Common use of CHANGES IN SCOPE Clause in Contracts

CHANGES IN SCOPE. (a) The parties acknowledge and agree that Supplier and its Affiliates shall provide the Transition Services utilizing systems, databases, reports, formats and processes used to support Verizon New England Inc. (and the Contributing Companies as to the respective service they received) immediately prior to the Closing Date, and except as otherwise specifically described herein or in the Schedules hereto, Supplier and its Affiliates are not obligated to make any modification or customization of any such systems, databases, reports, formats or processes. Supplier and its Affiliates will adhere to the policies, practices and methodologies used to support Verizon New England Inc. and the Contributing Companies immediately prior to the Closing Date. During the term of this Agreement, Supplier may at any time modify the Transition Services, as necessary or desirable, to allow for continued or conforming use of the then-existing systems and databases and to allow for continued or conforming adherence to the then-existing policies, practices and methodologies, which Supplier or its Affiliates will use to provide similar services to Verizon New England Inc. or the Contributing Companies after the Closing (each, a “Conforming Change”). Provided that the Conforming Change complies with applicable law, neither Buyers nor Surviving Corporation shall be responsible for any additional costs in connection with such Conforming Change, and Supplier shall reimburse Buyers for all of Buyers’ reasonable out-of-pocket costs in connection with the implementation of such Conforming Change. Prior to the implementation of a Conforming Change, Supplier will provide the Buyers with written notice of such change contemporaneously with the notice provided to Verizon New England Inc. or the Contributing Companies, as applicable. (b) In addition to Conforming Changes, during the term, the Buyers or FairPoint may request that Supplier agree to modify any of the Transition Services to comply with then-existing law or requirements of a Governmental Authority (a “Service Modification”). Buyers or FairPoint shall deliver to Supplier’s Single Point of Contact (as defined in Article XI) a written description of the proposed change (each, a “Change Request”). (c) Supplier shall provide all proposed Service Modifications. Supplier shall make commercially reasonable efforts to complete and implement Service Modifications at the time or on the schedule required by law or requirements of the Governmental Authority, taking into account Supplier’s pre-existing work load, service obligations and requirements of law in respect of its Affiliates. The Supplier’s time expended to implement a Service Modification (other than a Service Modification required to be implemented by applicable law or any governmental order generally applicable to all telecommunications operators as in effect prior to the Closing Date but not any Service Modification which is part of any order of a Governmental Authority issued in connection with the Merger) shall be billed to Buyers as Special Services. The Buyers shall reimburse Supplier for its costs and out-of pocket expenses associated with implementation and delivery of any post-Closing Service Modification (other than a Service Modification required to be implemented by applicable law or any governmental order generally applicable to all telecommunications operators as in effect prior to the Closing Date but not any Service Modification which is part of any order of a Governmental Authority issued in connection with the Merger). FairPoint shall reimburse Supplier for its cost and out-of-pocket expenses associated with implementation and delivery of any pre-Closing Service Modification (except as provided above). (d) If a Conforming Change occurs or a Change Request is approved in accordance with this Article III, the definition of Transition Services and the Schedules hereto will be deemed amended to reflect the implementation of the Conforming Change or Service Modification as well as any other terms and conditions agreed upon by the parties in writing.

