Common use of Assigned Contracts Clause in Contracts

Assigned Contracts. (a) Schedule 5.6(a) contains a true and correct list of each of the Assigned Contracts. Except as set forth in Schedule 5.6(a), Seller has made available true, complete and correct copies (except as redacted as to pricing terms) of each of the written Assigned Contracts to Buyer and made available true, complete and correct (except as redacted as to pricing terms) summaries of the material terms of each of the oral Assigned Chain Contracts to Buyer. Each of the Assigned Contracts that Seller has directly entered into was entered into by Seller in the ordinary course of business consistent with past practice for like customers. Each of the Assigned Contracts is in full force and effect as of the date hereof and there exists no material breach or violation of or material default under any of the Assigned Contracts by Seller or, to the Knowledge of Seller, any other party to the Assigned Contracts, or any event which, with or without notice or the lapse of time, or both, will create a material breach or violation thereof or material default thereunder by Seller or, to the Knowledge of Seller, any other party to such Assigned Contracts. (b) Except as set forth in Schedule 5.6(b), there exists no actual or, to the Knowledge of Seller, any threatened, termination, cancellation or material amendment or modification to any Assigned Chain Contract. (c) Except as set forth in Schedule 5.6(c), since January 1, 2002, no other party to any of the Assigned Chain Contracts has terminated their contract, or reduced or, to the Knowledge of Seller, threatened to reduce the volume of transactions processed under any of the Assigned Chain Contracts. (d) Except as set forth in Schedule 5.6(d), neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements by Seller, nor the consummation of the transactions contemplated hereunder and thereunder by Seller (excluding, for the avoidance of doubt, the performance by Seller under the Transition Services Agreement), will result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation, or a loss of rights under, or result in the creation or imposition of any Encumbrance upon, any of the Assigned Contracts.

Assigned Contracts. (a) Schedule 5.6(a) contains a true 4.15.1 Exhibit B identifies and correct list provides an accurate and ---------- complete description of each Assigned Contract. The Seller has delivered to the Buyer accurate and complete copies of the Assigned Contractsall Contracts identified in Exhibit B, --------- including all amendments thereto. Each Contract is valid and in full force and effect. 4.15.2 Except as set forth in Schedule 5.6(a), Seller has made available true, complete and correct copies (except as redacted as to pricing terms) of each Section 4.15 of the written Assigned Contracts to Buyer and made available trueSeller's Disclosure Schedule: (i) no party has violated or breached, complete and correct (except as redacted as to pricing terms) summaries of the material terms of each of the oral Assigned Chain Contracts to Buyer. Each of the Assigned Contracts that Seller has directly entered into was entered into by Seller in the ordinary course of business consistent with past practice for like customers. Each of the Assigned Contracts is in full force and effect as of the date hereof and there exists no material breach or violation of declared or material committed any default under any of the Assigned Contracts by Seller or, to the Knowledge of Sellerunder, any other party to the Assigned ContractsContract; (ii) no event has occurred, and no circumstance or any event whichcondition exists, that might (with or without notice or the lapse of time) (A) result in a violation or breach of any of the provisions of any Assigned Contract, (B) give any party the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party the right to accelerate the maturity or performance of any Assigned Contract, or both(D) give any party the right to cancel, will create a material terminate or modify any Assigned Contract; (iii) the Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or violation thereof or material default thereunder by Seller or, to the Knowledge of Sellerunder, any other party to such Assigned ContractsBusiness Contract; and (iv) the Seller has not waived any right under any Business Contract. (b) 4.15.3 Except as set forth in Schedule 5.6(b)Section 4.15 of the Seller's Disclosure Schedule, there exists no actual orthe Seller has never guaranteed or otherwise agreed to cause, insure or become liable for, and the Seller has never pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other party. 4.15.4 No party is renegotiating, or has the right to renegotiate, any amount paid or payable to the Knowledge Seller under any Assigned Contract or any other term or provision of Seller, any threatened, termination, cancellation or material amendment or modification Assigned Contract. 4.15.5 The Seller has no knowledge of any basis upon which any party to any Assigned Chain Contract may object to (i) the assignment to the Buyer of any right under such Assigned Contract, or (ii) the delegation to or performance by the Buyer of any obligation under such Assigned Contract. (c) Except as set forth in Schedule 5.6(c), since January 1, 2002, no other party to any of the Assigned Chain Contracts has terminated their contract, or reduced or, to the Knowledge of Seller, threatened to reduce the volume of transactions processed under any of the Assigned Chain Contracts. (d) Except as set forth in Schedule 5.6(d), neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements by Seller, nor the consummation of the transactions contemplated hereunder and thereunder by Seller (excluding, for the avoidance of doubt, the performance by Seller under the Transition Services Agreement), will result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation, or a loss of rights under, or result in the creation or imposition of any Encumbrance upon, any of the Assigned Contracts.

Assigned Contracts. (a) Schedule 5.6(a) contains a true Complete and correct list accurate copies of each of the Assigned Contracts. Except as set forth in Schedule 5.6(a), Seller has made available true, complete and correct copies (except as redacted as to pricing terms) of each of the written all Assigned Contracts to Buyer and made available true, complete and correct (except as redacted as to pricing terms) summaries of the material terms of each of the oral Assigned Chain Contracts have been provided to Buyer. . 4.11.1 Each of the Assigned Contracts that Seller has directly entered into was entered into by Seller in the ordinary course of business consistent with past practice for like customers. Each of the Assigned Contracts Contract is legal, valid and in full force and effect effect, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally and by the availability of the date hereof and there exists no material breach or violation of or material default under any of the Assigned Contracts by Seller or, to the Knowledge of equitable remedies. To Seller, any other party to the Assigned Contracts, or any event which, with or without notice or the lapse of time, or both, will create a material breach or violation thereof or material default thereunder by Seller or, to the Knowledge of Seller, any other party to such Assigned Contracts. (b) Except as set forth in Schedule 5.6(b), there exists no actual or, to the Knowledge of Seller, any threatened, termination, cancellation or material amendment or modification to any Assigned Chain Contract. (c) Except as set forth in Schedule 5.6(c), since January 1, 2002's Knowledge, no other party to any Assigned Contract has taken the position that any provision of the such contract is unenforceable. 4.11.2 Seller not breached any Assigned Chain Contracts Contract, and, to Seller's Knowledge, no other Person has terminated their contractbreached any Assigned Contract. 4.11.3 To Seller's Knowledge, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or reduced orcould reasonably be expected to, to the Knowledge (A) result in a breach of Seller, threatened to reduce the volume of transactions processed under any of the provisions of any Assigned Chain ContractsContract, (B) give any Person the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any Person the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any Person the right to cancel, terminate or modify any Assigned Contract. (d) Except as set forth in Schedule 5.6(d)4.11.4 Seller has not received any notice or other communication regarding any actual or possible breach of any Assigned Contract that has not been resolved. Seller has not received notice of termination or cancellation of or intent to cancel or terminate any Assigned Contract. 4.11.5 Seller has not waived any of its rights under any Assigned Contract. 4.11.6 No Person is renegotiating, neither or has a right pursuant to the execution and delivery terms of this Agreement any Assigned Contract to renegotiate any amount paid or payable to Seller under any Assigned Contract or any other material term or provision of any Assigned Contract. 4.11.7 Each Assigned Contract will continue to be enforceable, and in full force and effect on identical terms immediately following the consummation of the Seller Ancillary Agreements by SellerTransactions, nor and the consummation of the transactions contemplated hereunder and thereunder by Seller shall not (excluding, for either alone or upon the avoidance occurrence of doubt, the performance by Seller under the Transition Services Agreement), will additional acts or events) result in a breach any payment or payments becoming due from Seller to any Person or give any Person the right to terminate or alter the provisions of such Assigned Contract. The consummation of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation, or a loss of rights under, or result in the creation or imposition of any Encumbrance upon, transactions contemplated by this Agreement will not affect any of the Assigned ContractsContracts in a manner that could reasonably be expected to be materially adverse to Buyer.

