Common use of Service Changes Clause in Contracts

Service Changes. (a) Any Service may be terminated, in whole or in part, upon the mutual written consent of the Parties, and in such case, the applicable Service shall terminate on the date mutually agreed upon in writing by Provider and Recipient, Exhibit A shall be deemed amended to delete such Service as of such date and (subject to Section 2.3(c)) this Agreement shall be of no further force and effect with respect to such Service, except as to liabilities or obligations accrued prior to the date of termination of such Service. (b) Any Service may be terminated, in whole or in part, by Recipient upon written notice (a “Termination Notice”) to Provider at least ninety (90) days (or such fewer days as specified in Exhibit A) prior to such termination, and in such case, unless a Withdrawal Notice is timely delivered to Provider as set forth below, the applicable Service (or part thereof) shall terminate on the termination date specified in the Termination Notice (or such other date mutually agreed upon in writing by Provider and Recipient), Exhibit A shall be deemed amended to delete such Service (or part thereof) as of such date and (subject to Section 2.3(c)) this Agreement shall be of no further force and effect with respect to such Service (or part thereof), except as to liabilities or obligations accrued prior to the date of termination of such Service. Within thirty (30) days following receipt of a Termination Notice, Provider shall provide Recipient with written notice (a “Response Notice”) regarding (i) whether the termination of the applicable Service will require the termination or partial termination of, or otherwise affect the performance of, any other interdependent Services; (ii) any Early Termination Costs that will arise from the termination of such applicable Service and any such interdependent Services (including, for clarity, any such costs arising out of legally binding commitments made to, or in respect of, personnel or Subcontractors, for whom more than ninety (90) days’ (or such fewer days as specified in Exhibit A) notice of termination is required), including an estimate of the amount thereof; and (iii) in respect of any termination of a Service in part, the extent to which the Service Fee for such Service shall reduce (if at all) pursuant to Section 3.1(g). With respect to any Response Notice, Recipient may withdraw its Termination Notice by delivering a written notice (a “Withdrawal Notice”) to Provider within five (5) days following the receipt of such Response Notice from Provider. The Parties may agree shorter time periods for the issuing of a Response Notice and a Withdrawal Notice where less than ninety (90) days’ notice for a Termination Notice is specified in Exhibit A in respect of a particular Service. If Recipient timely delivers a Withdrawal Notice, the Termination Notice shall be deemed withdrawn and the applicable Service shall not be affected. If Recipient does not timely deliver a Withdrawal Notice, the Termination Notice will be final, binding and irrevocable and Provider may so terminate or so affect the performance of such other Services set forth in the Response Notice, and Exhibit A shall be deemed amended accordingly. For the avoidance of doubt, and without limitation, this Section 2.3(b) applies only to termination (and not expiration) of Services, and no notice shall be required to effectuate the expiration of any Service upon the expiration of its applicable Service Period. (c) Upon termination of a Service in whole pursuant to this Agreement, Provider’s obligation to provide, and Recipient’s obligation to pay for, such terminated Service beyond the specified termination date will terminate. Upon termination of a Service in part: (i) Provider’s obligation to provide the portion of the Service that is terminated beyond the specified termination date will terminate; and (ii) the Service Fee for such Service shall be reduced as agreed by the Parties in writing where the termination is pursuant to Section 2.3(a) (applying the principles set out in Section 3.1(g)) or as set out in the Response Notice where the termination is pursuant to Section 2.3(b). Further, in the event of any termination in whole or in part, Recipient shall pay Provider (or its applicable Affiliate) for all accrued and unpaid Set-Up Costs, Service Fees (and applicable Cost-Plus Charge) and Service Costs for such terminated Service or part thereof. Solely with respect to a termination of a Service in whole or in part pursuant to Section 2.3(a) or Section 2.3(b), or to termination by Provider or Recipient in accordance with Section 7.2 (unless Provider is the Breaching Party or a Party is subject to an Insolvency Event thereunder), Recipient shall reimburse Provider (or its applicable Affiliate) for all Early Termination Costs incurred by or on behalf of Provider or its Affiliates in connection with such termination, in each case in accordance with Article III.