CHANGES IN SCOPE. (a) The parties acknowledge and agree that Supplier and its Affiliates shall initially provide the Transition Services utilizing systems, databases, reports, formats systems and processes databases used to support Verizon New England Inc. (the domestic operations and the Contributing Companies as to the respective service they received) business of VIS immediately prior to the Closing Date, Date and except as otherwise specifically described herein or in the Schedules hereto, Supplier and its Affiliates are not obligated to make any modification or customization of any such systems, databases, reports, formats or processes. Supplier and its Affiliates will generally adhere to the policies, practices and methodologies used to support Verizon New England Inc. the domestic operations and the Contributing Companies business of VIS immediately prior to the Closing Date, except for those policies, practices and methodologies that Supplier determines are no longer applicable due to the fact that SpinCo is no longer an affiliate of Verizon. During the term of this Agreement, Supplier may at any time modify the Transition Services, as necessary or desirable, to allow for continued or conforming use of the then-existing systems and databases and to allow for continued or conforming adherence to the then-existing policies, practices and methodologies, which Supplier or its Affiliates will then use to provide similar services to Verizon New England Inc. or the Contributing Companies after the Closing Supplier’s Affiliates (each, a “Conforming Change”). Provided , provided that the Conforming Change complies with applicable law, neither Buyers nor Surviving Corporation Law and Spinco shall not be responsible charged for any additional costs in connection with such Conforming Change, and Supplier shall reimburse Buyers for all of Buyers’ reasonable out-of-pocket costs in connection with the implementation of such Conforming Change. Prior to the implementation of a Conforming Change, Supplier will provide the Buyers SpinCo with written notice of such change contemporaneously with the notice provided to Verizon New England Inc. or the Contributing Companies, as applicablechange. (b) In During the term, in addition to the Conforming Changes, during the termparties may, in accordance with the Buyers or FairPoint may request that Supplier procedures specified in this Article III, (i) mutually agree in writing to modify the terms and conditions relating to any of the Transition Services to comply with then-existing law or requirements of a Governmental Authority (a “Service Modification”) or (ii) mutually agree in writing upon the terms and conditions relating to the provision of services that are in addition to any Transition Services (an “Additional Service”). Buyers In the event either of the parties desires a Service Modification or FairPoint an Additional Service (in each case, a “Change”), the party requesting the Change shall deliver a written description of the proposed Change (each, a “Change Request”) to Supplierthe other party’s Single Point of Contact (as defined in Article XI) a written description of the proposed change (each, a “Change Request”X). (c) Supplier shall provide all proposed Service Modifications. Supplier shall make commercially reasonable efforts All Change Requests by either party must be consented to complete and implement Service Modifications at by the time or on the schedule required by law or requirements other party’s Single Point of the Governmental Authority, taking into account Supplier’s pre-existing work load, service obligations and requirements of law Contact in writing before either party has any obligation with respect of its Affiliates. The Supplier’s time expended to implement a Service Modification (other than a Service Modification required to be implemented by applicable law or any governmental order generally applicable to all telecommunications operators as in effect prior to the Closing Date but not proposed Change. Either party may decline to consent to any Service Modification which is part of Change Request for any order of a Governmental Authority issued reason in connection with the Merger) shall be billed to Buyers as Special Services. The Buyers shall reimburse Supplier for its costs and out-of pocket expenses associated with implementation and delivery of any post-Closing Service Modification (other than a Service Modification required to be implemented by applicable law or any governmental order generally applicable to all telecommunications operators as in effect prior to the Closing Date but not any Service Modification which is part of any order of a Governmental Authority issued in connection with the Merger). FairPoint shall reimburse Supplier for its cost and out-of-pocket expenses associated with implementation and delivery of any pre-Closing Service Modification (except as provided above)sole discretion. (d) If a Conforming Change occurs or a Change Request is approved in accordance with this Article III, the definition of Transition Services and the The Schedules hereto will be deemed amended to reflect the implementation of the Conforming Change or Service Modification Change Request as well as any other terms and conditions agreed upon by the parties in writing.