Assigned Contracts. (a) Schedule 5.6(a) contains a true 4.14.1 Exhibit A identifies and correct list provides an accurate and complete ---------- description of each Assigned Contract. The Seller has delivered to the Buyer accurate and complete copies of the Assigned Contractsall Contracts identified in Exhibit A, including ---------- all amendments thereto. Each Contract is valid and in full force and effect. 4.14.2 Except as set forth in Schedule 5.6(a), Seller has made available true, complete and correct copies (except as redacted as to pricing terms) of each Section 4.14 of the written Assigned Contracts to Buyer and made available trueSeller's Disclosure Schedule: (i) no party has violated or breached, complete and correct (except as redacted as to pricing terms) summaries of the material terms of each of the oral Assigned Chain Contracts to Buyer. Each of the Assigned Contracts that Seller has directly entered into was entered into by Seller in the ordinary course of business consistent with past practice for like customers. Each of the Assigned Contracts is in full force and effect as of the date hereof and there exists no material breach or violation of declared or material committed any default under any of the Assigned Contracts by Seller or, to the Knowledge of Sellerunder, any other party to the Assigned ContractsContract; (ii) no event has occurred, and no circumstance or any event whichcondition exists, that might (with or without notice or the lapse of time) (A) result in a violation or breach of any of the provisions of any Assigned Contract, (B) give any party the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party the right to accelerate the maturity or performance of any Assigned Contract, or both(D) give any party the right to cancel, will create a material terminate or modify any Assigned Contract; (iii) the Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or violation thereof or material default thereunder by Seller or, to the Knowledge of Sellerunder, any other party to such Business Contract; and (iv) the Seller has not waived any right under any Business Contract. 4.14.3 Set forth on Section 4.14 of the Seller Disclosure Letter is a true, correct and complete list of all pre-paid accounts underlying the Assigned Contracts.; (b) 4.14.4 Except as set forth in Schedule 5.6(b)Section 4.14 of the Seller's Disclosure Schedule, there exists no actual orthe Seller has never guaranteed or otherwise agreed to cause, insure or become liable for, and the Seller has never pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other party. 4.14.5 No party is renegotiating, or has the right to renegotiate, any amount paid or payable to the Knowledge Seller under any Assigned Contract or any other term or provision of Seller, any threatened, termination, cancellation or material amendment or modification Assigned Contract. 4.14.6 The Seller has no knowledge of any basis upon which any party to any Assigned Chain Contract may object to (i) the assignment to the Buyer of any right under such Assigned Contract, or (ii) the delegation to or performance by the Buyer of any obligation under such Assigned Contract. (c) Except as set forth in Schedule 5.6(c), since January 1, 2002, no other party to any of the Assigned Chain Contracts has terminated their contract, or reduced or, to the Knowledge of Seller, threatened to reduce the volume of transactions processed under any of the Assigned Chain Contracts. (d) Except as set forth in Schedule 5.6(d), neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements by Seller, nor the consummation of the transactions contemplated hereunder and thereunder by Seller (excluding, for the avoidance of doubt, the performance by Seller under the Transition Services Agreement), will result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation, or a loss of rights under, or result in the creation or imposition of any Encumbrance upon, any of the Assigned Contracts.

Assigned Contracts. (a) Schedule 5.6(a) contains a true and correct list of each of the Assigned Contracts. Except as set forth in Schedule 5.6(a)Section 2.6 to the Seller's Disclosure Schedule: (a) each Required Contract and Consent Contract that is assigned to the Buyer (such Required Contracts and Consent Contracts being collectively referred to herein of the Seller's as the "Assigned Contracts") is a valid and binding agreement of the Seller and, Seller has made available trueto the best knowledge, complete and correct copies (except as redacted as to pricing terms) of each of the written other parties thereto; (b) the Seller has not failed to fulfill any of its material obligations required to be performed pursuant to the Assigned Contracts to Buyer the extent that any such failure, alone or together with any other such failure, may have a material adverse effect on the Operations or the Buyer's ability to perform its obligations under the Services Agreement; (c) the Seller is not in breach of or default under any Assigned Contract in any material respect, and made available trueno event has occurred which with the passage of time or giving of notice or both would constitute, complete and correct in any material respect, a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (except as redacted as d) to pricing terms) summaries the best of the material terms of each of the oral Assigned Chain Contracts to Buyer. Each of the Assigned Contracts that Seller has directly entered into was entered into by Seller in the ordinary course of business consistent with past practice for like customers. Each of the Assigned Contracts Seller's knowledge, there is in full force and effect as of the date hereof and there exists no existing material breach or violation of or material default under any of the Assigned Contracts by Seller or, to the Knowledge of Seller, any other party to any Assigned Contract, and no event has occurred which with the Assigned Contracts, passage of time or any event which, with or without giving of notice or the lapse of time, or both, will create both would constitute a material breach default by such other party, result in a material loss of rights or violation thereof result in the creation of any material lien, charge or material default encumbrance thereunder or pursuant thereto; and (e) the continuation, validity and effectiveness of each Assigned Contract will not be affected by the transfer from the Seller or, to the Knowledge of Seller, any other party to such Assigned Contracts. (b) Except as set forth Buyer under this Agreement. The representations contained in Schedule 5.6(b), there exists no actual or, this Section 2.6 regarding the Consent Contracts that are assigned to the Knowledge Buyer are not made by the Seller at the time of Seller, any threatened, termination, cancellation or material amendment or modification to any Assigned Chain Contract. (c) Except as set forth in Schedule 5.6(c), since January 1, 2002, no other party to any of the Assigned Chain Contracts has terminated their contract, or reduced or, to the Knowledge of Seller, threatened to reduce the volume of transactions processed under any of the Assigned Chain Contracts. (d) Except as set forth in Schedule 5.6(d), neither the execution and delivery of this Agreement or any but will be made as of the Seller Ancillary Agreements by Seller, nor the consummation of the transactions contemplated hereunder and thereunder by Seller (excluding, for the avoidance of doubt, the performance by Seller under the Transition Services Agreement), will result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation, or a loss of rights under, or result in the creation or imposition of any Encumbrance upon, any of the Assigned ContractsClosing Date.

