Common use of Additional Unspecified Services Clause in Contracts

Additional Unspecified Services. If, after the date hereof, ▇▇▇▇▇▇▇▇ 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 the Royalty 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 Royalty Business to continue to operate in substantially the same manner in which RemainCo 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(a) After the Plan Effective Date, after if Spinco (i) identifies a service that the date hereof, ▇▇▇▇▇▇▇▇ 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 GGP Entities provided to the Royalty Spinco Business during the twelve (12) month period prior to the Distribution Plan Effective Date that RemainCo is reasonably and in good faith believes would be necessary or reasonably useful in order for the Royalty Spinco Business to continue to operate in substantially the same manner in which RemainCo the Spinco Business operated in the twelve (12) month period prior to the Distribution DatePlan Effective Date and is otherwise material to operations of the Spinco Business, and such Service is service was not set forth included on Schedule Athe Schedules, then, in each case, SpinCo shall provide and (or cause ii) provides written notice to be providedGGP within one hundred twenty (120) such requested Service (each days following the Plan Effective Date requesting such additional service, an then GGP shall, subject to the negotiation of mutually acceptable terms of the applicable Schedule (as described in the next sentence), provide such requested additional service provided that (i) the GGP Entities have adequate resources to provide such service, (ii) such service can be provided without unreasonable disruption to the GGP Entities’ businesses and (iii) the provision of such service will not violate (whether directly or by virtue of a cross-default) a material contract or agreement of a GGP Entity or result in a violation of applicable Law (such additional services, the “Additional ServiceServices”) to RemainCo ). In connection with any request for Additional Services in accordance with this Section 2.03(a), the GGP Service Manager and the Spinco Service 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 Schedule 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, ▇▇▇▇▇▇▇▇ 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 the Royalty 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 Royalty Mallinckrodt Business to continue to operate in substantially the same manner in which RemainCo the Mallinckrodt 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 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 substantially 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 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 Covidien Services Manager and the Mallinckrodt 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 the date hereof, ▇▇▇▇▇▇▇▇ Parent or SpinCo identifies to SpinCo the other in writing a Service service that (a) any of the SpinCo Assets (as defined in the Separation Agreement), including any SpinCo personnel, provided or caused to be Parent Entities provided to the Royalty SpinCo Business in the ordinary course of business during the twelve six (126) month period prior to the Distribution Date that RemainCo SpinCo reasonably and in good faith believes would be necessary or reasonably useful that a SpinCo Entity needs in order for the Royalty SpinCo Business to continue to operate in substantially the same manner in which RemainCo the SpinCo Business operated in the twelve (12) month period immediately prior to the Distribution Date, and such Service service is not set forth on Schedule AE, or (b) any of the SpinCo Entities provided to the Parent Business in the ordinary course of business during the six (6) month period prior to the Distribution Date that Parent reasonably and in good faith believes it needs in order for the Parent Business to continue to operate in substantially the same manner in which the Parent Business operated immediately prior to the Distribution Date, and such service is not set forth on Schedule F, then, in each case, SpinCo and Parent shall negotiate in good faith to provide (or cause to be provided) such requested Service 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 Parent 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 Upon the mutual written agreement of the Parties, the Parties shall enter into a supplement to the applicable Schedule which shall describe in reasonable detail the nature, scope, Service Period(s), Service Charges, termination provisions (including, if applicable, Termination Charges and Decommissioning 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 no more than three (3) months after the right Distribution Date to request any Additional Services for the duration of the term of the AgreementServices, but and (ii) in no event shall a Party provide, or cause to be provided, such Additional Services for a Service Period that is (A) longer than the longest Service Period for any Service then provided for in the Schedules or (B) extends beyond the latest date permitted under any applicable LawLaw or third-party Contract. If the Parties are unable to agree on the cost or other terms of the Additional Service, Provider shall be under no obligation to provide such requested Additional Service. Notwithstanding anything to the contrary in this Agreement but subject to each Party’s compliance with Section 3.01, SpinCo neither Party shall not be required to perform any obligation under this Agreement that would result in the breach or violation of any applicable LawLaw or third party Contract.