CHANGES IN SCOPE. (a) The parties acknowledge and agree that Supplier and its Affiliates shall initially provide the Transition Services utilizing systems, databases, reports, formats systems and processes databases used to support Verizon New England Inc. Hawaii (and the Contributing Companies as to the respective service they received) immediately prior to the Closing Date, Date and except as otherwise specifically described herein or in the Schedules hereto, Supplier and its Affiliates are not obligated to make any modification or customization of any such systems, databases, reports, formats or processes. Supplier and its Affiliates will adhere to the policies, practices and methodologies used to support Verizon New England Inc. and the Contributing Companies Hawaii immediately prior to the Closing Date. During the term of this Agreement, Supplier may at any time modify the Transition Services, as necessary or desirable, to allow for continued or conforming use of the then-existing systems and databases and to allow for continued or conforming adherence to the then-existing policies, practices and methodologies, which Supplier or its Affiliates will then use to provide similar services to Verizon New England Inc. or the Contributing Companies after the Closing Parent’s West region telephone operations Affiliates (each, a “Conforming Change”). Provided , provided, that the Conforming Change complies with applicable law, neither Buyers nor Law and Surviving Corporation shall not be responsible for any additional costs in connection with such Conforming Change, Change and Supplier shall reimburse Buyers Surviving Corporation for all of Buyers’ reasonable out-of-pocket costs in connection with the implementation of such Conforming Change. Prior to the implementation of a Conforming Change, Supplier will provide the Buyers Surviving Corporation with written notice of such change contemporaneously with the notice provided to Verizon New England Inc. or the Contributing Companies, as applicableParent’s West region telephone operations Affiliates. (b) In addition to Conforming Changes, during the term, the Buyers or FairPoint may request that Supplier parties may, in accordance with the procedures specified in this Article III, (i) mutually agree in writing to modify the terms and conditions relating to any of the Transition Services to comply with then-existing law or requirements of a Governmental Authority (a “Service Modification”) or (ii) mutually agree in writing upon the terms and conditions relating to the provision of services that are in addition to any Transition Services (an “Additional Service”). Buyers In the event either of the parties desires a Service Modification or FairPoint an Additional Service (in each case, a “Change”), the party requesting the Change shall deliver a written description of the proposed Change (each, a “Change Request”) to Supplierthe other party’s Single Point of Contact (as defined in Article XI) a written description of the proposed change (each, a “Change Request”). (c) All Change Requests by either party must be consented to by the other party’s Single Point of Contact in writing before either party has any obligation with respect to the proposed Change. Either party may decline to consent to any Change Request for any reason in its sole discretion. A party that is requested to provide its consent to a Change Request will not unreasonably delay in responding to such request. Notwithstanding the foregoing, Supplier shall provide all proposed Service Modifications. Supplier shall make commercially reasonable efforts not withhold its consent to complete and implement Service Modifications at the time or on the schedule required by law or requirements of the Governmental Authority, taking into account Supplier’s pre-existing work load, service obligations and requirements of law in respect of its Affiliates. The Supplier’s time expended to implement a Service Modification (other than a Service Modification required to be implemented by applicable law or any governmental order generally applicable to all telecommunications operators as in effect prior to the Closing Date but not any Service Modification which requested by Surviving Corporation that is part of any order required to comply with the requirements of a Governmental Authority issued in connection with or applicable Law, and the Merger) shall be billed Surviving Corporation agrees to Buyers as Special Services. The Buyers shall reimburse Supplier for its increased costs and out-of pocket expenses associated with implementation and delivery of any post-Closing such Service Modification (other than a Service Modification required to be implemented by applicable law or any governmental order generally applicable to all telecommunications operators as in effect prior to the Closing Date but not any Service Modification which is part of any order of a Governmental Authority issued in connection with the Merger). FairPoint shall reimburse Supplier for its cost and out-of-pocket expenses associated with implementation and delivery of any pre-Closing Service Modification (except as provided above)Modification. (d) If a Conforming Change occurs or a Change Request is approved in accordance with this Article III, the definition of Transition Services and the Schedules hereto Schedule A will be deemed amended to reflect the implementation of the Conforming Change or Service Modification Change Request as well as any other terms and conditions agreed upon by the parties in writing.