Assigned Contracts. (a) Schedule 5.6(a) contains a true and correct list of each of the Assigned Contracts. Except as set forth in Schedule 5.6(a), Seller has made available true, complete and correct copies (except as redacted as to pricing terms) of each of the written Assigned Contracts to Buyer and made available true, complete and correct (except as redacted as to pricing terms) summaries of the material terms of each of the oral Assigned Chain Contracts to Buyer. Each of the Assigned Contracts that Seller has directly entered into was entered into by Seller in the ordinary course of business consistent with past practice for like customers. Each of the Assigned Contracts is in full force and effect as of the date hereof and there exists no material breach or violation of or material default under any of the Assigned Contracts by Seller or, to the Knowledge of Seller, any other party to the Assigned Contracts, or any event which, with or without notice or the lapse of time, or both, will create a material breach or violation thereof or material default thereunder by Seller or, to the Knowledge of Seller, any other party to such Assigned Contracts. (bi) Except as set forth on Schedule 4(d)(i) with respect to contracts that have terminated, each Assigned Contract is valid, in Schedule 5.6(b)full force and effect, there exists no actual or, to and is enforceable by the Knowledge of Seller, any threatened, termination, cancellation or material amendment or modification to any Sellers entering into such Assigned Chain Contract. (c) Except as set forth Contract in Schedule 5.6(c), since January 1, 2002, no other party to any of the Assigned Chain Contracts has terminated their contract, or reduced or, to the Knowledge of Seller, threatened to reduce the volume of transactions processed under any of the Assigned Chain Contracts. (d) Except as set forth in Schedule 5.6(d), neither the execution accordance with its terms and delivery of this Agreement or any of the Seller Ancillary Agreements by Seller, nor upon the consummation of the transactions contemplated hereunder and thereunder by Seller (excluding, for the avoidance of doubt, the performance by Seller under the Transition Services Agreement)hereby, will continue to be legal, valid, binding, enforceable and in full force and effect on its terms. (ii) (A) The Sellers have not and, to the knowledge of the Sellers, no other Person has, violated, breached, or declared or committed any default under any Assigned Contract; (B) the Sellers have not created any circumstance or condition, and, to the Knowledge of the Sellers, no event has occurred, and no circumstance or condition exists, that would (with or without notice or lapse of time) (w) result in a violation or breach of any of the termsprovisions of any Assigned Contract, conditions (x) give any Person the right to declare a default or provisions exercise any remedy under any Assigned Contract, (y) give any Person the right to accelerate the maturity or performance of any Assigned Contract, or (z) give any Person the right to cancel, terminate or modify the terms of any Assigned Contract; (C) except as set forth on Schedule 4(d)(ii), the Sellers have not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation, or a loss of rights under, any Assigned Contract; and (D) except as set forth on Schedule 4(d)(ii), the Sellers have not waived any of its rights under any Assigned Contract. Except for the Assigned Contracts, there is no agreement, written or result in oral, between the creation or imposition Sellers and any other party with respect to the Acquired Titles. Except for the sublicenses identified on Schedule A-4, the Sellers have not assigned and, to the Sellers' Knowledge, their respective assignees (including Affiliates of any Encumbrance uponthe Sellers) have not assigned, any of their rights (including by way of sublicense) or granted any rights under the Assigned Contracts.

Assigned Contracts. (a) Schedule 5.6(a) contains 2.1 to the Seller Disclosure Memorandum sets forth a true and correct list of all of the contracts related to the Assets, including the Product Candidates and the Programs that are to be assigned to the Buyers at the Closing (the "Assigned Contracts"). All the Assigned Contracts are valid, binding and enforceable in accordance with their terms by and against each Seller that is a party to such Assigned Contract and, to the knowledge of each Seller, each other party thereto, and are in full force and effect. Each Seller has performed in all material respects all obligations imposed on it thereunder, and no Seller nor, to the knowledge of any Seller, any other party thereto is in default thereunder. To the knowledge of each Seller, and except as would not reasonably be expected to have a Program Material Adverse Effect, no event has occurred, and no circumstance or condition exists, that would (with or without notice or lapse of time) (i) constitute a default by any Seller or, to the knowledge of any Seller, any other party thereunder, (ii) result in a violation or breach of any of the provisions of the Assigned Contracts. Except as set forth in Schedule 5.6(a), Seller has made available true, complete and correct copies (except as redacted as iii) give any Person the right to pricing terms) of each of declare a default or exercise any remedy for default under the written Assigned Contracts or (iv) give any Third Party the right to Buyer and made available truecancel, complete and correct (except as redacted as to pricing terms) summaries of the material terms of each of the oral Assigned Chain Contracts to Buyer. Each terminate or modify any of the Assigned Contracts that Seller has directly entered into was entered into (except to the extent any such Assigned Contract is by Seller in its terms terminable, cancelable or modifiable by such Third Party upon prior notice or after the ordinary course expiration of business consistent with past practice for like customersa specified term). Each of the Assigned Contracts is in full force and effect as of the date hereof and there exists no material The Sellers have not received any written notice regarding any actual or alleged violation, breach or violation of or material default under any of the Assigned Contracts by Seller orContracts. As of the date of this Agreement, the Sellers are not directly and actively engaged in any renegotiation of any amounts paid or payable to the Knowledge of Seller, any other party to the Assigned Contracts, or any event which, with or without notice or the lapse of time, or both, will create a material breach or violation thereof or material default thereunder by Seller or, to the Knowledge of Seller, any other party to such Assigned Contracts. (b) Except as set forth in Schedule 5.6(b), there exists no actual or, to the Knowledge of Seller, any threatened, termination, cancellation or material amendment or modification to any Assigned Chain Contract. (c) Except as set forth in Schedule 5.6(c), since January 1, 2002, no other party to any of the Assigned Chain Contracts has terminated their contract, or reduced or, to the Knowledge of Seller, threatened to reduce the volume of transactions processed Sellers under any of the Assigned Chain Contracts. (d) Except as set forth in Schedule 5.6(d), neither the execution and delivery of this Agreement Contracts or any other material term or material provision of the Seller Ancillary Agreements by Seller, nor the consummation of the transactions contemplated hereunder and thereunder by Seller (excluding, for the avoidance of doubt, the performance by Seller under the Transition Services Agreement), will result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation, or a loss of rights under, or result in the creation or imposition of any Encumbrance upon, any of the Assigned Contracts. True and complete copies of each Assigned Contract have been delivered to the Buyers by the Sellers, and there is no legally enforceable agreement (written or oral) between any Seller and any other party to any Assigned Contract that amends, modifies or interprets or purports to amend, modify or interpret the terms of any Assigned Contract (except for the Required Consents). Schedule 4.6 to the Seller Disclosure Memorandum sets forth a list of all Assigned Contracts that require the consent or waiver of any party to such Assigned Contract as a result of the transactions contemplated hereby (the "Required Consents"); provided, however, that certain of the consents will not be obtained prior to the Closing Date, as set forth on Schedule 4.3 to the Seller Disclosure Memorandum).

