Common use of Operations and Obligations Clause in Contracts

Operations and Obligations. (a) Except as set forth in Schedule 3.7, since December 31, 1997: (i) there has been no event or condition that has had or reasonably could be expected to have a Material Adverse Effect (other than as a result of business and economic conditions generally affecting the billing and customer care industry); and (ii) there has been no impairment, damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking which reasonably could be expected to have a Material Adverse Effect. (b) Except as set forth in Schedule 3.7, since December 31, 1997, the Company has conducted its business only in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, since December 31, 1997, except as set forth in such Schedule, the Company has not: (i) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver, or granted any option, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interest; (ii) other than in the ordinary course of business consistent with past practice, issued, delivered or agreed (conditionally or unconditionally) to issue or deliver any bonds, notes or other debt securities, or borrowed or agreed to borrow any funds, or entered into any lease the obligations of which, in accordance with generally accepted accounting principles, would be capitalized; (iii) paid any obligation or liability (absolute or contingent) other than current liabilities reflected on the Balance Sheet and current liabilities incurred since December 31, 1997 in the ordinary course of business consistent with past practice; (iv) declared or made, or agreed to declare or make, any payment of dividends or distributions to its stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (v) except in the ordinary course of business consistent with past practice, made or permitted any material amendment or termination of any agreement to which the Company is a party and is or should be set forth on Schedule 3.13; (vi) undertaken or committed to undertake capital expenditures exceeding $25,000 for any single project or related series of projects; (vii) sold, leased (as lessor), transferred or otherwise disposed of, mortgaged or pledged, or imposed or suffered to be imposed any Lien on, any of the material assets reflected on the Balance Sheet or any material assets acquired by the Company after December 31, 1997, except for inventory and personal property sold or otherwise disposed of for fair value in the ordinary course of its business consistent with past practice and except for Permitted Liens; (viii) canceled any debts owed to or claims held by the Company (including the settlement of any claims or litigation) other than in the ordinary course of its business consistent with past practice; (ix) accelerated or delayed collection of accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected except in the ordinary course of its business consistent with past practice; (x) delayed or accelerated payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid except in the ordinary course of its business consistent with past practice; (xi) entered into or become committed to enter into any other material transaction except in the ordinary course of business; (xii) allowed the levels of supplies or other materials included in the inventory of the Company to vary materially from the levels customarily maintained in accordance with past practice; (xiii) except for increases in the ordinary course of business consistent with past practice, instituted any increase in any compensation payable to any employee of the Company, amended any Benefit Plan or modified any other benefits made available to any such employees; or (xiv) made any change in the accounting principles or made any material change in accounting practices used by the Company, in each case, from those applied in the preparation of the Financial Statements.

Operations and Obligations. (a) Except as set forth in Schedule 3.7reported on the Balance Sheet, since December August 31, 19972002: (i) there has been no event or condition that has had or reasonably could be expected to would have a Material Adverse Effect (other than as a result of business and economic conditions generally affecting the billing and customer care industry)Effect; and (ii) there has been no impairment, damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking which reasonably could be expected to would have a Material Adverse Effect. (b) Except as set forth for actions required to be taken hereunder or approved in Schedule 3.7advance thereof by Parent in writing, since December August 31, 19972002, the Company Acquired Corp has conducted its business only in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, since December August 31, 19972002, except as set forth otherwise disclosed to Parent in such Schedulewriting on SCHEDULE 2.7, the Company Acquired Corp has not: (i) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver, or granted any option, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interest; (ii) other than in the ordinary course of business consistent with past practice, issued, delivered or agreed (conditionally or unconditionally) to issue or deliver any bonds, notes or other debt securities, or borrowed or agreed to borrow any funds, funds (other than inter-company debt) in excess of $20,000 or entered into any lease the obligations of which, in accordance with generally accepted accounting principles, would be capitalized, which lease has a capitalized value in excess of $20,000; (iii) other than liabilities reflected or reserved against in the Balance Sheet and liabilities incurred since August 31, 2002, in the ordinary course of business consistent with past practice, paid any obligation or liability (absolute or contingent) other than current liabilities reflected on the Balance Sheet and current liabilities incurred since December 31, 1997 in the ordinary course excess of business consistent with past practice$20,000; (iv) declared or made, or agreed to declare or make, any payment of dividends or distributions to its stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (v) except in the ordinary course of business consistent with past practice, made or permitted any material amendment or termination of any agreement to which the Company Acquired Corp is a party and is or should be set forth on Schedule 3.13party; (vi) undertaken or committed to undertake capital expenditures exceeding $25,000 15,000 for any single project or related series of projects; (vii) sold, leased (as lessor), transferred or otherwise disposed of, mortgaged or pledged, or imposed or suffered to be imposed any Lien on, any of the material assets reflected on the Balance Sheet having an aggregate value of greater then $20,000 or any material assets acquired by the Company Acquired Corp after December August 31, 19972002, having an aggregate value of greater than $20,000, except for inventory and personal property sold or otherwise disposed of for fair value in the ordinary course of its business consistent with past practice and except for Permitted Liens;: (viii) canceled cancelled any debts owed to or claims held by the Company Acquired Corp in excess of $20,000 per obligation (including the settlement of any claims or litigation) other than in the ordinary course of its business consistent with past practice); (ix) accelerated or delayed collection of accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected except in the ordinary course of its business consistent with past practice; (x) delayed or accelerated payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid except in the ordinary course of its business consistent with past practice; (xi) entered into or become committed to enter into any other material transaction involving more than $15,000 except in the ordinary course of business; (xii) allowed the levels of supplies or other materials included in the inventory of the Company to vary materially from the levels customarily maintained in accordance with past practice; (xiiix) except for increases in the ordinary course of business consistent with past practice, instituted any increase in any compensation payable to any employee of the CompanyAcquired Corp, amended any Benefit Plan or modified any other benefits made available to any such employees; or; (xivxi) made any change in the accounting principles or made any material change in accounting practices used by the Company, in each case, Acquired Corp from those applied in the preparation of the Financial Statements; or (xii) taken any of the actions which, under Section 4.2, it is prohibited from taking between the date hereof and the Closing Date. (c) There are no accrued and unpaid dividends or distributions with respect to the any capital stock of Acquired Corp.