CHANGES IN SCOPE. (a) The parties acknowledge and agree that Supplier and its Affiliates Company shall provide the Transition Base Services utilizing systemsthe Triad Technology Platform and such other equipment, databasessystems or technology as Company reasonably deems necessary for the performance of the Base Services. In the performance of the Base Services, reports, formats and processes used to support Verizon New England Inc. (and the Contributing Companies as to the respective service they received) immediately prior to the Closing Date, and except as otherwise specifically described herein or in the Schedules hereto, Supplier and its Affiliates are not obligated to make any modification or customization of any such systems, databases, reports, formats or processes. Supplier and its Affiliates will Company shall adhere to the provisions of Triad’s Customer Services Manual and shall use commercially reasonable efforts to achieve consistency, where appropriate, with the other applicable policies, practices and methodologies used to support Verizon New England Inc. and the Contributing Companies Triad immediately prior to the Closing Date. During the term of this Agreement, Supplier may at any time modify the Transition Services, as necessary or desirable, to allow for continued or conforming use of the then-existing systems and databases and to allow for continued or conforming adherence Date to the then-existing policies, practices and methodologies, which Supplier or its Affiliates will use extent these have been furnished to provide similar services Company prior to Verizon New England Inc. or the Contributing Companies after the Closing (each, a “Conforming Change”). Provided that the Conforming Change complies with applicable law, neither Buyers nor Surviving Corporation shall be responsible for any additional costs in connection with such Conforming Change, and Supplier shall reimburse Buyers for all of Buyers’ reasonable out-of-pocket costs in connection with the implementation of such Conforming Change. Prior to the implementation of a Conforming Change, Supplier will provide the Buyers with written notice of such change contemporaneously with the notice provided to Verizon New England Inc. or the Contributing Companies, as applicableDate. (b) In addition to Conforming Changes, during During the termTerm, the Buyers or FairPoint Parties may request require that Supplier agree to modify any of the Transition Base Services be modified to comply with then-existing law Applicable Law or requirements to facilitate the efficient and orderly conduct of a Governmental Authority Triad’s operations and business (a “Service Modification”). Buyers or FairPoint Either Party may propose a Service Modification and the Parties shall deliver cooperate to Supplier’s Single Point of Contact (as defined in Article XI) mutually prepare a written detailed description of the each proposed change Service Modification (each, a “Change RequestOrder”). All Change Orders must contain: (i) a description of any additional work to be performed and/or changes to the performance required of either Party, including the estimated number and skill level of personnel necessary to make such changes and/or additions and the availability of such personnel over the ensuing period; (ii) a statement of the impact of the additional work or changes on the Services, schedule, costs or other requirements of this Agreement; (iii) acceptance test procedures for such additional work, if applicable; (iv) identification of service category (i.e., Maintenance Services, Technology Development Services or Special Services); and (v) signatures of duly authorized individuals of each Party. Company may proceed with modifications to its own services so long as it does not materially disrupt the Services (or any of them) or violate the Service Level Standards. Company shall accept any such Change Order requested by Triad; provided that subject to Section 3.1, in the event that the acceptance of a particular Change Order requested by Triad would require Company to incur Third Party Vendor Costs, or to expend incremental effort, resources or performance beyond that which is required under this Agreement prior to the acceptance of such Change Order, then Company shall promptly provide notice to Triad (in a manner permitted pursuant to Section 15.1) of the impact of such Change Order, including, without limitation, any Service Fees or allocation of Technology Development Services hours. No Change Order shall take effect until the Parties have agreed with respect to such changes, fees or re-allocation of hours. If appropriate, the Parties shall negotiate in good faith an equitable cost or hours adjustment in connection with such Change Order requested by Triad. (c) Supplier Company shall provide to Triad all proposed Service ModificationsModifications on the terms set forth in this Section 3.3(c). Supplier Company shall make commercially reasonable efforts to complete and implement Service Modifications at the time or on the schedule required by law Applicable Law or requirements of as agreed by the Governmental AuthorityParties, taking into account SupplierCompany’s pre-existing work load, the amount of advance written notice given to Company by Triad, and other service obligations and requirements of law in respect of its AffiliatesTriad already being provided by Company pursuant to this Agreement. The SupplierUnless otherwise agreed by the Parties, Company’s time expended to implement and deliver a Service Modification (proposed by Triad shall be treated as Special Services for purposes of allocating hours, paying the FTE Rate and other than a matters. Notwithstanding anything herein to the contrary, no Service Modification required proposed by Company shall (i) result in additional Service Fees, costs or expenses to be implemented by applicable law Triad or any governmental order generally applicable (ii) count towards hours allocated to all telecommunications operators as in effect prior to the Closing Date but not any Service Modification which is part of any order of a Governmental Authority issued in connection with the Merger) shall be billed to Buyers as Special Services. The Buyers shall reimburse Supplier for its costs and out-of pocket expenses associated with implementation and delivery of any post-Closing Service Modification (other than a Service Modification required to be implemented by applicable law or any governmental order generally applicable to all telecommunications operators as in effect prior to the Closing Date but not any Service Modification which is part of any order of a Governmental Authority issued in connection with the Merger). FairPoint shall reimburse Supplier for its cost and out-of-pocket expenses associated with implementation and delivery of any pre-Closing Service Modification (except as provided aboveTechnology Development Services under Section 2.1(e). (d) If a Conforming Change occurs or a Change Request Order is approved delivered in accordance with this Article III, the definition of Transition Services and the Schedules hereto will be deemed amended to reflect the implementation of the Conforming Change or Service Modification as well as any other terms and conditions agreed upon by the parties Parties in writing.