Assigned Contracts. (a) Schedule 5.6(aA true and correct copy (and, if oral, an accurate written description) of each Assigned Contract, including any modifications, amendments, renewals or extensions thereof (other than purchase orders) that (v) is a Contract with any of the customers of the Business listed on SCHEDULE 5.8(f), (w) has a duration of twelve (12) months or more, (x) requires or could require any party thereto to pay $100,000 or more, (y) is between Seller or any Subsidiary thereof, on the one hand, and any Related Person, on the other hand, or (z) is material to the Business has been provided to Purchaser. The Assigned Contracts represent all of the Contracts that are used primarily in the Business. (b) SCHEDULE 5.8(b) contains a true and correct list of each all commitments for capital expenditures that have been approved or made by Seller or any Subsidiary thereof with respect to the Business prior to the date of this Agreement in excess of $100,000 and that remain outstanding as of the Assigned Contracts. date hereof. (c) Except as set forth in Schedule 5.6(aon SCHEDULE 5.8(c), Seller has made available true, complete and correct copies (except as redacted as to pricing terms) of each of the written Assigned Contracts to Buyer and made available true, complete and correct (except as redacted as to pricing terms) summaries of the material terms of each of the oral Assigned Chain Contracts to Buyer. Each of the Assigned Contracts that Seller has directly entered into was entered into by Seller in the ordinary course of business consistent with past practice for like customers. Each of the Assigned Contracts is in full force and effect as of the date hereof and there exists no material breach or violation of or material default Default under any of the Assigned Contracts by Seller or any Subsidiary thereof or, to the Knowledge of Seller, any other party to the Assigned Contracts or any event which, will or is reasonably likely to create a Default thereunder by Seller or any Subsidiary thereof or, to the Knowledge of Seller, any other party to the Assigned Contracts, or any event which, with or without notice or the lapse of time, or both, will create a material breach or violation thereof or material default thereunder by Seller or, to the Knowledge of Seller, any other party to such Assigned Contracts. (b) . Except as set forth in Schedule 5.6(b)on SCHEDULE 5.2, each Assigned Contract is fully assignable without the Consent of any Third Party. (d) Except as indicated on SCHEDULES 5.8(d) OR 5.13, there exists no actual or, to the Knowledge of Seller, any threatenedthreatened dispute under, termination, cancellation cancellation, or material amendment limitation of, or modification any amendment, modification, or change to any Assigned Chain Contract, including (i) the business relationship with any customer, distributor, or related group of customers or distributors listed on SCHEDULE 5.8(f) or such other customer, distributor or related group of customers or distributors whose purchases individually or in the aggregate are Material to the operations and financial condition of the Business, (ii) the requirements of any customer or related group of customers listed on SCHEDULE 5.8(f) or such other customer or related group of customers of the Business whose purchases individually or in the aggregate are material to the operations and financial condition of the Business, or (iii) the business relationship with any supplier set forth on SCHEDULE 5.24 or any other material supplier to the Business. (ce) Neither Seller nor any Subsidiary thereof has granted any power of attorney affecting or with respect to the Business or the Acquired Assets that remains outstanding. (f) SCHEDULE 5.8(f) sets forth for the year ended December 31, 2002 and for the three (3) month period ended March 31, 2003 (a) the names and addresses of the twenty (20) largest customers of the Business, as ranked by revenues from such customers and (b) the amount invoiced with respect to each of such customers during each such period, and except as disclosed on SCHEDULE 5.8(f), Seller has no Knowledge that any such customer has ceased, or will cease, to purchase merchandise or services from Seller or its Subsidiaries, or has substantially reduced or will substantially reduce the use of such merchandise or services following the Closing Date. (g) SCHEDULE 5.8(g) contains an accurate and complete list of all Contracts, transfers of assets or liabilities or other commitments or transactions, whether or not entered into in the Ordinary Course of Business, to or by which Seller or any Subsidiary thereof, on the one hand, and any Affiliate thereof, on the other hand, are or have been a party or otherwise bound or affected, and that are currently pending or in effect and relate to or affect the Business. Except as disclosed in SCHEDULE 5.8(g), each Contract, transfer of assets or liabilities or other commitment or transaction set forth or required to be set forth in Schedule 5.6(cSCHEDULE 5.8(g) was on terms and conditions as favorable to Seller or its Subsidiary as would have been obtainable by it at the time in a comparable arm's-length transaction with a Third Party other than an Affiliate. Except as disclosed in SCHEDULE 5.8(g), since January 1no Related Person of Seller or any Subsidiary thereof owns, 2002directly or indirectly, no other party to on an individual or joint basis, any of the Assigned Chain Contracts has terminated their contract, or reduced or, to the Knowledge of Seller, threatened to reduce the volume of transactions processed under interest in any of the Assigned Chain Contracts. (d) Acquired Assets. Except as set forth disclosed in Schedule 5.6(dSCHEDULE 5.8(g), neither the execution and delivery Seller nor any Related Person owns, or has owned, of this Agreement record or as a beneficial owner, an equity interest or any other financial or profit interest in any Person that has (i) had business dealings or a material financial interest in any transaction with Seller other than business dealings or transactions disclosed in SCHEDULE 5.8(g), each of which has been conducted in the Ordinary Course of Business at substantially prevailing market prices and on substantially prevailing market terms or (ii) engaged in a Competing Business in any market presently served by Seller or any Subsidiary thereof with respect to the Business, except for ownership of less than one percent (1%) of the Seller Ancillary Agreements by Seller, nor the consummation outstanding capital stock of the transactions contemplated hereunder and thereunder by Seller (excluding, for the avoidance of doubt, the performance by Seller under the Transition Services Agreement), will result in a breach of the terms, conditions any Competing Business that is publicly traded on any recognized exchange or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation, or a loss of rights under, or result in the creation or imposition of any Encumbrance upon, any of the Assigned Contractsover-the-counter market.