Operations and Obligations. (a) Except as set forth in Schedule 3.7reported on the Balance Sheet, since December 31, 19972002: (i) there has been no event or condition that has had or reasonably could be expected to would have a Material Adverse Effect (other than as a result of business and economic conditions generally affecting the billing and customer care industry)Effect; and (ii) there has been no impairment, damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking which reasonably could be expected to would have a Material Adverse Effect. (b) Except as set forth for actions required to be taken hereunder or approved in Schedule 3.7advance thereof by Parent in writing, since December 31, 19972002, the Company Acquired Corp has conducted its business only in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, since December 31, 19972002, except as set forth otherwise disclosed to Parent in such Schedulewriting, the Company Acquired Corp has not: (i) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver, or granted any option, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interest; (ii) other than in the ordinary course of business consistent with past practice, issued, delivered or agreed (conditionally or unconditionally) to issue or deliver any bonds, notes or other debt securities, or borrowed or agreed to borrow any funds, funds (other than inter-company debt) in excess of $20,000 or entered into any lease the obligations of which, in accordance with generally accepted accounting principles, would be capitalized, which lease has a capitalized value in excess of $20,000; (iii) other than liabilities reflected or reserved against in the Balance Sheet and liabilities incurred since December 31, 2002, in the ordinary course of business consistent with past practice, paid any obligation or liability (absolute or contingent) other than current liabilities reflected on the Balance Sheet and current liabilities incurred since December 31, 1997 in the ordinary course excess of business consistent with past practice$20,000; (iv) declared or made, or agreed to declare or make, any payment of dividends or distributions to its stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (v) except in the ordinary course of business consistent with past practice, made or permitted any material amendment or termination of any agreement to which the Company Acquired Corp is a party and is or should be set forth on Schedule 3.13party; (vi) undertaken or committed to undertake capital expenditures exceeding $25,000 15,000 for any single project or related series of projects; (vii) sold, leased (as lessor), transferred or otherwise disposed of, mortgaged or pledged, or imposed or suffered to be imposed any Lien on, any of the material assets reflected on the Balance Sheet having an aggregate value of greater then $20,000 or any material assets acquired by the Company Acquired Corp after December 31, 19972002, having an aggregate value of greater than $20,000, except for inventory and personal property sold or otherwise disposed of for fair value in the ordinary course of its business consistent with past practice and except for Permitted Liens;: (viii) canceled cancelled any debts owed to or claims held by the Company Acquired Corp in excess of $20,000 per obligation (including the settlement of any claims or litigation) other than in the ordinary course of its business consistent with past practice); (ix) accelerated or delayed collection of accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected except in the ordinary course of its business consistent with past practice; (x) delayed or accelerated payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid except in the ordinary course of its business consistent with past practice; (xi) entered into or become committed to enter into any other material transaction involving more than $15,000 except in the ordinary course of business; (xii) allowed the levels of supplies or other materials included in the inventory of the Company to vary materially from the levels customarily maintained in accordance with past practice; (xiiix) except for increases in the ordinary course of business consistent with past practice, instituted any increase in any compensation payable to any employee of the CompanyAcquired Corp, amended any Benefit Plan or modified any other benefits made available to any such employees; or; (xivxi) made any change in the accounting principles or made any material change in accounting practices used by the Company, in each case, Acquired Corp from those applied in the preparation of the Financial Statements; or (xii) taken any of the actions which, under Section 4.2, it is prohibited from taking between the date hereof and the Closing Date. (c) There are no accrued and unpaid dividends or distributions with respect to the any capital stock of Acquired Corp.

Operations and Obligations. (a) Except as set forth in Schedule 3.73.7(a) or reflected on the Unaudited Balance Sheet, since December 31, 1997:1998, (i) there has been no event or condition that has had or reasonably could be expected to have a Material Adverse Effect on the Company (other than as a result of (i) general economic conditions, (ii) business and economic conditions generally affecting the billing and customer care industry); andthe (ii) there has been no impairment, damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking which could reasonably could be expected to have a Material Adverse EffectEffect on the Company. (b) Except (i) as set forth in Schedule 3.73.7(b) and (ii) for actions required to be taken hereunder or approved in advance thereof by Lucent in writing, since December 31, 19971998, the Company has conducted its business only in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, since December 31, 19971998, except as set forth in such Schedule, the Company has not: (i) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver, or granted any option, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interest; (ii) other than in the ordinary course of business consistent with past practice, issued, delivered or agreed (conditionally or unconditionally) to issue or deliver any bonds, notes or other debt securities, or borrowed or agreed to borrow any funds, funds or entered into any lease the obligations of which, in accordance with generally accepted accounting principles, would be capitalized; (iii) paid any obligation or liability (absolute or contingent) other than current liabilities reflected on or reserved against in the Balance Sheet and current liabilities incurred since December 31, 1997 1998 in the ordinary course of business consistent with past practice; (iv) declared or made, or agreed to declare or make, any payment of dividends or distributions to its stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stockCompany Capital Stock; (v) except in the ordinary course of business consistent with past practice, made or permitted any material amendment or termination of any agreement to which the Company is a party and is or should be set forth on Schedule 3.133.10; (vi) undertaken or committed to undertake capital expenditures exceeding $25,000 100,000 for any single project or related series of projects; (vii) sold, leased (as lessor), transferred or otherwise disposed of, mortgaged or pledged, or imposed or suffered to be imposed any Lien on, any of the material assets reflected on the Balance Sheet or any material assets acquired by the Company after December 31, 19971998, except for inventory and personal property sold or otherwise disposed of for fair value in the ordinary course of its business consistent with past practice and except for Permitted Liens; (viii) canceled any debts owed to or claims held by the Company (including the settlement of any claims or litigation) other than in the ordinary course of its business consistent with past practice; (ix) accelerated or delayed collection of accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected except in the ordinary course of its business consistent with past practice; (x) delayed or accelerated payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid except in the ordinary course of its business consistent with past practice; (xi) entered into or become committed to enter into any other material transaction except in the ordinary course of business; (xii) allowed the levels of supplies or other materials included in the inventory of the Company to vary materially from the levels customarily maintained in accordance with past practice; (xiii) except for increases in the ordinary course of business consistent with past practice, instituted any increase in any compensation payable to any employee of the Company, amended any Benefit Plan or modified any other benefits made available to any such employees; or (xiv) made any change in the accounting principles or made any material change in accounting practices used by the Company, in each case, from those applied in the preparation of the Financial Statements.