Service Changes. (a) Any Service may be terminated, in whole or in part, upon the mutual written consent of the Parties, and in such case, (i) the applicable Service shall terminate on the date mutually agreed upon in writing by Provider Pluto and RecipientSpinco, (ii) Exhibit A shall be deemed amended to delete such Service as of such date and (subject to Section 2.3(c)iii) this Agreement shall be of no further force and effect with respect to such Service, except as to liabilities or obligations accrued prior to the date of termination of such Service. (b) Any Service may be terminated, [in whole or but not in part], by Recipient Spinco upon written notice (a “Termination Notice”) to Provider Pluto at least ninety (90) days (or such fewer days as specified in Exhibit A) prior to such termination, and in such case, unless a Withdrawal Notice is timely delivered to Provider Pluto as set forth below, (i) the applicable Service (or part thereof) shall terminate on the termination date specified in the Termination Notice (or such other date mutually agreed upon in writing by Provider Pluto and RecipientSpinco), (ii) Exhibit A shall be deemed amended to delete such Service (or part thereof) as of such date and (subject to Section 2.3(c)iii) this Agreement shall be of no further force and effect with respect to such Service (or part thereof)Service, except as to liabilities or obligations accrued prior to the date of termination of such Service; provided, however, that except as otherwise agreed by the Parties, no such notice may be given until sixty (60) days following the Effective Date. Within thirty (30) days following receipt of a Termination Notice, Provider Pluto shall provide Recipient Spinco with written notice (a “Response Notice”) regarding (ix) whether the termination of the applicable Service Service, in Pluto’s reasonable judgment, will require the termination or partial termination of, or otherwise affect the performance of, any other interdependent Services; Services and (iiy) any Early Termination Out-of-Pocket Costs that will arise from the termination of such the applicable Service and any other such interdependent Services (including, for clarity, any such costs arising out of legally binding commitments made to, or in respect of, personnel or Subcontractors, for whom more than ninety (90) days’ (or such fewer days as specified in Exhibit A) notice of termination is required)Services, including an estimate of the amount thereof; and (iii) in respect of any termination of a Service in part, the extent to which the Service Fee for such Service shall reduce (if at all) pursuant to Section 3.1(g). With respect to any Response Notice, Recipient Spinco may withdraw its Termination Notice by delivering a written notice (a “Withdrawal Notice”) to Provider Pluto within five ten (510) days following the receipt of such Response Notice from Provider. The Parties may agree shorter time periods for the issuing of a Response Notice and a Withdrawal Notice where less than ninety (90) days’ notice for a Termination Notice is specified in Exhibit A in respect of a particular ServicePluto. If Recipient Spinco timely delivers a Withdrawal Notice, the Termination Notice shall be deemed withdrawn and the applicable Service shall not be affected. If Recipient Spinco does not timely deliver a Withdrawal Notice, the Termination Notice will be final, binding and irrevocable and Provider Pluto may so terminate or so affect the performance of such other any and all Services set forth in the Response NoticeNotice in accordance with its terms, and Exhibit A shall be deemed amended accordingly. [For clarity, partial termination of a Service will be subject to the avoidance prior written consent of doubt, and without limitation, this Pluto pursuant to Section 2.3(b) applies only to termination (and not expiration) of Services, and no notice shall be required to effectuate the expiration of any Service upon the expiration of its applicable Service Period2.3(a).] (c) Upon termination of a Service in whole pursuant to this Agreement, Provider’s obligation to provide, and Recipient’s obligation to pay for, such terminated Service beyond the specified termination date will terminate. Upon termination of a Service in part: (i) Provider’s obligation to provide the portion of the Service that is terminated beyond the specified termination date will terminate; and (ii) the Service Fee for