Common use of Fees for the Services Clause in Contracts

Fees for the Services. The fees for each of the Services (the “Fees”) are set forth opposite the description of such Services in the schedules to this Agreement. Additional fees will be required if the scope of any Service is materially increased or if Additional Services are provided. All Fees are exclusive of any applicable Taxes or similar charges (and any related interests and penalties) (which shall be paid by Spinco). In the event that the costs to Service Provider for a Service is increased because any third party provider increases its fees or otherwise (including without limitation because Service Provider has ceased using such third party provider for its own purposes and is using the third party provider primarily for the provisions of the Services hereunder), then the Fees shall be adjusted upward accordingly. Service Provider shall, to the extent practicable, provide prior notice to Spinco of any such increases to the extent that Service Provider is aware of such increases and shall use commercially reasonable efforts to negotiate any such proposed increase in fees at the direction of, and in consultation with, Spinco. Neither Spinco nor any Affiliate of Spinco may apply any offset for other monies owed by Service Provider against the Fees.