this Agreement, RxxxxxXx if nVent or Pentair (i) identifies to SpinCo in writing a Service service that any of (x) the SpinCo Assets (as defined in the Separation Agreement), including any SpinCo personnel, provided or caused to be Pentair Group provided to or were used the nVent Group in the provision of the 101 Business during the twelve (12) month period months prior to the Distribution Date that RemainCo nVent reasonably and in good faith believes would be necessary or reasonably useful needs in order for the 101 Electrical Business to continue to operate in substantially the same manner in which the 101 Electrical Business operated in the twelve (12) month period prior to the Distribution Date, and such Service is service was not set forth included on Schedule AA (other than because the Parties agreed such service shall not be provided), thenor (y) the nVent Group provided to the Pentair Group in the twelve (12) months prior to the Distribution Date that Pentair reasonably needs in order for the Pentair Business to continue to operate in substantially the same manner in which the Pentair Business operated prior to the Distribution Date, and such service was not included on Schedule B (other than because the Parties agreed such service shall not be provided), and (ii) provides written notice to the other Party during the one hundred eighty (180) day period immediately following the date hereof requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in each caseits reasonable judgment, SpinCo have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided, further, that the Provider shall not be required to provide any Additional Services if the Parties are unable to reach agreement on the terms thereof (or cause including with respect to Service Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.03(a), the Pentair Services Manager and the nVent Services Manager shall in good faith negotiate the terms of a supplement to the applicable Schedule, which terms shall be provided) such requested Service (each such additional service, an “Additional Service”) to RemainCo in a manner consistent with the terms of this Agreement of, and at such cost and on such other terms as shall be mutually agreed by RemainCo and SpinCo (it being understood that if RemainCo and SpinCo fail to reach agreement on such terms, SpinCo will nonetheless remain obligated to provide the requested Service on the terms hereof using the cost methodology described in ARTICLE V) utilizing substantially similar methodology as used to determine the pricing and terms of the most methodology used for, similar Services provided hereunderunder this Agreement. The Parties shall enter into a Upon the mutual written agreement of the Parties, the supplement to the applicable Schedule which shall describe in reasonable detail the nature, scope, Service Period(sservice period(s), Service Charges, termination provisions (including, if applicable, Termination Charges) and other terms applicable to such Additional Service Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Service Services set forth therein shall be deemed a “Service” Services provided under this Agreement, in each case subject to the terms and conditions of this Agreement and Agreement. (b) After the relevant supplement. Notwithstanding the foregoingdate of this Agreement, if (i) a Party shall have Recipient requests to increase, relative to historical levels prior to the right to request Distribution Date, the volume, amount, level or frequency, as applicable, of any Additional Services for the duration of the term of the Agreement, but Service provided by such Provider and (ii) such increase is reasonably determined by the Recipient as necessary for the Recipient to operate its businesses (such increases, the “Service Increases”), then such Provider shall consider such request in good faith; provided, however, that no event Party shall be obligated to provide any Service Increase, including because, after good- faith negotiations between the Parties, the Parties fail to reach an agreement with respect to the terms thereof (including with respect to Service Charges therefor). In connection with any request for Service Increases in accordance with this Section 2.03(b), the Pentair Services Manager and the nVent Services Manager shall in good faith negotiate the terms of an amendment to the applicable Schedule, which amendment shall be consistent with the terms of, and the pricing methodology used for, the applicable Service. Each amended Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Service Increases set forth therein shall be deemed a Party providepart of the Services provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (c) Notwithstanding the foregoing clauses (a) and (b), and without limiting the remainder of this clause (c), the Provider shall not be obligated to perform or to cause to be performed any Service in a volume or quantity in any fiscal year that exceeds the highest volumes or quantities of analogous services provided to Pentair’s applicable functional group or Subsidiary during fiscal year 2017 (without reference to the transactions contemplated by the Separation Agreement) (the “Service Baseline Period”). If the Recipient requests that the Provider perform or cause to be providedperformed any Service in a volume or quantity that exceeds the highest volumes or quantities of analogous services that were provided to Pentair or its applicable functional group or Subsidiary during the Service Baseline Period, then: (i) if such Additional Services for a Service Period higher volume or quantity results from fluctuations occurring in the ordinary course of business of the Recipient, the Provider shall use commercially reasonable efforts to provide such requested higher volume or quantity; and (ii) if such higher volume or quantity results from any other source, including an acquisition, merger, purchase or other business combination by the Recipient, the Parties shall cooperate and act in good faith to determine whether the Provider shall provide such requested higher volume or quantity. If the Parties agree that extends beyond the latest date permitted under any applicable Law. Notwithstanding anything Provider shall provide the requested higher volume or quantity, then Pentair and nVent shall document such terms in an amendment to the contrary applicable Schedule, which amendment shall be consistent with the terms of, and the pricing methodology used for, the applicable Service. Each amended subsection of the applicable Schedule hereto, as agreed to in writing by the Parties, shall be deemed part of this Agreement but as of the date of such agreement and the volume or quantity increases set forth therein shall be deemed a part of the Services provided under this Agreement, in each case subject to each Party’s compliance with Section 3.01, SpinCo shall not be required to perform any obligation under the terms and conditions of this Agreement that would result in the breach or violation of any applicable LawAgreement.