such Service shall be reduced as agreed by the Parties in writing where the termination is pursuant to Section 2.3(a) (applying the principles set out in Section 3.1(g)) or as set out in the Response Notice where the termination is pursuant to Section 2.3(b). Further, in the event of any termination in whole or in part, Recipient shall pay Provider (or its applicable Affiliate) for all accrued and unpaid Set-Up Costs, Service Fees (and applicable Cost-Plus Charge) and Service Costs for such terminated Service or part thereof. Solely with respect to a termination of a Service in whole or in part pursuant to Section 2.3(a) or Section 2.3(b), or Pluto’s obligation to termination by Provider or Recipient in accordance with Section 7.2 (unless Provider is the Breaching Party or a Party is subject provide, and Spinco’s obligation to an Insolvency Event thereunder)pay for, Recipient shall reimburse Provider such terminated Service (or its portion thereof that is terminated) beyond the specified termination date will terminate; provided that (i) Spinco shall pay Pluto (or the applicable Affiliatemember of the Pluto Group) for all Early Termination accrued and unpaid Service Fees (and the Cost-Plus Charge and, if applicable, Extension Charge thereon) and Out-of-Pocket Costs for such terminated Service or part thereof and (ii) Spinco shall reimburse Pluto (or the applicable member of the Pluto Group) for all Out-of-Pocket Costs incurred by or on behalf of Provider or its Affiliates the Pluto Group in connection with such termination, in each case in accordance with Article III. (d) If Spinco desires to (i) increase the scope or volume of any Service in any material respect beyond the scope or volume of such Service as provided by Pluto and its Affiliates to the Spinco Business during the Baseline Period (together with organic growth of the Spinco Business during the Term) or (ii) change the location at which any Service is provided from the location at which such Service was provided by Pluto and its Affiliates to the Spinco Business during the Baseline Period, Spinco shall provide a written request to Pluto for such increase in scope or volume or change in location of Service, and Spinco and Pluto shall discuss in good faith such request, including any incremental costs and expenses associated therewith. Pluto shall use commercially reasonable efforts to accommodate such request to the extent the applicable increase in scope or volume or change in location of Service (A) arises from organic growth of the Spinco Business, (B) is not requested as a result of, or otherwise in connection with, any mergers, acquisitions, divestitures, consolidations, reorganizations, or similar transactions, and (C) would not require Pluto or any member of the Pluto Group to allocate resources and capabilities to effect such increase in scope or volume or change in location of Service materially in excess of its then-current ordinary course resources and capabilities. The Parties shall amend Exhibit A to reflect such increase in scope or volume or change in location of Service, to the extent applicable. All costs and expenses incurred in providing such increase in scope or volume or change in location of Service pursuant to this Section 2.3(d) shall be borne by Spinco. (e) It is understood and agreed that Pluto may from time to time change the manner or nature of any Service provided to Spinco if (i) Pluto is making similar changes in the performance of services similar to such Service for its Group, (ii) such changes are required by applicable Law, (iii) such changes are requested by Spinco or otherwise reasonably necessary to provide any such Service to Spinco in accordance with this Agreement, or (iv) such changes would not reasonably be expected to adversely affect in any material respect the provision of such Service. Any incremental costs and expenses incurred by or on behalf of the Pluto Group in making any such change to the Services referred to in clause (i) or (iv) of this Section 2.3(e) shall be borne solely by Pluto and no Service Fees shall be increased as a result of such incremental costs and expenses. Any incremental costs and expenses incurred by or on behalf of the Pluto Group in making any such change to the Services referred to in clause (ii) or (iii) of this Section 2.3(e) shall be borne by Spinco (and such costs and expenses shall be deemed to be Out-of-Pocket Costs hereunder).