Operations and Obligations. (a) Except as set forth in Schedule 3.7, since Since December 31, 1997:, (i) there has been no event or condition relating to the business, financial condition, operating results, earnings, customers, employee and sales representative relations, business prospects, business condition, financing arrangements or otherwise that has had or reasonably could be expected to have a Material Adverse Effect on SRP (other than as a result of business and economic conditions generally affecting the billing structural and customer care building mesh industry); and (ii) there has been no impairment, damage, destruction, loss or claim, or condemnation or other taking adversely affecting in any material respect any of SRP's assets, whether or not covered by insurance, or condemnation or other taking which reasonably could be expected to have a Material Adverse Effect. (b) Except as set forth in Schedule 3.7, since Since December 31, 1997, the Company SRP has conducted its business only in the ordinary course and consistent in conformity with past practice. Without limiting the generality of the foregoing, since December 31, 1997, except as set forth in such Schedule, the Company SRP has not: (i) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver, or granted any option, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interest; (ii) other than in the ordinary course of business consistent with past practice, issued, delivered or agreed (conditionally or unconditionally) to issue or deliver any bonds, notes or other debt securities, or borrowed or agreed to borrow any funds, other than in the ordinary course of business consistent with past practice or entered into any lease the obligations of which, in accordance with generally accepted accounting principles, would be capitalized; (iii) discharged or satisfied any Lien or paid any obligation or liability (absolute or contingent) other than current liabilities reflected on the 1997 Balance Sheet and current liabilities incurred since December 31, 1997 in the ordinary course of business consistent with past practice; (iv) declared or made, or agreed to declare or make, any payment of dividends or distributions to its stockholders stockholders, or purchased or redeemed, or agreed to purchase or redeem, any of its capital stockCommon Stock; (v) except in the ordinary course of business consistent with past practicepractice entered into any lease, contract, agreement or commitment or made or permitted any material amendment or termination of any lease, contract, agreement or commitment to which the Company SRP is a party and is or should be set forth on Schedule 3.13entered into any transaction with any employee, officer, or director of any of the Sellers; (vi) undertaken or committed to undertake capital expenditures exceeding $25,000 100,000 for any single project or related series of projects, except as disclosed in Schedule 6.7(b)(vi); (vii) sold, leased (as lessor), transferred or otherwise disposed ofor, mortgaged or pledged, pledged or imposed or suffered to be imposed any Lien on, any of the material assets reflected on the December 31, 1997 Balance Sheet or any material assets acquired by the Company SRP after December 31, 1997, except for inventory and personal property sold or otherwise disposed of for fair value in the ordinary course of its business consistent with past practice and except for Permitted Lienspractice; (viii) canceled any debts owed to or claims held by the Company SRP (including the settlement of any claims or litigation) other than in the ordinary course of its business consistent with past practice); (ix) accelerated or delayed collection of accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected except in the ordinary course of its business consistent with past practice; (x) delayed or accelerated payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid except in the ordinary course of its business consistent with past practice; (xi) entered into or become committed to enter into any other material transaction except in the ordinary course of business; (xii) allowed maintained the levels of supplies or other materials included in the inventory of the Company to vary materially from the levels customarily maintained SRP in accordance with past practice; (xiii) except for increases in the ordinary course of business consistent with past practice, and as disclosed in Schedule 6.7(b)(xiii), instituted any increase in any compensation payable to any employee or sales representative or consultant of the CompanySRP or in any profit-sharing, amended any Benefit Plan or modified any other benefits made available to any such employees; or (xiv) made any change in the accounting principles or made any material change in accounting practices used by the Companybonus, in each caseincentive, from those applied in the preparation of the Financial Statements.deferred compensation,

Operations and Obligations. (a) Except as set forth in Schedule 3.73.7(a), since or reflected on the later of the Unaudited Balance Sheet or the December 31, 1997: 2009 Audited Balance Sheet (“Balance Sheet Date”), since such Balance Sheet Date: (i) there has been no event or condition that has had or reasonably could be expected to have a Material Adverse Effect on the Company (other than as a result of (i) general economic conditions, (ii) business and economic conditions generally affecting the billing and customer care data networking industry, (iii) liabilities incurred in connection with this Agreement or the transactions contemplated hereby (including litigation brought or threatened against the Company or any member of its Board of Directors in respect of this Agreement), or (iv) resulting from the announcement of the transactions contemplated hereby (including loss of personnel, distribution partners, customers or suppliers or the delay or cancellation of orders or products)); and and (ii) there has been no impairment, damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking which could reasonably could be expected to have a Material Adverse EffectEffect on the Company. (b) Except (i) as set forth in Schedule 3.73.7(b) and (ii) for actions required to be taken hereunder or approved in advance thereof by Pacific in writing, since December 31September 30, 19972009, the Company has and each of its Subsidiaries have conducted its their business only in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, since December 31September 30, 19972009, except as set forth in such Schedule, neither the Company has notnor any of its Subsidiaries has: (i) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver, or granted any option, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interest; (ii) other than in the ordinary course of business consistent with past practice, issued, delivered or agreed (conditionally or unconditionally) to issue or deliver any bonds, notes or other debt securities, or borrowed or agreed to borrow any funds, funds or entered into any lease the obligations of which, in accordance with generally accepted accounting principles, would be capitalized; (iii) paid any obligation or liability (absolute or contingent) other than current liabilities reflected on or reserved against in the Balance Sheet and current liabilities incurred since December 31September 30, 1997 2009, in the ordinary course of business consistent with past practice; (iv) declared or made, or agreed to declare or make, any payment of dividends or distributions to its stockholders or purchased or redeemed, or agreed to purchase or redeem, any Company Capital Stock or any equity interest in any of its capital stockSubsidiaries; (v) except in the ordinary course of business consistent with past practice, made or permitted any material amendment or termination of any agreement to which the Company or any of its Subsidiaries is a party and is or should be set forth on Schedule 3.133.10; (vi) undertaken or committed to undertake capital expenditures exceeding $25,000 200,000 for any single project or related series of projects; (vii) sold, leased (as lessor), transferred or otherwise disposed of, mortgaged or pledged, or imposed or suffered to be imposed any Lien on, any of the material assets reflected on the Balance Sheet or any material assets acquired by the Company after December 31September 30, 19972009, except for inventory and personal property sold or otherwise disposed of for fair value in the ordinary course of its business consistent with past practice and except for Permitted Liens; (viii) canceled any debts owed to or claims held by the Company (including the settlement of any claims or litigation) other than in the ordinary course of its business consistent with past practice; (ix) accelerated or delayed collection of accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected except in the ordinary course of its business consistent with past practice; (x) delayed or accelerated payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid except in the ordinary course of its business consistent with past practice; (xi) entered into or become committed to enter into any other material transaction except in the ordinary course of business; (xii) allowed the levels of supplies or other materials included in the inventory of the Company or any of its Subsidiaries to vary materially from the levels customarily maintained in accordance with past practice; (xiii) except for increases in the ordinary course of business consistent with past practice, instituted any increase in any compensation payable to any employee of the CompanyCompany or any of its Subsidiaries, amended any Benefit Plan or modified any other benefits made available to any such employees; or; (xiv) made any change in the accounting principles or made any material change in accounting practices used by the Company, in each case, Company from those applied in the preparation of the Financial Statements; or (xv) taken any of the actions which, under Section 5.2, they are prohibited from taking between the date hereof and the Closing Date. (c) There are no accrued and unpaid dividends or distributions with respect to the Company Capital Stock.

