Each Material POM Contract is a valid and binding agreement of POM and is in full force and effect. Except as would not have a Material Adverse Effect, POM is not in material breach or default of any Material POM Contract to which it is a party and, to the knowledge of POM, no other party to any Material POM Contract are in breach or default thereof. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that (with or without notice or lapse of time) would (a) contravene, conflict with or result in a violation or breach of, or become a default or event of default under, any provision of any Material POM Contract or (b) permit POM or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any Material POM Contract. POM has not received notice of the pending or threatened cancellation, revocation or termination of any Material POM Contract to which it is a party. There are no renegotiations of, or attempts to renegotiate, or outstanding rights to renegotiate any material terms of any Material POM Contract.