CHANGES IN SCOPE. (a) The parties acknowledge and agree that Supplier and its Affiliates shall provide the Transition Services utilizing systems, databases, reports, formats and processes used to support Verizon New England Inc. (and the Contributing Companies as to the respective service they received) immediately prior to the Closing Date, and except as otherwise specifically described herein or in the Schedules hereto, Supplier and its Affiliates are not obligated to make any modification or customization of any such systems, databases, reports, formats or processes. Supplier and its Affiliates will adhere to the policies, practices and methodologies used to support Verizon New England Inc. and the Contributing Companies immediately prior to the Closing Date. During the term of this Agreement, Supplier may at any time modify the Transition Services, as necessary or desirable, to allow for continued or conforming use of the then-existing systems and databases and to allow for continued or conforming adherence to the then-existing policies, practices and methodologies, which Supplier or its Affiliates will use to provide similar services to Verizon New England Inc. or the Contributing Companies after the Closing (each, a “"Conforming Change”"). Provided that the Conforming Change complies with applicable law, neither Buyers nor Surviving Corporation shall be responsible for any additional costs in connection with such Conforming Change, and Supplier shall reimburse Buyers for all of Buyers’ ' reasonable out-of-pocket costs in connection with the implementation of such Conforming Change. Prior to the implementation of a Conforming Change, Supplier will provide the Buyers with written notice of such change contemporaneously with the notice provided to Verizon New England Inc. or the Contributing Companies, as applicable. (b) In addition to Conforming Changes, during the term, the Buyers or FairPoint may request that Supplier agree to modify any of the Transition Services to comply with then-existing law or requirements of a Governmental Authority (a “"Service Modification”"). Buyers or FairPoint shall deliver to Supplier’s 's Single Point of Contact (as defined in Article XI) a written description of the proposed change (each, a “"Change Request”"). (c) Supplier shall provide all proposed Service Modifications. Supplier shall make commercially reasonable efforts to complete and implement Service Modifications at the time or on the schedule required by law or requirements of the Governmental Authority, taking into account Supplier’s 's pre-existing work load, service obligations and requirements of law in respect of its Affiliates. The Supplier’s 's time expended to implement a Service Modification (other than a Service Modification required to be implemented by applicable law or any governmental order generally applicable to all telecommunications operators as in effect prior to the Closing Date but not any Service Modification which is part of any order of a Governmental Authority issued in connection with the Merger) shall be billed to Buyers as Special Services. The Buyers shall reimburse Supplier for its costs and out-of pocket expenses associated with implementation and delivery of any post-Closing Service Modification (other than a Service Modification required to be implemented by applicable law or any governmental order generally applicable to all telecommunications operators as in effect prior to the Closing Date but not any Service Modification which is part of any order of a Governmental Authority issued in connection with the Merger). FairPoint shall reimburse Supplier for its cost and out-of-pocket expenses associated with implementation and delivery of any pre-Closing Service Modification (except as provided above). (d) If a Conforming Change occurs or a Change Request is approved in accordance with this Article III, the definition of Transition Services and the Schedules hereto will be deemed amended to reflect the implementation of the Conforming Change or Service Modification as well as any other terms and conditions agreed upon by the parties in writing.. ARTICLE IV