Service Changes. (a) Any Service may be terminated, in whole or in part, upon the mutual written consent of the Parties, and in such case, (i) the applicable Service shall terminate on the date mutually agreed upon in writing by Provider Pluto and RecipientSpinco, (ii) Exhibit A shall be deemed amended to delete such Service as of such date and (subject to Section 2.3(c)iii) this Agreement shall be of no further force and effect with respect to such Service, except as to liabilities or obligations accrued prior to the date of termination of such Service. (b) Any Service may be terminated, in whole or in part, by Recipient Spinco upon written notice (a “Termination Notice”) to Provider Pluto at least ninety (90) days (or such fewer days as specified in Exhibit A) prior to such termination, and in such case, unless a Withdrawal Notice is timely delivered to Provider Pluto as set forth below, (i) the applicable Service (or part thereof) shall terminate on the termination date specified in the Termination Notice (or such other date mutually agreed upon in writing by Provider Pluto and RecipientSpinco), (ii) Exhibit A shall be deemed amended to delete such Service (or part thereof) as of such date and (subject to Section 2.3(c)iii) this Agreement shall be of no further force and effect with respect to such Service (or part thereof)Service, except as to liabilities or obligations accrued prior to the date of termination of such Service; provided, however, that except as otherwise agreed by the Parties, no such notice may be given until sixty (60) days following the Effective Date. Within thirty (30) days following receipt of a Termination Notice, Provider Pluto shall provide Recipient Spinco with written notice (a “Response Notice”) regarding (ix) whether the termination (or partial termination) of the applicable Service Service, in Pluto’s reasonable judgment, will require the termination or partial termination of, or otherwise affect the performance of, any other interdependent Services; Services and (iiy) any Early Termination Out-of- Pocket Costs that will arise from the termination (or partial termination) of such the applicable Service and any other such interdependent Services (including, for clarity, any such costs arising out of legally binding commitments made to, or in respect of, personnel or Subcontractors, for whom more than ninety (90) days’ (or such fewer days as specified in Exhibit A) notice of termination is required)Services, including an estimate of the amount thereof; and (iii) in respect of any termination of a Service in part, the extent to which the Service Fee for such Service shall reduce (if at all) pursuant to Section 3.1(g). With respect to any Response Notice, Recipient Spinco may withdraw its Termination Notice by delivering a written notice (a “Withdrawal Notice”) to Provider Pluto within five ten (510) days following the receipt of such Response Notice from Provider. The Parties may agree shorter time periods for the issuing of a Response Notice and a Withdrawal Notice where less than ninety (90) days’ notice for a Termination Notice is specified in Exhibit A in respect of a particular ServicePluto. If Recipient Spinco timely delivers a Withdrawal Notice, the Termination Notice shall be deemed withdrawn and the applicable Service shall not be affected. If Recipient Spinco does not timely deliver a Withdrawal Notice, the Termination Notice will be final, binding and irrevocable and Provider Pluto may so terminate or so affect the performance of such other any and all Services set forth in the Response NoticeNotice in accordance with its terms, and Exhibit A shall be deemed amended accordingly. For clarity, partial termination of a Service by Spinco shall not require the avoidance prior written consent of doubtPluto, and without limitation, this Section 2.3(b) applies only to termination (and not expiration) of Services, and no notice but shall be required subject to effectuate the expiration of any Service upon the expiration of its applicable Service Periodrequirements set forth in Section 2.3(c). (c) Upon termination of a Service in whole pursuant to this Agreement, Provider’s obligation to provide, and Recipient’s obligation to pay for, such terminated Service beyond the specified termination date will terminate. Upon termination of a Service in part: (i) Provider’s obligation to provide the portion of the Service that is terminated beyond the specified termination date will terminate; and (ii) the Service Fee for such Service shall be reduced as agreed by the Parties in writing where the termination is pursuant to Section 2.3(a) (applying the principles set out in Section 3.1(g)) one or as set out in the Response Notice where the termination is pursuant to Section 2.3(b). Further, in the event of any termination in