Assigned Contracts. (a) Schedule 5.6(a) contains a true and correct list of each of the Assigned Contracts. Except as set forth in Schedule 5.6(a), Seller has made available delivered to Buyer true, complete and correct accurate copies (except as redacted as of all Assigned Contracts, including all amendments and other changes thereto. Except for the Assigned Contracts, neither Seller nor any of its Affiliates is a party to pricing terms) any other Contract, whether written or oral, or arising out of each any course of conduct, course of dealings, or any actions of any party, with any counterparty to an Assigned Contract or any customer of the written Assigned Contracts to Buyer and made available true, complete and correct DMS Service Business or their respective Affiliates. (except as redacted as to pricing termsb) summaries of Seller is not in breach or default under the material terms of each of the oral any Assigned Chain Contracts to Buyer. Each of the Assigned Contracts that Seller has directly entered into was entered into by Seller in the ordinary course of business consistent with past practice for like customers. Each of the Assigned Contracts is in full force and effect as of the date hereof Contract, and there exists no material breach event, condition or violation of or material default under any of the Assigned Contracts by Seller or, to the Knowledge of Seller, any other party to the Assigned Contracts, or any event which, occurrence that (with or without due notice or the lapse of time, or both, will create ) would constitute such a material breach or violation thereof or material default thereunder by default, nor has Seller received any written or, to the Knowledge knowledge of Seller, other notice of any breach or default or alleged breach or default under any Assigned Contract. No other party to such any Assigned Contracts. (b) Except as set forth Contract is in Schedule 5.6(b), breach or default under the terms thereof and there exists no actual event, condition or occurrence that (with or without due notice or lapse of time, or both) would constitute such a breach or default by any such party, nor has Seller received any written or, to the Knowledge knowledge of Seller, other notice of any threatened, termination, cancellation breach or material amendment or modification to default by any Assigned Chain Contractsuch party. (c) Except The Assigned Contracts are in full force and effect, valid and binding obligations of Seller and, to the knowledge of Seller, the other parties thereto, and enforceable in accordance with their respective terms, except as set forth in Schedule 5.6(c)such enforceability may be limited by the Enforceability Exceptions. Seller has not received any written or, since January 1to the knowledge of Seller, 2002other notice of cancellation, no other party to revocation or termination of any of the Assigned Chain Contracts Contracts, nor are there any facts or circumstances that could reasonably be expected to lead to any such cancellation, revocation or termination, including receipt of any notice threatening cancellation, revocation or termination. Seller has terminated their contract, or reduced not received written or, to the Knowledge knowledge of Seller, threatened other notice of any claim, dispute or controversy with respect to reduce any Assigned Contract nor are there any facts or circumstances that could reasonably be expected to lead to any such claim, dispute or controversy with respect to any Assigned Contract. There are not, and have not been since the volume of transactions processed Acquisition Date, any material disputes between Seller and any customer under any Assigned Contract. Seller has not received any written or, to the knowledge of Seller, other request from a customer for material modifications to the terms of any Assigned Chain ContractsContract or for any material concessions. (d) Except as set forth in Schedule 5.6(d)Section 3.8(d) of the Disclosure Schedule, no consent of, or notice to, any third party is required under any Assigned Contract as a result of or in connection with, and neither the enforceability nor any of the terms or provisions of any Assigned Contract will (assuming the due authorization, execution and delivery by the other parties thereto) be affected in any manner by, the execution, delivery and performance of this Agreement or any of the Seller Ancillary Agreements by SellerRelated Agreement, nor the consummation of or the transactions contemplated hereunder hereby or thereby, except as such enforceability may be limited by the Enforceability Exceptions. (e) There exist no product or service warranties or guarantees, express or implied, written or oral, with respect to the Assigned Contracts other than those warranties and thereunder by Seller (excluding, for guarantees expressly set forth in the avoidance of doubt, the performance by Seller Assigned Contracts. All services provided under the Transition Services Agreement)Assigned Contracts, will result whether break/fix or preventative maintenance, have been provided in a breach of material compliance with the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation, or a loss of rights under, or result in the creation or imposition of any Encumbrance upon, any terms of the Assigned Contracts and were rendered in full compliance with any applicable manufacturer guidelines for equipment being serviced under the Assigned Contracts. Section 3.8(e) of the Disclosure Schedule sets forth a list of disputes (evidenced in writing), written complaints, warranty claims or Actions arising under or relating to the Assigned Contracts since the Acquisition Date.

Assigned Contracts. (a) Schedule 5.6(a) contains a true 4.14.1 Exhibit A identifies each Assigned Contract. Seller has delivered to Buyer accurate and correct list complete copies of all Contracts identified in Exhibit A, including all amendments thereto. Each Assigned Contract is valid and binding against Seller and, to Seller’s knowledge, each of the Assigned Contracts. other party thereto. 4.14.2 Except as set forth in Schedule 5.6(a), Seller has made available true, complete and correct copies (except as redacted as to pricing terms) of each Section 4.14 of the written Assigned Contracts Seller Disclosure Schedule: (i) to Buyer and made available trueSeller’s knowledge no party has violated or breached, complete and correct (except as redacted as to pricing terms) summaries of the material terms of each of the oral Assigned Chain Contracts to Buyer. Each of the Assigned Contracts that Seller has directly entered into was entered into by Seller in the ordinary course of business consistent with past practice for like customers. Each of the Assigned Contracts is in full force and effect as of the date hereof and there exists no material breach or violation of declared or material committed any default under any of the Assigned Contracts by Seller or, to the Knowledge of Sellerunder, any other party Assigned Contract; (ii) to the Assigned ContractsSeller’s knowledge no event has occurred, and no circumstance or any event whichcondition exists, that might (with or without notice or the lapse of time) (A) result in a violation or breach of any of the provisions of any Assigned Contract, (B) give any party the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party the right to accelerate the maturity or performance of any Assigned Contract, or both(D) give any party the right to cancel, will create a material terminate or modify any Assigned Contract; (iii) Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or violation thereof or material default thereunder by Seller or, to the Knowledge of Sellerunder, any other party to such Assigned ContractsContract; and (iv) Seller has not waived any right under any Assigned Contract. (b) 4.14.3 No party is renegotiating, or has the right to renegotiate, any amount paid or payable to Seller under any Assigned Contract or any other term or provision of any Assigned Contract. 4.14.4 Except as set forth in Schedule 5.6(b)Section 4.14 of the Seller Disclosure Schedule, there exists Seller has no actual or, to the Knowledge knowledge of Seller, any threatened, termination, cancellation or material amendment or modification basis upon which any party to any Assigned Chain Contract may object to (i) the assignment to Buyer of any right under such Assigned Contract, or (ii) the delegation to or performance by Buyer of any obligation under such Assigned Contract. (c) Except as set forth in Schedule 5.6(c), since January 1, 2002, no other party to any of the Assigned Chain Contracts has terminated their contract, or reduced or, to the Knowledge of Seller, threatened to reduce the volume of transactions processed under any of the Assigned Chain Contracts. (d) Except as set forth in Schedule 5.6(d), neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements by Seller, nor the consummation of the transactions contemplated hereunder and thereunder by Seller (excluding, for the avoidance of doubt, the performance by Seller under the Transition Services Agreement), will result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation, or a loss of rights under, or result in the creation or imposition of any Encumbrance upon, any of the Assigned Contracts.