Additional Unspecified Services. If, after the date hereof, ▇R▇▇▇▇▇▇▇ 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 Royalty 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 Royalty 101 Business to continue to operate in substantially the same manner in which RemainCo 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 After the date hereof, ▇▇▇▇▇▇▇▇ if Comcast or Newco identifies to SpinCo in writing a Service service that any of (a) the SpinCo Assets (as defined in Comcast Entities or the Separation Agreement), including any SpinCo personnel, provided or caused to be GE Entities provided to the Royalty Business during Contributed Comcast Businesses or 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 Royalty Business Combined Businesses to continue to operate in substantially the same manner in which RemainCo the Contributed Comcast Businesses and NBCU Businesses operated in the twelve (12) month period prior to the Distribution Closing Date, and such Service is service was not set forth on included in Schedule AA-1 or Schedule B (but excluding any services of the nature contemplated by the Comcast Employee Matters Agreement, the provision of which shall be governed thereby), or (b) the Contributed Comcast Businesses provided to Comcast or its Subsidiaries prior to the Closing Date that Comcast reasonably needs in order for Comcast or its Subsidiaries to continue to operate in substantially the same manner in which Comcast or its Subsidiaries operated prior to the Closing Date, and such service was not included in Schedule C or Schedule D, then, in each case, SpinCo Newco and Comcast shall use commercially reasonable efforts to provide such requested services (such additional services, the “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, ▇▇▇▇▇▇▇▇ if Encompass or Enhabit (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 Encompass Group provided to the Royalty Business during the twelve (12) month period Enhabit Group prior to the Distribution Date that RemainCo Enhabit reasonably and in good faith believes would be necessary or reasonably useful needs in order for the Royalty Enhabit Business to continue to operate in substantially the same manner in which RemainCo the Enhabit 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 expressly agreed that such service shall not be provided), thenor (y) the Enhabit Group provided to the Encompass Group prior to the Distribution Date that Encompass reasonably needs in order for the Encompass Business to continue to operate in substantially the same manner in which the Encompass Business operated prior to the Distribution Date, 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 sixty (60) days 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 Services”); provided, however, that no Party shall be obligated to 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 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). If the Parties agree that any Additional Service shall be provided and received in accordance with this Section 2.3(a), the Encompass Services Managers (as defined below) and the relevant Encompass Functional Area Service Manager (as defined below) with respect to such Additional Service”, on the one hand, and the Enhabit Services Managers (as defined below) and the relevant Enhabit Functional Area Service Manager (as defined below) with respect to RemainCo such Additional Service, on the other, shall in good faith negotiate on an arm’s-length basis the terms of a manner 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) (which, with respect to any such Additional Service, shall expire no later than the date set forth in clause (c) of Section 2.2), 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 Distribution Date, 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 Encompass Services Managers and the relevant Encompass Functional Area Service Manager with respect to such Service Increase, on the one hand, and the Enhabit Services Managers and the relevant Enhabit Functional Area Service Manager with respect to such Service Increase, on the other, shall in good faith negotiate on an arm’s-length basis 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. (c) 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, ▇▇▇▇if Parent or ▇▇▇▇ (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 the Royalty Business during the twelve (12) month period ▇▇▇▇ Group prior to the Distribution Date Separation Time that RemainCo ▇▇▇▇ reasonably and in good faith believes would be necessary or reasonably useful needs in order for the Royalty ▇▇▇▇ Business to continue to operate in substantially the same manner in which RemainCo the ▇▇▇▇ 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 ▇▇▇▇ 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 ▇▇▇▇ 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 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(a) After the Distribution Date, after if Spinco (i) identifies a service that the date hereof, ▇▇▇▇▇▇▇▇ 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 GGP Entities provided to the Royalty Spinco Business during the twelve (12) month period prior to the Distribution Date Effective Time that RemainCo is reasonably and in good faith believes would be necessary or reasonably useful in order for the Royalty Spinco Business to continue to operate in substantially the same manner in which RemainCo the Spinco Business operated in the twelve (12) month period prior to the Distribution DateEffective Time and is otherwise material to operations of the Spinco Business, and such Service is service was not set forth included on Schedule Athe Schedules, then, in each case, SpinCo shall provide and (or cause ii) provides written notice to be provided) such requested Service (each GGP within 120 days following the Distribution Date requesting such additional service, an then GGP shall, subject