Operations and Obligations. (a) Except as set forth in Schedule 3.73.7(a) or reported on the Unaudited Balance Sheet, since December 31, 19971999, as to the Company or CN Ltd.: (i) there has been no event or condition that has had or reasonably could be expected to have a Material Adverse Effect (other than as a result of business and economic conditions generally affecting the billing and customer care optical networking industry); and (ii) there has been no impairment, damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking which could reasonably could be expected to have a Material Adverse Effect. (b) Except (i) as set forth in Schedule 3.73.7(b) and (ii) for actions required to be taken hereunder or approved in advance thereof by Lucent in writing, since December 31, 19971999, each of the Company and CN Ltd. has conducted its business only in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, since December 31, 19971999, except as set forth in such Schedule, neither the Company has notnor CN Ltd. has: (i) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver, or granted any option, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interest; (ii) other than in the ordinary course of business consistent with past practice, issued, delivered or agreed (conditionally or unconditionally) to issue or deliver any bonds, notes or other debt securities, or borrowed or agreed to borrow any funds, funds (other than intercompany debt) or entered into any lease the obligations of which, in accordance with generally accepted accounting principles, would be capitalized; (iii) paid any obligation or liability (absolute or contingent) other than current liabilities reflected on or reserved against in the Balance Sheet and current liabilities incurred since December 31, 1997 1999 in the ordinary course of business consistent with past practice; (iv) declared or made, or agreed to declare or make, any payment of dividends or distributions to its stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stockCompany Capital Stock; (v) except in the ordinary course of business consistent with past practice, made or permitted any material amendment or termination of any agreement to which the Company is a party and is or should be set forth on Schedule 3.13; (vi) undertaken or committed to undertake capital expenditures exceeding $25,000 for any single project or related series of projects; (vii) sold, leased (as lessor), transferred or otherwise disposed of, mortgaged or pledged, or imposed or suffered to be imposed any Lien on, any of the material assets reflected on the Balance Sheet or any material assets acquired by the Company after December 31, 1997, except for inventory and personal property sold or otherwise disposed of for fair value in the ordinary course of its business consistent with past practice and except for Permitted Liens; (viii) canceled any debts owed to or claims held by the Company (including the settlement of any claims or litigation) other than in the ordinary course of its business consistent with past practice; (ix) accelerated or delayed collection of accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected except in the ordinary course of its business consistent with past practice; (x) delayed or accelerated payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid except in the ordinary course of its business consistent with past practice; (xi) entered into or become committed to enter into any other material transaction except in the ordinary course of business; (xii) allowed the levels of supplies or other materials included in the inventory of the Company to vary materially from the levels customarily maintained in accordance with past practice; (xiii) except for increases in the ordinary course of business consistent with past practice, instituted any increase in any compensation payable to any employee of the Company, amended any Benefit Plan or modified any other benefits made available to any such employees; or (xiv) made any change in the accounting principles or made any material change in accounting practices used by the Company, in each case, from those applied in the preparation of the Financial Statements.

Operations and Obligations. (a) Except as set forth in Schedule 3.7SCHEDULE 3.7(a) or reported on the Parent Balance Sheet, since December 31, 19972000, as to Parent: (i) there has been no event or condition that has had or reasonably could be expected to would have a Material Adverse Effect (other than as a result of business and economic conditions generally affecting the billing and customer care industry)Effect; and (ii) there has been no impairment, damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking which could reasonably could be expected to have a Material Adverse Effect. (b) Except as set forth in Schedule 3.7SCHEDULE 3.7(b), since December 31, 19972000, the Company Parent has conducted its business only in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, since December 31, 19972000, except as set forth in such Scheduleschedule, the Company Parent has not: (i) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver, or granted any option, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interest; (ii) other than in the ordinary course of business consistent with past practiceexcept as set forth on SCHEDULE 3.6(b), issued, delivered or agreed (conditionally or unconditionally) to issue or deliver any bonds, notes or other debt securities, or borrowed or agreed to borrow any funds, funds (other than intercompany debt) or entered into any lease the obligations of which, in accordance with generally accepted accounting principles, would be capitalized; (iii) paid any obligation or liability (absolute or contingent) other than current liabilities reflected on or reserved against in the Parent Balance Sheet and current liabilities incurred since December 31, 1997 2000 in the ordinary course of business consistent with past practice; (iv) declared or made, or agreed to declare or make, any payment of dividends or distributions to its stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stockParent Capital Stock; (v) except in the ordinary course of business consistent with past practice, made or permitted any material amendment or termination of any agreement to which the Company Parent is a party and is or should be set forth on Schedule 3.13party; (vi) undertaken or committed to undertake capital expenditures exceeding $25,000 20,000 for any single project or related series of projects; (vii) sold, leased (as lessor), transferred or otherwise disposed of, mortgaged or pledged, or imposed or suffered to be imposed any Lien on, any of the material assets reflected on the Parent Balance Sheet or any material assets acquired by the Company Parent after December 31September 30, 19972000, except for inventory and personal property sold or otherwise disposed of for fair value in the ordinary course of its business consistent with past practice and except for Permitted Liens; (viii) canceled any debts owed to or claims held by the Company Parent (including the settlement of any claims or litigation) other than in the ordinary course of its business consistent with past practiceintercompany debt; (ix) accelerated or delayed collection of accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected except in the ordinary course of its business consistent with past practice; (x) delayed or accelerated payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid except in the ordinary course of its business consistent with past practice; (xi) entered into or become committed to enter into any other material transaction except in the ordinary course of business; (xii) allowed the levels of supplies or other materials included in the inventory of the Company Parent to vary materially from the levels customarily maintained in accordance with past practice; (xiii) except for increases in the ordinary course of business consistent with past practice, instituted any increase in any compensation payable to any employee of the CompanyParent, amended any Benefit Plan or modified any other benefits made available to any such employees; or; (xiv) made any change in the accounting principles or made any material change in accounting practices used by the CompanyParent, in each case, from those applied in the preparation of the Parent Financial Statements; or (xv) taken any of the actions which, under Section 5.2, it is prohibited from taking between the date hereof and the Closing Date. (c) Except as set forth in SCHEDULE 3.7(c), there are no accrued and unpaid dividends or distributions with respect to Parent Capital Stock.