Assigned Contracts. (a) Schedule 5.6(a) contains a true 4.15.1 Exhibit B identifies and correct list provides an accurate and complete description of each Assigned Contract. The Seller has delivered to the Buyer accurate and complete copies of the Assigned Contractsall Contracts identified in Exhibit B, including all amendments thereto. Each Contract is valid and in full force and effect. 4.15.2 Except as set forth in Schedule 5.6(a), Seller has made available true, complete and correct copies (except as redacted as to pricing terms) of each Section 4.15 of the written Assigned Contracts to Buyer and made available trueSeller’s Disclosure Schedule: (i) no party has violated or breached, complete and correct (except as redacted as to pricing terms) summaries of the material terms of each of the oral Assigned Chain Contracts to Buyer. Each of the Assigned Contracts that Seller has directly entered into was entered into by Seller in the ordinary course of business consistent with past practice for like customers. Each of the Assigned Contracts is in full force and effect as of the date hereof and there exists no material breach or violation of declared or material committed any default under any of the Assigned Contracts by Seller or, to the Knowledge of Sellerunder, any other party to the Assigned ContractsContract; (ii) no event has occurred, and no circumstance or any event whichcondition exists, that might (with or without notice or the lapse of time) (A) result in a violation or breach of any of the provisions of any Assigned Contract, (B) give any party the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party the right to accelerate the maturity or performance of any Assigned Contract, or both(D) give any party the right to cancel, will create a material terminate or modify any Assigned Contract; (iii) the Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or violation thereof or material default thereunder by Seller or, to the Knowledge of Sellerunder, any other party to such Assigned ContractsBusiness Contract; and (iv) the Seller has not waived any right under any Business Contract. (b) 4.15.3 Except as set forth in Schedule 5.6(b)Section 4.15 of the Seller’s Disclosure Schedule, there exists no actual orthe Seller has never guaranteed or otherwise agreed to cause, insure or become liable for, and the Seller has never pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other party. 4.15.4 No party is renegotiating, or has the right to renegotiate, any amount paid or payable to the Knowledge Seller under any Assigned Contract or any other term or provision of Seller, any threatened, termination, cancellation or material amendment or modification Assigned Contract. 4.15.5 The Seller has no knowledge of any basis upon which any party to any Assigned Chain Contract may object to (i) the assignment to the Buyer of any right under such Assigned Contract, or (ii) the delegation to or performance by the Buyer of any obligation under such Assigned Contract. (c) Except as set forth in Schedule 5.6(c), since January 1, 2002, no other party to any of the Assigned Chain Contracts has terminated their contract, or reduced or, to the Knowledge of Seller, threatened to reduce the volume of transactions processed under any of the Assigned Chain Contracts. (d) Except as set forth in Schedule 5.6(d), neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements by Seller, nor the consummation of the transactions contemplated hereunder and thereunder by Seller (excluding, for the avoidance of doubt, the performance by Seller under the Transition Services Agreement), will result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation, or a loss of rights under, or result in the creation or imposition of any Encumbrance upon, any of the Assigned Contracts.

Assigned Contracts. (a) Schedule 5.6(a) contains a true Each Assigned Contract is legal, valid, binding, enforceable and correct list of each of the Assigned Contracts. Except as set forth in Schedule 5.6(a), Seller has made available true, complete and correct copies (except as redacted as to pricing terms) of each of the written Assigned Contracts to Buyer and made available true, complete and correct (except as redacted as to pricing terms) summaries of the material terms of each of the oral Assigned Chain Contracts to Buyer. Each of the Assigned Contracts that Seller has directly entered into was entered into by Seller in the ordinary course of business consistent with past practice for like customers. Each of the Assigned Contracts is in full force and effect as against the applicable Seller and, to Sellers’ Knowledge, against each counterparty thereto, subject to the Enforceability Exceptions. No Seller or, to Sellers’ Knowledge, no counterparty to an Assigned Contract is in breach or default, in any material respect, under such Assigned Contract and to Sellers’ Knowledge, no event has occurred or circumstance exists which, with notice, lapse of the date hereof and there exists no time or both would constitute such a material breach or violation default, and during the last twelve months, no Seller Party has received any written or, to Seller’s Knowledge, other notice of any alleged default. No Party to an Assigned Contract has terminated, materially modified, accelerated or material default under any of the cancelled such Assigned Contracts by Seller orContract nor, to the Knowledge of Sellerthe Sellers, does any counterparty to an Assigned Contract intend to do so. Buyer has been provided with a true, correct and complete copy of each Assigned Contract. Except for (i) each of the Contracts set forth on Schedule 2.7, (ii) any Contracts of insurance, (iii) intercompany arrangements in respect of or relating to the Purchased Assets, each of which will be terminated as of Closing with no further obligations or liabilities to any part thereto, and (iv) any Contract that will have no effect on Buyer, the Purchased Assets or Buyer’s ownership of the Purchased Assets from and after the Closing Date, none of the Purchased Assets is subject to, or the subject of, any Contract or agreement (whether written or oral), including any lease, other party to than the Assigned Contracts. As of the date hereof, or any event which, with or without notice or Sellers and their Affiliates have purchased Parts and Services (as defined in the lapse of time, or both, will create a material breach or violation thereof or material default thereunder by Seller or, GE MMP Contract) from GE pursuant to the Knowledge of SellerGE MMP Contract in an aggregate amount equal to at least $12,500,000, any other party to such Assigned Contracts. which amount is credited in full against the Minimum Spend Amount (b) Except as set forth in Schedule 5.6(b), there exists no actual or, to the Knowledge of Seller, any threatened, termination, cancellation or material amendment or modification to any Assigned Chain Contract. (c) Except as set forth in Schedule 5.6(c), since January 1, 2002, no other party to any of the Assigned Chain Contracts has terminated their contract, or reduced or, to the Knowledge of Seller, threatened to reduce the volume of transactions processed under any of the Assigned Chain Contracts. (d) Except as set forth in Schedule 5.6(d), neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements by Seller, nor the consummation of the transactions contemplated hereunder and thereunder by Seller (excluding, for the avoidance of doubt, the performance by Seller under the Transition Services Agreement), will result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation, or a loss of rights under, or result defined in the creation or imposition of any Encumbrance upon, any of the Assigned Contracts.GE MMP Contract). 57073941 ACTIVE/131483433.18 #205642 v2

