TAXES,
WHICH SHALL BE ALLOCATED AS PROVIDED IN ARTICLE XVII.
(D)
THE SCHEDULE D SERVICES SHALL BE PROVIDED FOR THE FEES DESCRIBED
IN SCHEDULE D (THE "SCHEDULE D FEES"), STATED AS A MONTHLY FIXED PAYMENT (A
"FIXED MONTHLY SERVICE FEE") OR A "UNIT BASED SERVICE FEE" AS APPLICABLE. THE
SCHEDULE D FEES ARE EXCLUSIVE OF ANY TAXES, WHICH SHALL BE ALLOCATED AS PROVIDED
IN ARTICLE XVII.
2.2
THIRD-PARTY VENDOR COSTS.
IN ORDER TO PROVIDE THE TRANSITION
SERVICES, THE PARTIES ACKNOWLEDGE AND AGREE THAT IT MAY BE NECESSARY FOR
SUPPLIER TO PAY THIRD-PARTY SUPPLIERS OR VENDORS ("THIRD-PARTY VENDORS")
INCREMENTAL OR OTHER COSTS AND EXPENSES OR NEW COSTS OR EXPENSES INCIDENTAL TO
SUPPLIER'S PROVIDING TRANSITION SUPPORT FOR THE BUYERS, INCLUDING WITHOUT
LIMITATION, PRODUCT AND SERVICE FEES, PROGRAMMING FEES, TAXES, MAINTENANCE FEES,
INITIATION AND SET-UP COSTS AND LICENSE FEES AND COSTS (INCLUDING ATTORNEY'S
FEES) ASSOCIATED WITH ANY OBTAINING LICENSES, APPROVALS, WAIVERS OR RIGHTS
RELATING TO THIRD-PARTY INTELLECTUAL PROPERTY AS DESCRIBED IN ARTICLE V.
COLLECTIVELY SUCH INCREMENTAL COSTS AND EXPENSES PAYABLE TO THIRD PARTIES
DESCRIBED IN THE PRECEDING SENTENCE ARE "THIRD-PARTY VENDOR COSTS".
THIRD-PARTY
VENDOR COSTS ASSOCIATED WITH SCHEDULE A SERVICES SHALL BE PAID BY SUPPLIER.
THIRD-PARTY VENDOR COSTS ASSOCIATED WITH SCHEDULE C AND SCHEDULE D SERVICES ARE
IN ADDITION TO THE SCHEDULE C
AND SCHEDULE D FEES DESCRIBED IN SECTION 2.1(C)
AND 2.1(D) AND ARE PAYABLE BY BUYERS OR FAIRPOINT TO SUPPLIER PURSUANT TO
ARTICLE VI.
2.3
SPECIAL SERVICES AND FEES.
BUYERS OR FAIRPOINT MAY REQUEST THAT
SUPPLIER OR ITS AFFILIATES PARTICIPATE IN MEETINGS, TELEPHONE CALLS, OR OTHER
CONSULTATIONS FOR BUYERS OR FAIRPOINT TO PERFORM THEIR RESPECTIVE REQUIREMENTS
AS DESCRIBED IN SCHEDULE A,
8
SCHEDULE C OR SCHEDULE D ("SPECIAL SERVICES").
SUPPLIER SHALL CONSIDER ALL
REQUESTS FOR SPECIAL SERVICES IN GOOD FAITH, AND SHALL PROVIDE SUCH SPECIAL
SERVICES, WHERE IN SUPPLIER'S JUDGMENT SUPPLIER OR ITS AFFILIATES CAN PROVIDE
SUCH SPECIAL SERVICES WITHOUT MATERIALLY ADVERSELY DISPROPORTIONATELY OR
UNREASONABLY IMPACTING SUPPLIER'S OR ITS AFFILIATES' THEN CURRENT OPERATIONS AND
PLANNED FUTURE WORK LOADS AND WITHOUT VIOLATING ANY APPLICABLE LAW, REGULATION
OR AGREEMENT; AND FURTHER PROVIDED THAT SUPPLIER AND ITS AFFILIATES SHALL HAVE
NO OBLIGATION TO SHARE VERIZON PROPRIETARY BUSINESS INFORMATION OR PROVIDE ANY
TRAINING TO FAIRPOINT OR ITS REPRESENTATIVES OR AGENTS.
AFTER THE FIRST 500
HOURS OF SPECIAL SERVICES WHICH SHALL BE PROVIDED BY SUPPLIER TO FAIRPOINT
WITHOUT COST AND RELATED TO PLANNING FOR THE RECEIPT OF THE TRANSITION
SERVICES,
FAIRPOINT SHALL PAY SUPPLIER FOR SPECIAL SERVICES AT THE RATE OF $125
PER HOUR (THE "SPECIAL SERVICE FEE").
FAIRPOINT SHALL ALSO REIMBURSE SUPPLIER
FOR ALL REASONABLE PRE-APPROVED OUT-OF-POCKET TRAVEL-RELATED COSTS AND EXPENSES
IN CONNECTION WITH PROVIDING SPECIAL SERVICES HEREUNDER.
2.4
SCHEDULE B FEE.
PRIOR TO THE CLOSING, SUPPLIER AND ITS AFFILIATES
SHALL PROVIDE THE SERVICES LISTED IN SCHEDULE B (THE "SCHEDULE B SERVICES") FOR
THE FEE DESCRIBED ON SCHEDULE B (THE "SCHEDULE B FEE"), WHICH FEE IS EXCLUSIVE
OF TAXES.
FAIRPOINT SHALL PAY SUPPLIER THE SCHEDULE B FEE IN THE AMOUNT AND AT
THE TIME SPECIFIED IN SCHEDULE B.
2.5
SERVICE ADMINISTRATION.
SUPPLIER SHALL ADMINISTER