Operations and Obligations. (a) Except as set forth in Schedule 3.7reported on the Parent Balance Sheet, since December 31, 19972001, as to Parent: (i) there has been no event or condition that has had or reasonably could be expected to would have a Material Adverse Effect (other than as a result of business and economic conditions generally affecting the billing and customer care industry)Effect; and (ii) there has been no impairment, damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking which could reasonably could be expected to have a Material Adverse Effect. (b) Except as set forth in Schedule 3.7Since September 30, since December 312002, 1997, the Company Parent has conducted its business only in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, since December 31September 30, 19972002, except as set forth in such Schedule, the Company Parent has not: (i) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver, or granted any option, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interest; (ii) other than in the ordinary course of business consistent with past practice, issued, delivered or agreed (conditionally or unconditionally) to issue or deliver any bonds, notes or other debt securities, or borrowed or agreed to borrow any funds, funds (other than intercompany debt) or entered into any lease the obligations of which, in accordance with generally accepted accounting principles, would be capitalized; (iii) paid any obligation or liability (absolute or contingent) other than current liabilities reflected on or reserved against in the Parent Balance Sheet and current liabilities incurred since December 31, 1997 2001, in the ordinary course of business consistent with past practice; (iv) declared or made, or agreed to declare or make, any payment of dividends or distributions to its stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stockParent Common Stock; (v) except in the ordinary course of business consistent with past practice, made or permitted any material amendment or termination of any agreement to which the Company Parent is a party and is or should be set forth on Schedule 3.13party; (vi) undertaken or committed to undertake capital expenditures exceeding $25,000 20,000 for any single project or related series of projects; (vii) sold, leased (as lessor), transferred or otherwise disposed of, mortgaged or pledged, or imposed or suffered to be imposed any Lien on, any of the material assets reflected on the Balance Sheet or any material assets acquired by the Company after December 31as of September 30, 19972002, except for inventory and personal property sold or otherwise disposed of for fair value in the ordinary course of its business consistent with past practice and except for Permitted Liens; (viii) canceled cancelled any debts owed to or claims held by the Company Parent (including the settlement of any claims or litigation) other than in the ordinary course of its business consistent with past practiceintercompany debt; (ix) accelerated or delayed collection of accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected except in the ordinary course of its business consistent with past practice; (x) delayed or accelerated payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid except in the ordinary course of its business consistent with past practice; (xi) entered into or become committed to enter into any other material transaction except in the ordinary course of business; (xii) allowed the levels of supplies or other materials included in the inventory of the Company to vary materially from the levels customarily maintained in accordance with past practice; (xiiix) except for increases in the ordinary course of business consistent with past practice, instituted any increase in any compensation payable to any employee of the CompanyParent, amended any Benefit Plan or modified any other benefits made available to any such employees; or; (xivxi) made any change in the accounting principles or made any material change in accounting practices used by the CompanyParent, in each case, from those applied in the preparation of the Parent Financial Statements; or (xii) taken any of the actions which, under Section 5.2, it is prohibited from taking between the date hereof and the Closing Date. (c) There are no accrued and unpaid dividends or distributions with respect to Parent Common Stock.

Operations and Obligations. (a) Except as set forth in Schedule 3.7, since Since December 31, 1997: (i) 1998, there has been no event or condition that has had or could reasonably could be expected to have a Material Adverse Effect on the Company (other than as a result of business and (i) general economic conditions generally affecting the billing and customer care industry); and conditions, or (ii) there has been no impairment, damage, destruction, loss or claim, whether or not covered by insurancethe announcement of, or condemnation or other taking which reasonably could be expected actions taken by the parties as required hereunder in order to have a Material Adverse Effectconsummate, the transactions contemplated hereunder). (b) Except (i) as set forth in Schedule 3.73.7(b) and (ii) for --------------- actions required to be taken hereunder or approved in advance thereof by Terayon in writing, since December 31, 19971998, the Company has conducted its business only in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing. (c) Except (i) as set forth in Schedule 3.7(b) and (ii) for --------------- actions required to be taken hereunder or approved in advance thereof by Terayon in writing, since December 31, 1997, except as set forth in such Schedule1998, the Company has notnot taken any of the following actions: (i) issued, delivered amended or agreed otherwise changed its charter documents; (conditionally ii) issued or unconditionally) to issue sold or deliverauthorized for issuance or sale, or granted any option, warrant options or made other right to purchaseagreements with respect to, any shares of its capital stock or any other equity interest or any security convertible into of its capital stock or other equity interest; (ii) other than in the ordinary course of business consistent with past practice, issued, delivered or agreed (conditionally or unconditionally) to issue or deliver any bonds, notes or other debt securities, or borrowed or agreed to borrow any funds, or entered into any lease except for those provisions of the obligations agreements which the Sellers' Representative and the Escrow Agent specifically contemplated herein which provisions are in furtherance of which, in accordance with generally accepted accounting principles, would be capitalizedthis Agreement; (iii) declared, set aside, made or paid any obligation dividend or liability (absolute other distribution, payable in cash, stock, property or contingent) other than current liabilities reflected on the Balance Sheet and current liabilities incurred since December 31, 1997 in the ordinary course of business consistent otherwise with past practice; (iv) declared or made, or agreed respect to declare or make, any payment of dividends or distributions to its stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iv) reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital Stock; (v) incurred any Indebtedness or issued any debt securities or assumed, guaranteed or endorsed, or otherwise became responsible for, the obligations of any Person, or made any loans or advances, except in the ordinary course of business and consistent with past practice, made or permitted any material amendment or termination of any agreement to which the Company is a party and is or should be set forth on Schedule 3.13; (vi) undertaken (A) acquired (including, without limitation, by merger, consolidation, or committed to undertake acquisition of stock or assets) any corporation, partnership, other business organization or any division thereof or any material amount of assets; (B) entered into any contract or agreement (or series of related contracts or agreements) resulting in obligations of the Company in excess of $100,000 other than in the ordinary course of business, consistent with past practice; (C) authorized any capital commitment which is in excess of $50,000 or capital expenditures exceeding which are, in the aggregate, in excess of $25,000 for 250,000; or (D) entered into or amended any single project contract, agreement, commitment or related series of projectsarrangement with respect to any matter set forth in Section 3.7(c)(v) or this Section 3.7(c)(vi); (vii) soldmortgaged, leased (as lessor), transferred pledged or otherwise disposed of, mortgaged or pledged, or imposed or suffered subject to be imposed any Lien onLien, any of the material its assets reflected on the Balance Sheet or any material assets acquired by the Company after December 31properties or agreed to do so, 1997, except for inventory and personal property sold or otherwise disposed of for fair value in the ordinary course of its business consistent with past practice and except for Permitted Liens; (viii) canceled any debts owed to assumed, guaranteed or claims held by otherwise became responsible for the Company (including the settlement obligations of any claims other Person or litigation) other than in the ordinary course of its business consistent with past practiceagree to so do; (ix) accelerated entered into, agreed to enter into or delayed collection of accounts receivable in advance of or beyond their regular due dates or terminate (prior to the dates when the same would have been collected except in the ordinary course of its business consistent with past practiceexpiration date thereof) any employment agreement; (xA) delayed increased the compensation or accelerated payment of any account benefits payable or other liability beyond to become payable to its officers or in advance of its due date or the date when such liability would have been paid except in the ordinary course of its business consistent with past practice; (xi) entered into or become committed to enter into any other material transaction except in the ordinary course of business; (xii) allowed the levels of supplies or other materials included in the inventory of the Company to vary materially from the levels customarily maintained in accordance with past practice; (xiii) employees, except for increases in the ordinary course of business and in accordance with past practices; (B) granted any severance or termination pay to, or enter into any severance agreement with any director, officer or other employee of the Company, or (C) established, adopted, entered into or amended any collective bargaining, bonus, profit sharing, thrift compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust fund, policy or arrangement for the benefit of any such director, officer or employee; (xi) taken any action, other than in the ordinary course of business and consistent with past practice, instituted with respect to accounting policies or procedures (including, without limitation, procedures with respect to the payment of accounts payable and collection of accounts receivables); (xii) made any increase in Tax election or settled or compromised any compensation payable material federal, state, local or foreign income Tax liability; (xiii) settled or compromised any pending or threatened suit, action or claim which is material or which relates to any employee of the transactions contemplated by this Agreement; (xiv) paid, discharged or satisfied any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business and consistent with past practice, of liabilities reflected or reserved against in the 1998 Balance Sheet or subsequently incurred in the ordinary course of business and consistent with past practice; (xv) except in connection with the sale of the Company's products in the ordinary course of business and consistent with past practice, amended sold, assigned, transferred, licensed, sublicensed, pledged or otherwise encumbered any Benefit Plan or modified any other benefits made available to any such employeesof the Intellectual Property; Rights; or (xivxvi) made announced an intention, committed or agreed to do any change in the accounting principles or made any material change in accounting practices used by the Company, in each case, from those applied in the preparation of the Financial Statementsforegoing.