whole or in part, Recipient shall pay Provider (or its applicable Affiliate) for all accrued and unpaid Set-Up Costs, Service Fees (and applicable Cost-Plus Charge) and Service Costs for such terminated Service or part thereof. Solely with respect to a termination of a Service more Services in whole or in part pursuant to Section 2.3(a) or Section 2.3(b), or Pluto’s obligation to termination by Provider or Recipient in accordance with Section 7.2 (unless Provider is the Breaching Party or a Party is subject provide, and Spinco’s obligation to an Insolvency Event thereunder)pay for, Recipient shall reimburse Provider such terminated Service(s) (or its portion thereof that is terminated) beyond the specified termination date will terminate; provided that (i) Spinco shall pay Pluto (or the applicable Affiliatemember of the Pluto Group) for all Early Termination accrued and unpaid Service Fees (and the Cost-Plus Charge and, if applicable, Extension Charge thereon) for such terminated Service(s) (or portions thereof that are terminated), (ii) Spinco shall reimburse Pluto (or the applicable member of the Pluto Group) for all Out-of-Pocket Costs incurred by or on behalf of Provider or its Affiliates the Pluto Group in connection with such termination, in each case in accordance with Article III, and (iii) once every six (6) months during the Term, the Service Fees set forth in Exhibit A shall be updated on a line-by-line basis to reflect any material reduction in the cost to Pluto of providing the Services resulting from the termination (or partial termination) of any Service(s), as determined in good faith by Pluto and communicated in writing to Spinco, which changes, upon the approval of Spinco’s Transition Representative in accordance with Section 9.2, shall be retroactively effective as of such specified termination date and reflected in the first invoice issued by Pluto after such approval as an appropriate reduction in the amount otherwise due. (d) If Spinco desires to (i) increase the scope or volume of any Service in any material respect beyond the scope or volume of such Service as provided by Pluto and its Affiliates to the Spinco Business during the Baseline Period (together with organic growth of the Spinco Business during the Term) or (ii) change the location at which any Service is provided from the location at which such Service was provided by Pluto and its Affiliates to the Spinco Business during the Baseline Period, Spinco shall provide a written request to Pluto for such increase in scope or volume or change in location of Service, and Spinco and Pluto shall discuss in good faith such request, including any incremental costs and expenses associated therewith. Pluto shall use commercially reasonable efforts to accommodate such request to the extent the applicable increase in scope or volume or change in location of Service (A) arises from organic growth of the Spinco Business, (B) is not requested as a result of, or otherwise in connection with, any mergers, acquisitions, divestitures, consolidations, reorganizations, or similar transactions, and (C) would not require Pluto or any member of the Pluto Group to allocate resources and capabilities to effect such increase in scope or volume or change in location of Service materially in excess of its then-current ordinary course resources and capabilities. The Parties shall amend Exhibit A to reflect such increase in scope or volume or change in location of Service, to the extent applicable. All costs and expenses incurred in providing such increase in scope or volume or change in location of Service pursuant to this Section 2.3(d) shall be borne by Spinco. (e) It is understood and agreed that Pluto may from time to time change the manner or nature of any Service provided to Spinco if (i) Pluto is making similar changes in the performance of services similar to such Service for its Group, (ii) such changes are required by applicable Law, (iii) such changes are requested by Spinco or otherwise reasonably necessary to provide any such Service to Spinco in accordance with this Agreement, or (iv) such changes would not reasonably be expected to adversely affect in any material respect the provision of such Service. Any incremental costs and expenses incurred by or on behalf of the Pluto Group in making any such change to the Services referred to in clause (i) or (iv) of this Section 2.3(e) shall be borne solely by Pluto and no Service Fees shall be increased as a result of such incremental costs and expenses. Any incremental costs and expenses incurred by or on behalf of the Pluto Group in making any such change to the Services referred to in clause (ii) or (iii) of this Section 2.3(e) shall be borne by Spinco (and such costs and expenses shall be deemed to be Out-of-Pocket Costs hereunder).