Assigned Contracts. With respect to each Assigned Contract, (a) Schedule 5.6(asuch Assigned Contract constitutes a valid and binding obligation of Assignor and the other parties thereto, enforceable in each case in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles; (b) contains no event has occurred that (whether with or without notice, lapse of time or both) (i) would constitute a default under such Assigned Contract by Assignor or of any other party thereto, (ii) would entitle Assignor or any other party thereto to terminate such Assigned Contract; (c) Assignor has not received written notice of any alleged default under such Assigned Contract by Assignor; (d) Assignor has provided to Assignee a true and correct list copy of each such Assigned Contract, including all amendments, supplements and modifications; (e) neither Assignor nor any other party thereto has waived any of its rights under such Assigned Contract, either orally or in writing; (f) No Person has any right of first refusal, Liens or other interest in, to or under any Assigned Contract, nor does any Person (other than Assignor) have any claim of ownership or title of any nature in the Assigned Contracts. Except as set forth ; (g) The Assigned Contracts transferred by Assignor pursuant to this Agreement constitute all of the rights, title and interest that Assignor has in Schedule 5.6(a)connection (directly or indirectly) with the Project; and (h) without limiting the foregoing, Seller Assignor has made available trueall payments required to be made by it under such Assigned Contract, complete no payments that are due and correct copies (except as redacted as to pricing terms) of each of the written Assigned Contracts to Buyer and made available true, complete and correct (except as redacted as to pricing terms) summaries of the material terms of each of the oral Assigned Chain Contracts to Buyer. Each of the Assigned Contracts that Seller has directly entered into was entered into payable are being withheld by Seller in the ordinary course of business consistent with past practice for like customers. Each of the Assigned Contracts is in full force and effect as of the date hereof and there exists no material breach or violation of or material default under any of the Assigned Contracts by Seller or, to the Knowledge of Seller, any other party to the Assigned Contractsthereto, and no unresolved dispute or any event which, with or without notice or the lapse of time, or both, will create a material breach or violation thereof or material default thereunder by Seller or, to the Knowledge of Seller, claim is pending between Assignor and any other party thereto with respect to such Assigned Contracts. (b) Except as set forth in Schedule 5.6(b), there exists no actual or, to the Knowledge of Seller, any threatened, termination, cancellation or material amendment or modification to any Assigned Chain Contract. (c) Except as set forth in Schedule 5.6(c), since January 1, 2002, no other party to any of the Assigned Chain Contracts has terminated their contract, or reduced or, to the Knowledge of Seller, threatened to reduce the volume of transactions processed under any of the Assigned Chain Contracts. (d) Except as set forth in Schedule 5.6(d), neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements by Seller, nor the consummation of the transactions contemplated hereunder and thereunder by Seller (excluding, for the avoidance of doubt, the performance by Seller Assignor or any other party of its obligations under such Assigned Contract or the Transition Services Agreement), will result in a breach interpretation of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation, or a loss of rights under, or result in the creation or imposition of any Encumbrance upon, any of the such Assigned ContractsContract.

Assigned Contracts. (a) Schedule 5.6(a) contains a true No Seller Entity and correct list none of each of its respective Affiliates is in breach or default under the Assigned Contracts. Except as set forth in Schedule 5.6(a), Seller has made available true, complete and correct copies (except as redacted as to pricing terms) of each of the written Assigned Contracts to Buyer and made available true, complete and correct (except as redacted as to pricing terms) summaries of the material terms of each of the oral any Assigned Chain Contracts to Buyer. Each of the Assigned Contracts that Seller has directly entered into was entered into by Seller in the ordinary course of business consistent with past practice for like customers. Each of the Assigned Contracts is in full force and effect as of the date hereof Contract and there exists no material breach event, condition or violation of or material default under any of the Assigned Contracts by Seller or, to the Knowledge of Seller, any other party to the Assigned Contracts, or any event which, occurrence that (with or without due notice or the lapse of time, or both, will create ) would constitute such a material breach or violation thereof default, nor has such Seller Entity received any notice of any breach or material default thereunder by Seller or, to the Knowledge of Seller, any other party to such Assigned Contracts. (b) Except as set forth in Schedule 5.6(b), there exists no actual or, to the Knowledge of Seller, any threatened, termination, cancellation or material amendment alleged breach or modification to default under any Assigned Chain Contract. (c) Except as set forth in Schedule 5.6(c), since January 1, 2002. To the knowledge of the Seller Entities, no other party to any of Assigned Contract is in breach or default under the Assigned Chain Contracts has terminated their contractterms thereof, or reduced orand, to the Knowledge knowledge of SellerSeller Entities, there exists no event, condition or occurrence that (with or without due notice or lapse of time, or both) would constitute such a breach or default by any such party, nor has any Seller Entity received any notice of any breach or default by any such party. (b) The Assigned Contracts are in full force and effect and are valid and binding obligations of each Seller Entity or an Affiliate thereof and, to the knowledge of the Seller Entities, the other parties thereto. No Seller Entity has received any notice from any other party to an Assigned Contract of the termination or threatened to reduce termination thereof, or of any claim, dispute or controversy with respect thereto, nor is there any basis therefor. (c) No consent of, or notice to, any third party is required under any Assigned Contract as a result of or in connection with, and neither the volume of transactions processed under enforceability nor any of the terms or provisions of any Assigned Chain ContractsContract will be affected in any manner by, the execution, delivery and performance of this Agreement or any Related Agreement, or the transactions contemplated hereby or thereby. (d) Except as set forth in Schedule 5.6(d), neither the execution The Assigned Contracts together with all Contracts and delivery of this Agreement or any assets of the Seller Ancillary Agreements by Seller, nor the consummation Merger Entities constitute all of the transactions contemplated hereunder Contracts and thereunder by Seller (excluding, assets necessary for the avoidance of doubt, the performance by Seller under the Transition Services Agreement), will result in a breach use of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation, or a loss of rights under, or result in the creation or imposition of any Encumbrance upon, any Acquired Assets and operation of the Assigned ContractsBusiness in substantially the same manner as conducted by the Seller Entities prior to the Closing.