Operations and Obligations. (a) Except as set forth in Schedule 3.7reported on the Parent Balance Sheet, since December 31, 19972002, as to Parent: (i) there has been no event or condition that has had or reasonably could be expected to would have a Material Adverse Effect (other than as a result of business and economic conditions generally affecting the billing and customer care industry)Effect; and (ii) there has been no impairment, damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking which could reasonably could be expected to have a Material Adverse Effect. (b) Except as set forth in Schedule 3.7, since Since December 31, 19972002, the Company Parent has conducted its business only in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, since December 31, 19972002, except as set forth in such Schedule, the Company Parent has not: (i) except as otherwise specified, issued, delivered or agreed (conditionally or unconditionally) to issue or deliver, or granted any option, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interest; (ii) other than in the ordinary course of business consistent with past practice, issued, delivered or agreed (conditionally or unconditionally) to issue or deliver any bonds, notes or other debt securities, or borrowed or agreed to borrow any funds, funds (other than intercompany debt) or entered into any lease the obligations of which, in accordance with generally accepted accounting principles, would be capitalized; (iii) paid any obligation or liability (absolute or contingent) other than current liabilities reflected on or reserved against in the Parent Balance Sheet and current liabilities incurred since December 31, 1997 2001, in the ordinary course of business consistent with past practice; (iv) declared or made, or agreed to declare or make, any payment of dividends or distributions to its stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stockParent Common Stock; (v) except in the ordinary course of business consistent with past practice, made or permitted any material amendment or termination of any agreement to which the Company Parent is a party and is or should be set forth on Schedule 3.13party; (vi) undertaken or committed to undertake capital expenditures exceeding $25,000 20,000 for any single project or related series of projects; (vii) sold, leased (as lessor), transferred or otherwise disposed of, mortgaged or pledged, or imposed or suffered to be imposed any Lien on, any of the material assets reflected on the Balance Sheet or any material assets acquired by the Company after as of December 31, 19972002, except for inventory and personal property sold or otherwise disposed of for fair value in the ordinary course of its business consistent with past practice and except for Permitted Liens; (viii) canceled cancelled any debts owed to or claims held by the Company Parent (including the settlement of any claims or litigation) other than in the ordinary course of its business consistent with past practiceintercompany debt; (ix) accelerated or delayed collection of accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected except in the ordinary course of its business consistent with past practice; (x) delayed or accelerated payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid except in the ordinary course of its business consistent with past practice; (xi) entered into or become committed to enter into any other material transaction except in the ordinary course of business; (xii) allowed the levels of supplies or other materials included in the inventory of the Company to vary materially from the levels customarily maintained in accordance with past practice; (xiiix) except for increases in the ordinary course of business consistent with past practice, instituted any increase in any compensation payable to any employee of the CompanyParent, amended any Benefit Plan or modified any other benefits made available to any such employees; or; (xivxi) made any change in the accounting principles or made any material change in accounting practices used by the CompanyParent, in each case, from those applied in the preparation of the Parent Financial Statements; or (xii) taken any of the actions which, under Section 5.2, it is prohibited from taking between the date hereof and the Closing Date. (c) There are no accrued and unpaid dividends or distributions with respect to Parent Common Stock.