Service Changes. (a) Any Service may be terminated, in whole or in part, upon the mutual written consent of the Parties, and in such case, (i) the applicable Service shall terminate on the date mutually agreed upon in writing by Provider Pluto and RecipientSpinco, (ii) Exhibit A shall be deemed amended to delete such Service as of such date and (subject to Section 2.3(c)iii) this Agreement shall be of no further force and effect with respect to such Service, except as to liabilities or obligations accrued prior to the date of termination of such Service. (b) Any Service may be terminated, in whole or in part, by Recipient Pluto upon written notice (a “Termination Notice”) to Provider Spinco at least ninety (90) days (or such fewer days as specified in Exhibit A) prior to such termination, and in such case, unless a Withdrawal Notice is timely delivered to Provider Spinco as set forth below, (i) the applicable Service (or part thereof) shall terminate on the termination date specified in the Termination Notice (or such other date mutually agreed upon in writing by Provider Pluto and RecipientSpinco), (ii) Exhibit A shall be deemed amended to delete such Service (or part thereof) as of such date and (subject to Section 2.3(c)iii) this Agreement shall be of no further force and effect with respect to such Service (or part thereof)Service, except as to liabilities or obligations accrued prior to the date of termination of such Service; provided, however, that except as otherwise agreed by the Parties, no such notice may be given until sixty (60) days following the Effective Date. Within thirty (30) days following receipt of a Termination Notice, Provider Spinco shall provide Recipient Pluto with written notice (a “Response Notice”) regarding (ix) whether the termination (or partial termination) of the applicable Service Service, in Spinco’s reasonable judgment, will require the termination or partial termination of, or otherwise affect the performance of, any other interdependent Services; Services and (iiy) any Early Termination Out-of-Pocket Costs that will arise from the termination (or partial termination) of such the applicable Service and any other such interdependent Services (including, for clarity, any such costs arising out of legally binding commitments made to, or in respect of, personnel or Subcontractors, for whom more than ninety (90) days’ (or such fewer days as specified in Exhibit A) notice of termination is required)Services, including an estimate of the amount thereof; and (iii) in respect of any termination of a Service in part, the extent to which the Service Fee for such Service shall reduce (if at all) pursuant to Section 3.1(g). With respect to any Response Notice, Recipient Pluto may withdraw its Termination Notice by delivering a written notice (a “Withdrawal Notice”) to Provider Spinco within five ten (510) days following the receipt of such Response Notice from Provider. The Parties may agree shorter time periods for the issuing of a Response Notice and a Withdrawal Notice where less than ninety (90) days’ notice for a Termination Notice is specified in Exhibit A in respect of a particular ServiceSpinco. If Recipient Pluto timely delivers a Withdrawal Notice, the Termination Notice shall be deemed withdrawn and the applicable Service shall not be affected. If Recipient Pluto does not timely deliver a Withdrawal Notice, the Termination Notice will be final, binding and irrevocable and Provider Spinco may so terminate or so affect the performance of such other any and all Services set forth in the Response NoticeNotice in accordance with its terms, and Exhibit A shall be deemed amended accordingly. For clarity, partial termination of a Service by Pluto shall not require the avoidance prior written consent of doubtSpinco, and without limitation, this Section 2.3(b) applies only to termination (and not expiration) of Services, and no notice but shall be required subject to effectuate the expiration of any Service upon the expiration of its applicable Service Periodrequirements set forth in Section 2.3(c). (c) Upon termination of a Service in whole pursuant to this Agreement, Provider’s obligation to provide, and Recipient’s obligation to pay for, such terminated Service beyond the specified termination date will terminate. Upon termination of a Service in part: (i) Provider’s obligation to provide the portion of the Service that is terminated beyond the specified termination date will terminate; and (ii) the Service Fee for such Service shall be reduced as agreed by the Parties in writing where the termination is pursuant to Section 2.3(a) (applying the principles set out in Section 3.1(g)) one or as set out in the Response Notice where the termination is pursuant to Section 2.3(b). Further, in the event of any termination in whole or in part, Recipient shall