Assigned Contracts. (a) Schedule 5.6(a) contains a true and correct list of Exhibit A identifies each of the Assigned ContractsContract. Except as set forth in Schedule 5.6(a), The Seller has made available truedelivered to the Purchaser accurate and complete copies of all Contracts identified in Exhibit A, complete and correct copies (except as redacted as to pricing terms) of each of the written Assigned Contracts to Buyer and made available true, complete and correct (except as redacted as to pricing terms) summaries of the material terms of each of the oral Assigned Chain Contracts to Buyerincluding all amendments thereto. Each of the Assigned Contracts that Seller has directly entered into was entered into by Seller in the ordinary course of business consistent with past practice for like customers. Each of the Assigned Contracts Contract is valid and in full force and effect as of the date hereof and there exists no material breach or violation of or material default under any of the Assigned Contracts by Seller or, to the Knowledge of Seller, any other party to the Assigned Contracts, or any event which, with or without notice or the lapse of time, or both, will create a material breach or violation thereof or material default thereunder by Seller or, to the Knowledge of Seller, any other party to such Assigned Contractseffect. (b) Except as set forth in Schedule 5.6(b)3.13 of the Seller’s Disclosure Schedule: (i) no party has violated or breached, there exists no actual or, to the Knowledge of Selleror declared or committed any default under, any threatenedmaterial provision of an Assigned Contract; (ii) no event has occurred, terminationand no circumstance or condition exists, cancellation that might (with or without notice or lapse of time) (A) result in a violation or breach of any of the material provisions of any Assigned Contract, (B) give any party the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party the right to accelerate the maturity or performance of any Assigned Contract, or (D) give any party the right to cancel, terminate or modify any Assigned Contract; (iii) the Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or material amendment breach of, or modification to default under, any Assigned Chain Contract; and (iv) the Seller has not waived any material right under any Assigned Contract. (c) Except as set forth in Schedule 5.6(c)3.13 of the Seller’s Disclosure Schedule, since January 1the Seller has not guaranteed or otherwise agreed to cause, 2002insure or become liable for, no other party to and the Seller has never pledged any of its assets to secure, the Assigned Chain Contracts has terminated their contract, performance or reduced or, to the Knowledge payment of Seller, threatened to reduce the volume any obligation or other Liability of transactions processed under any of the Assigned Chain Contractsother party. (d) Except as set forth in Schedule 5.6(d)No party is renegotiating, neither or has the execution and delivery of this Agreement right to renegotiate, any amount paid or payable to the Seller under any Assigned Contract or any other material term or provision of any Assigned Contract. (e) The Seller has no knowledge of any basis upon which any party to any Assigned Contract may object to (i) the Seller Ancillary Agreements by Sellerassignment to the Purchaser of any right under such Assigned Contract, nor or (ii) the consummation of the transactions contemplated hereunder and thereunder by Seller (excluding, for the avoidance of doubt, the delegation to or performance by Seller under the Transition Services Agreement), will result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation, or a loss of rights under, or result in the creation or imposition Purchaser of any Encumbrance upon, any of the obligation under such Assigned ContractsContract.

Assigned Contracts. (a) Schedule 5.6(a) contains a true 4.16.1 Exhibit B identifies and correct list provides an accurate and complete description of each Assigned Contract. The Seller has delivered to the Buyer accurate and complete copies of the Assigned Contractsall Contracts identified in Exhibit B, including all amendments thereto. Each Contract is valid and in full force and effect. 4.16.2 Except as set forth in Schedule 5.6(a), Seller has made available true, complete and correct copies (except as redacted as to pricing terms) of each Section 4.16 of the written Assigned Contracts to Buyer and made available trueSeller’s Disclosure Schedule: (i) no party has violated or breached, complete and correct (except as redacted as to pricing terms) summaries of the material terms of each of the oral Assigned Chain Contracts to Buyer. Each of the Assigned Contracts that Seller has directly entered into was entered into by Seller in the ordinary course of business consistent with past practice for like customers. Each of the Assigned Contracts is in full force and effect as of the date hereof and there exists no material breach or violation of declared or material committed any default under any of the Assigned Contracts by Seller or, to the Knowledge of Sellerunder, any other party to the Assigned ContractsContract; (ii) no event has occurred, and no circumstance or any event whichcondition exists, that might (with or without notice or the lapse of time) (A) result in a violation or breach of any of the provisions of any Assigned Contract, (B) give any party the right to declare a default or exercise any remedy under any Assigned Contract, (C) give any party the right to accelerate the maturity or performance of any Assigned Contract, or both(D) give any party the right to cancel, will create a material terminate or modify any Assigned Contract; (iii) the Seller has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or violation thereof or material default thereunder by Seller or, to the Knowledge of Sellerunder, any other party to such Assigned ContractsBusiness Contract; and (iv) the Seller has not waived any right under any Business Contract. (b) 4.16.3 Except as set forth in Schedule 5.6(b)Section 4.16 of the Seller’s Disclosure Schedule, there exists no actual orthe Seller has never guaranteed or otherwise agreed to cause, insure or become liable for, and the Seller has never pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other party. 4.16.4 No party is renegotiating any amount paid or payable to the Knowledge Seller under any Assigned Contract or any other term or provision of Sellerany Assigned Contract; provided, however, Buyer understands the rights of the parties under Assigned Contracts are subject to the provisions of such contracts. 4.16.5 The Seller has no knowledge of any threatened, termination, cancellation or material amendment or modification basis upon which any party to any Assigned Chain Contract may object to (i) the assignment to the Buyer of any right under such Assigned Contract. (c) Except as set forth in Schedule 5.6(c), since January 1, 2002, no other party to any of the Assigned Chain Contracts has terminated their contract, or reduced or, (ii) the delegation to the Knowledge of Seller, threatened to reduce the volume of transactions processed under any of the Assigned Chain Contracts. (d) Except as set forth in Schedule 5.6(d), neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements by Seller, nor the consummation of the transactions contemplated hereunder and thereunder by Seller (excluding, for the avoidance of doubt, the performance by Seller under the Transition Services Agreement), will result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation, or a loss of rights under, or result in the creation or imposition Buyer of any Encumbrance uponobligation under such Assigned Contract, except as specified with the terms of any of the Assigned Contractssuch contract.