Operations and Obligations. (a) Except as set forth in Schedule 3.7reported on the Parent Balance Sheet, since December 31, 19972001, as to Parent: (i) there has been no event or condition that has had or reasonably could be expected to would have a Material Adverse Effect (other than as a result of business and economic conditions generally affecting the billing and customer care industry)Effect; and (ii) there has been no impairment, damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking which could reasonably could be expected to have a Material Adverse Effect. (b) Except as set forth in Schedule 3.7, since Since December 31, 19972001, the Company Parent has conducted its business only in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, since December 31, 19972001, except as set forth in such Schedule, the Company Parent has not: (i) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver, or granted any option, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interest; (ii) other than in the ordinary course of business consistent with past practice, issued, delivered or agreed (conditionally or unconditionally) to issue or deliver any bonds, notes or other debt securities, or borrowed or agreed to borrow any funds, funds (other than intercompany debt) or entered into any lease the obligations of which, in accordance with generally accepted accounting principles, would be capitalized; (iii) paid any obligation or liability (absolute or contingent) other than current liabilities reflected on or reserved against in the Parent Balance Sheet and current liabilities incurred since December 31, 1997 2000 in the ordinary course of business consistent with past practice; (iv) declared or made, or agreed to declare or make, any payment of dividends or distributions to its stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stockParent Common Stock; (v) except in the ordinary course of business consistent with past practice, made or permitted any material amendment or termination of any agreement to which the Company Parent is a party and is or should be set forth on Schedule 3.13party; (vi) undertaken or committed to undertake capital expenditures exceeding $25,000 20,000 for any single project or related series of projects; (vii) sold, leased (as lessor), transferred or otherwise disposed of, mortgaged or pledged, or imposed or suffered to be imposed any Lien on, any of the material assets reflected on the Balance Sheet or any material assets acquired by the Company after December March 31, 19972001, except for inventory and personal property sold or otherwise disposed of for fair value in the ordinary course of its business consistent with past practice and except for Permitted Liens; (viii) canceled any debts owed to or claims held by the Company Parent (including the settlement of any claims or litigation) other than in the ordinary course of its business consistent with past practiceintercompany debt; (ix) accelerated or delayed collection of accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected except in the ordinary course of its business consistent with past practice; (x) delayed or accelerated payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid except in the ordinary course of its business consistent with past practice; (xi) entered into or become committed to enter into any other material transaction except in the ordinary course of business; (xii) allowed the levels of supplies or other materials included in the inventory of the Company to vary materially from the levels customarily maintained in accordance with past practice; (xiiix) except for increases in the ordinary course of business consistent with past practice, instituted any increase in any compensation payable to any employee of the CompanyParent, amended any Benefit Plan or modified any other benefits made available to any such employees; or; (xivxi) made any change in the accounting principles or made any material change in accounting practices used by the CompanyParent, in each case, from those applied in the preparation of the Parent Financial Statements; or (xii) taken any of the actions which, under Section 5.2, it is prohibited from taking between the date hereof and the Closing Date. (c) There are no accrued and unpaid dividends or distributions with respect to Parent Common Stock.

Operations and Obligations. (a) Except as set forth in Schedule 3.7reported on the Balance Sheet, since December 31, 19972001: (i) there has been no event or condition that has had or reasonably could be expected to would have a Material Adverse Effect (other than as a result of business and economic conditions generally affecting the billing and customer care industry)Effect; and (ii) there has been no impairment, damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking which reasonably could be expected to would have a Material Adverse Effect. (b) Except as set forth for actions required to be taken hereunder or approved in Schedule 3.7advance thereof by Parent in writing, since December 31, 19972001, the Company has Acquired Entities and Acquired Corp have conducted its business their businesses only in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, since December 31, 19972001, except as set forth otherwise disclosed to Parent in such Schedulewriting, none of the Company has notAcquired Entities nor Acquired Corp has: (i) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver, or granted any option, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interest; (ii) other than in the ordinary course of business consistent with past practice, issued, delivered or agreed (conditionally or unconditionally) to issue or deliver any bonds, notes or other debt securities, or borrowed or agreed to borrow any funds, funds (other than inter-company debt) in excess of $20,000 or entered into any lease the obligations of which, in accordance with generally accepted accounting principles, would be capitalized, which lease has a capitalized value in excess of $20,000; (iii) other than liabilities reflected or reserved against in the Balance Sheet and liabilities incurred since December 31, 2001 in the ordinary course of business consistent with past practice, paid any obligation or liability (absolute or contingent) other than current liabilities reflected on the Balance Sheet and current liabilities incurred since December 31, 1997 in the ordinary course excess of business consistent with past practice$20,000; (iv) declared or made, or agreed to declare or make, any payment of dividends or distributions to its stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (v) except in the ordinary course of business consistent with past practice, made or permitted any material amendment or termination of any agreement to which the Company any Acquired Entity or Acquired Corp is a party and is or should be set forth on Schedule 3.13party; (vi) undertaken or committed to undertake capital expenditures exceeding $25,000 15,000 for any single project or related series of projects; (vii) sold, leased (as lessor), transferred or otherwise disposed of, mortgaged or pledged, or imposed or suffered to be imposed any Lien on, any of the material assets reflected on the Balance Sheet having an aggregate value of greater then $20,000 or any material assets acquired by the Company any Acquired Entity or Acquired Corp after December 31, 19972001 having an aggregate value of greater than $20,000, except for inventory and personal property sold or otherwise disposed of for fair value in the ordinary course of its business consistent with past practice and except for Permitted Liens;: (viii) canceled any debts owed to or claims held by the Company any Acquired Entity or Acquired Corp in excess of $20,000 per obligation (including the settlement of any claims or litigation) other than in the ordinary course of its business consistent with past practice); (ix) accelerated or delayed collection of accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected except in the ordinary course of its business consistent with past practice; (x) delayed or accelerated payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid except in the ordinary course of its business consistent with past practice; (xi) entered into or become committed to enter into any other material transaction involving more than $15,000 except in the ordinary course of business; (xii) allowed the levels of supplies or other materials included in the inventory of the Company to vary materially from the levels customarily maintained in accordance with past practice; (xiiix) except for increases in the ordinary course of business consistent with past practice, instituted any increase in any compensation payable to any employee of the Companyany Acquired Entity or Acquired Corp, amended any Benefit Plan or modified any other benefits made available to any such employees; or; (xivxi) made any change in the accounting principles or made any material change in accounting practices used by the Companyany Acquired Entity or Acquired Corp, in each case, from those applied in the preparation of the Financial Statements; or (xii) taken any of the actions which, under Section 4.2, it is prohibited from taking between the date hereof and the Closing Date. (c) There are no accrued and unpaid dividends or distributions with respect to the any capital stock of any Acquired Entity or Acquired Corp.