pay Provider (or its applicable Affiliate) for all accrued and unpaid Set-Up Costs, Service Fees (and applicable Cost-Plus Charge) and Service Costs for such terminated Service or part thereof. Solely with respect to a termination of a Service more Services in whole or in part pursuant to Section 2.3(a) or Section 2.3(b), or Spinco’s obligation to termination by Provider or Recipient in accordance with Section 7.2 (unless Provider is the Breaching Party or a Party is subject provide, and Pluto’s obligation to an Insolvency Event thereunder)pay for, Recipient shall reimburse Provider such terminated Service(s) (or its portion thereof that is terminated) beyond the specified termination date will terminate; provided that (i) Pluto shall pay Spinco (or the applicable Affiliatemember of the Spinco Group) for all Early Termination accrued and unpaid Service Fees (and the Cost-Plus Charge and, if applicable, Extension Charge thereon) for such terminated Service(s) (or portions thereof that are terminated), (ii) Pluto shall reimburse Spinco (or the applicable member of the Spinco Group) for all Out-of-Pocket Costs incurred by or on behalf of Provider or its Affiliates the Spinco Group in connection with such termination, in each case in accordance with Article III, and (iii) once every six (6) months during the Term, the Service Fees set forth in Exhibit A shall be updated on a line-by-line basis to reflect any material reduction in the cost to Spinco of providing the Services resulting from the termination (or partial termination) of any Service(s), as determined in good faith by Spinco and communicated in writing to Pluto, which changes, upon the approval of Pluto’s Transition Representative in accordance with Section 9.2, shall be retroactively effective as of such specified termination date and reflected in the first invoice issued by Spinco after such approval as an appropriate reduction in the amount otherwise due. (d) If Pluto desires to (i) increase the scope or volume of any Service in any material respect beyond the scope or volume of such Service as provided by the Spinco Business (or by Spinco Employees in the relevant function) to the Pluto Business during the Baseline Period (together with organic growth of the Pluto Business during the Term) or (ii) change the location at which any Service is provided from the location at which such Service was provided by the Spinco Business (or such Spinco Employees) to the Pluto Business during the Baseline Period, Pluto shall provide a written request to Spinco for such increase in scope or volume or change in location of Service, and Pluto and Spinco shall discuss in good faith such request, including any incremental costs and expenses associated therewith. Spinco shall use commercially reasonable efforts to accommodate such request to the extent the applicable increase in scope or volume or change in location of Service (A) arises from organic growth of the Pluto Business, (B) is not requested as a result of, or otherwise in connection with, any mergers, acquisitions, divestitures, consolidations, reorganizations, or similar transactions, and (C) would not require Spinco or any member of the Spinco Group to allocate resources and capabilities to effect such increase in scope or volume or change in location of Service materially in excess of its then-current ordinary course resources and capabilities. The Parties shall amend Exhibit A to reflect such increase in scope or volume or change in location of Service, to the extent applicable. All costs and expenses incurred in providing such increase in scope or volume or change in location of Service pursuant to this Section 2.3(d) shall be borne by Pluto. (e) It is understood and agreed that Spinco may from time to time change the manner or nature of any Service provided to Pluto if (i) Spinco is making similar changes in the performance of services similar to such Service for its Group, (ii) such changes are required by applicable Law, (iii) such changes are requested by Pluto or otherwise reasonably necessary to provide any such Service to Pluto in accordance with this Agreement, or (iv) such changes would not reasonably be expected to adversely affect in any material respect the provision of such Service. Any incremental costs and expenses incurred by or on behalf of the Spinco Group in making any such change to the Services referred to in clause (i) or (iv) of this Section 2.3(e) shall be borne solely by Spinco and no Service Fees shall be increased as a result of such incremental costs and expenses. Any incremental costs and expenses incurred by or on behalf of the Spinco Group in making any such change to the Services referred to in clause (ii) or (iii) of this Section 2.3(e) shall be borne by Pluto (and such costs and expenses shall be deemed to be Out-of-Pocket Costs hereunder).