to the negotiation of mutually acceptable terms of the applicable Schedule (as described in the next sentence), provide such requested additional service provided that (i) the GGP Entities have adequate resources to provide such service, (ii) such service can be provided without unreasonable disruption to the GGP Entities’ businesses and (iii) the provision of such service will not violate (whether directly or by virtue of a cross-default) a material contract or agreement of a GGP Entity or result in a violation of applicable Law (such additional services, the “Additional ServiceServices”) to RemainCo ). In connection with any request for Additional Services in accordance with this Section 2.03(a), the GGP Service Manager and the Spinco Service 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 Schedule 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(a) After the Plan Effective Date, after if GGP (i) identifies a service that the date hereof, ▇▇▇▇▇▇▇▇ 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 Spinco Entities provided to the Royalty GGP Business during the twelve (12) month period prior to the Distribution Plan Effective Date that RemainCo is reasonably and in good faith believes would be necessary or reasonably useful in order for the Royalty GGP Business to continue to operate in substantially the same manner in which RemainCo the GGP Business operated in the twelve (12) month period prior to the Distribution DatePlan Effective Date and is otherwise material to operations of the GGP Business, and such Service is service was not set forth included on Schedule Athe Schedules, then, in each case, SpinCo shall provide and (or cause ii) provides written notice to be providedSpinco within one hundred twenty (120) such requested Service (each days following the Plan Effective Date requesting such additional service, an then Spinco shall, subject to the negotiation of mutually acceptable terms of the applicable Schedule (as described in the next sentence), provide such requested additional service provided that (i) the Spinco Entities have adequate resources to provide such service, (ii) such service can be provided without unreasonable disruption to the Spinco Entities’ businesses and (iii) the provision of such service will not violate (whether directly or by virtue of a cross-default) a material contract or agreement of a Spinco Entity or result in a violation of applicable Law (such additional services, the “Additional ServiceServices”) to RemainCo ). In connection with any request for Additional Services in accordance with this Section 2.03(a), the GGP Service Manager and the Spinco Service 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 Schedule 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. IfAfter the Distribution Date, after if Spinco (i) identifies a service that the date hereof, ▇▇▇▇▇▇▇▇ 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 GGP Entities provided to the Royalty Spinco Business during the twelve (12) month period prior to the Distribution Date Effective Time that RemainCo is reasonably and in good faith believes would be necessary or reasonably useful in order for the Royalty Spinco Business to continue to operate in substantially the same manner in which RemainCo the Spinco Business operated in the twelve (12) month period prior to the Distribution DateEffective Time and is otherwise material to operations of the Spinco Business, and such Service is service was not set forth included on Schedule Athe Schedules, then, in each case, SpinCo shall provide and (or cause ii) provides written notice to be provided) such requested Service (each GGP within 120 days following the Distribution Date requesting such additional service, an then GGP shall, subject to the negotiation of mutually acceptable terms of the applicable Schedule (as described in the next sentence), provide such requested additional service provided that (i) the GGP Entities have adequate resources to provide such service, (ii) such service can be provided without unreasonable disruption to the GGP Entities’ businesses and (iii) the provision of such service will not violate (whether directly or by virtue of a cross-default) a material contract or agreement of a GGP Entity or result in a violation of applicable Law (such additional services, the “Additional ServiceServices”) to RemainCo ). In connection with any request for Additional Services in accordance with this Section 2.03(a), the GGP Service Manager and the Spinco Service 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 Schedule 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. After the relevant supplement. Notwithstanding the foregoingDistribution Date, if (i) a Party shall have (x) Spinco requests GGP to increase, relative to historical levels prior to the right to request Effective Time, 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 GGP and (ii) such increase is reasonably determined by Spinco as necessary for Spinco to operate its businesses (such increases, the “Service Increases”), then GGP shall, subject to the negotiation of mutually acceptable terms of the applicable Schedule (as described in no event shall a Party providethe next sentence), or cause to be provide the Service Increases in accordance with such request; provided, that GGP shall not be obligated to provide any Service Increase if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services for a Service Period that extends beyond Increase or if the latest date permitted under provision of such Service Increase would significantly disrupt the operation of any of its businesses or violate an existing material contract or agreement or applicable Law. Notwithstanding anything to the contrary In connection with any request for Service Increases in this Agreement but subject to each Party’s compliance accordance 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.this