Operations and Obligations. (a) Except as set forth in Schedule 3.73.7(a), since December 31November 30, 1997:2003, (i) there has been no event or condition that has had or reasonably could be expected to have a Material Adverse Effect (other than as a result of business and economic conditions generally affecting on the billing and customer care industry)Company; and (ii) there has been no impairment, damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking which reasonably could be expected to have a Material Adverse Effectadversely affecting in any respect any of the Company's material assets. (b) Except as set forth in Schedule 3.73.7(b), since December 31June 30, 19972003, the Company has conducted its business only in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, since December 31June 30, 19972003, except as set forth in such Schedule, the Company has not: (i) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver, or granted any option, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interest; (ii) other than in the ordinary course of business consistent with past practice, issued, delivered or agreed (conditionally or unconditionally) to issue or deliver any bonds, notes or other debt securities, or borrowed or agreed to borrow any funds, or entered into any lease the obligations of which, in accordance with generally accepted accounting principlesGAAP, would be capitalized; (iii) paid any obligation or liability (absolute or contingent) other than current liabilities reflected on the 2003 Balance Sheet and current liabilities incurred since December 31June 30, 1997 2003 in the ordinary course of business consistent with past practice; (iv) declared or made, or agreed to declare or make, any payment of dividends or distributions to its stockholders or purchased or redeemed, or agreed to purchase or redeem, any shares of its capital stockCompany Capital Stock; (v) except in the ordinary course of business consistent with past practice, made or permitted any material amendment or termination of any agreement to which the Company is a party and is or should be set forth on Schedule 3.133.9; (vi) undertaken or committed to undertake capital expenditures exceeding $25,000 for any single project or related series of projects; (vii) sold, leased (as lessor), transferred or otherwise disposed of, mortgaged or pledged, or imposed or suffered to be imposed any Lien on, any of the material assets reflected on the 2003 Balance Sheet or any material assets acquired by the Company after December 31June 30, 19972003, except for inventory and personal property sold or otherwise disposed of for fair value in the ordinary course of its business consistent with past practice and except for Permitted Liens; (viii) canceled any debts owed to or claims held by the Company (including the settlement of any claims or litigation) other than in the ordinary course of its business consistent with past practice; (ix) accelerated or delayed collection of accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected except in the ordinary course of its business consistent with past practice; (x) delayed or accelerated payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid except in the ordinary course of its business consistent with past practice; (xi) entered into or become committed to enter into any other material transaction except in the ordinary course of business; (xii) allowed the levels of supplies or other materials included in the inventory of the Company to vary materially from the levels customarily maintained in accordance with past practice; (xiii) except for increases in the ordinary course of business consistent with past practice, instituted any increase in any compensation payable to any employee of the Company, amended any Benefit Plan or modified any other benefits made available to any such employees; or; (xivxiii) made any change in the accounting principles or made any material change in accounting practices used by the Company, in each case, from those applied in the preparation of the Financial Statements; or (xiv) resolved or entered into any agreement or understanding to take any action set forth in the foregoing clauses (i)-(xiii). (c) Except as set forth in Schedule 3.7(c), there are no accrued and unpaid dividends or distributions with respect to the shares of Company Capital Stock.

Operations and Obligations. (a) Except as set forth in Schedule 3.7SCHEDULE 2.7(a) or reported on the Unaudited Balance Sheet, since December 31, 19972000: (i) there has been no event or condition that has had or reasonably could be expected to would have a Material Adverse Effect (other than as a result of business and economic conditions generally affecting the billing and customer care industry)Effect; and (ii) there has been no impairment, damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking which reasonably could be expected to would have a Material Adverse Effect. (b) Except (i) as set forth in Schedule 3.7SCHEDULE 2.7(b) and (ii) for actions required to be taken hereunder or approved in advance thereof by Parent in writing, since December 31, 19972000, the Company each Acquired Entity has conducted its business only in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, since December 31, 19972000, except as set forth in such Scheduleschedule, the Company has notno Acquired Entity has: (i) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver, or granted any option, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interestinterest other than as listed on SCHEDULE 2.2(b), 2.2(c) or 2.2(e); (ii) other than except as set forth in the ordinary course of business consistent with past practiceSCHEDULE 2.6(b), issued, delivered or agreed (conditionally or unconditionally) to issue or deliver any bonds, notes or other debt securities, or borrowed or agreed to borrow any funds, funds (other than intercompany debt) in excess of $50,000 or entered into any lease the obligations of which, in accordance with generally accepted accounting principles, would be capitalized, which lease has a capitalized value in excess of $50,000; (iii) other than liabilities reflected or reserved against in the Balance Sheet and liabilities incurred since December 31, 2000 in the ordinary course of business consistent with past practice, paid any obligation or liability (absolute or contingent) other than current liabilities reflected on the Balance Sheet and current liabilities incurred since December 31, 1997 in the ordinary course excess of business consistent with past practice$50,000; (iv) declared or made, or agreed to declare or make, any payment of dividends or distributions to its stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (v) except in the ordinary course of business consistent with past practicepractice or as set forth in SCHEDULE 2.9, made or permitted any material amendment or termination of any agreement to which the Company any Acquired Entity is a party and is or should be set forth on Schedule 3.13in SCHEDULE 2.9; (vi) undertaken or committed to undertake capital expenditures exceeding $25,000 100,000 for any single project or related series of projects; (vii) sold, leased (as lessor), transferred or otherwise disposed of, mortgaged or pledged, or imposed or suffered to be imposed any Lien on, any of the material assets reflected on the Balance Sheet having an aggregate value of greater then $50,000 or any material assets acquired by the Company any Acquired Entity after December 31, 19972000 having an aggregate value of greater than $50,000, except for inventory and personal property sold or otherwise disposed of for fair value in the ordinary course of its business consistent with past practice and except for Permitted Liens; (viii) canceled any debts owed to or claims held by the Company any Acquired Entity in excess of $50,000 per obligation (including the settlement of any claims or litigation) other than in the ordinary course of its business consistent with past practice); (ix) accelerated or delayed collection of accounts receivable in excess of $50,000 per account in advance of or beyond their regular due dates or the dates when the same would have been collected except in the ordinary course of its business consistent with past practice; (x) delayed or accelerated payment of any account payable or other liability in excess of $50,000 per item beyond or in advance of its due date or the date when such liability would have been paid except in the ordinary course of its business consistent with past practice; (xi) entered into or become committed to enter into any other material transaction involving more than $100,000 except in the ordinary course of business; (xii) allowed the levels of supplies or other materials included in the inventory of the Company any Acquired Entity to vary materially by more than $100,000 from the levels customarily maintained in accordance with past practice; (xiii) except for increases in the ordinary course of business consistent with past practice, instituted any increase in any compensation payable to any employee of the Companyany Acquired Entity, amended any Benefit Plan or modified any other benefits made available to any such employees; or; (xiv) made any change in the accounting principles or made any material change in accounting practices used by the Companyany Acquired Entity, in each case, from those applied in the preparation of the Financial Statements; or (xv) taken any of the actions which, under Section 4.2, it is prohibited from taking between the date hereof and the Closing Date. (c) Except as set forth in SCHEDULE 2.7(c), there are no accrued and unpaid dividends or distributions with respect to the any capital stock of any Acquired Entity.