**TABLE OF CONTENTS**       PageARTICLE I DEFINITIONS ii SECTION 1.1. Definitions ii SECTION 1.2. Interpretation vii ARTICLE II THE ASSET CONTRIBUTION, THE DISTRIBUTION AND THE DEBT EXCHANGE viii SECTION 2.1. Asset Contribution, Assumption of Liabilities and Delivery of Shares and Notes viii SECTION 2.2. Asset Contribution Deliverables; Distribution Date Deliverables viii SECTION 2.3. Spin-off  x SECTION 2.4. Debt Exchange  x ARTICLE III NO REPRESENTATIONS AND WARRANTIES xi SECTION 3.1. No Representations and Warranties xi SECTION 3.2. No Warranty Regarding Transition License xi ARTICLE IV ACCESS TO INFORMATION AND RECORDS xii SECTION 4.1. Access to Information xii SECTION 4.2. Restrictions on Disclosure of Information xiv SECTION 4.3. Record Retention xv SECTION 4.4. Production of Witnesses xvi SECTION 4.5. Other Agreements Regarding Access to Information xvi ARTICLE V ADDITIONAL AGREEMENTS xvi SECTION 5.1. Performance xvi
 

 
       PageSECTION 5.2. Insurance Matters xvi SECTION 5.3. Reasonable Best Efforts xviii SECTION 5.4. Public Announcements xviii SECTION 5.5. Related Party Agreements xix SECTION 5.6. Intercompany Obligations xix SECTION 5.7. Tax Matters xix ARTICLE VI TRANSITION LICENSE OF CERTAIN INTELLECTUAL PROPERTY xix SECTION 6.1. Grant of Transition License for Use of Certain FIS Marks xix (a) Grant of License xix(b) License Restrictions and Limitations xix(c) Quality Control xx(d) Sublicense Limitations xx(e) Inconsistency with Related Party Agreements xxi SECTION 6.2. Alterations and Variations xxi SECTION 6.3. Ownership xxi SECTION 6.4. Enforcement; Infringement xxi SECTION 6.5. Termination Prior to the Transition License Expiration Date xxi (a) Termination as a result of Disaffiliation xxi(b) Termination for Insolvency xxii(c) Transition Upon Termination xxii(d) Abandonment xxiii(e) Transition License Survival xxiii SECTION 6.6. Unauthorized Use xxiii ARTICLE VII INDEMNIFICATION xxiii SECTION 7.1. Indemnification by LPS xxiii SECTION 7.2. Indemnification by FIS xxiv SECTION 7.3. Claim Procedure xxv (a) Claim Notice xxv(b) Response to Notice of Claim xxv
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       Page(c) Contested Claims xxv(d) Third Party Claims xxv SECTION 7.4. Contribution xxvi SECTION 7.5. Limitations xxvii (a) Insurance Proceeds; Third Party Coverage xxvii(b) Other Agreements xxvii(c) Certain Damages Not Indemnified xxviii(d) Successors and Assigns xxviii(e) Payments Made on After-Tax Basis xxviii ARTICLE VIII GENERAL PROVISIONS xxviii SECTION 8.1. Governing Law xxviii SECTION 8.2. Jurisdiction and Venue; Waiver of Jury Trial xxix SECTION 8.3. Dispute Resolution xxix (a) Amicable Resolution xxix(b) Mediation xxix(c) Arbitration xxx(d) Non-Exclusive Remedy xxx(e) Commencement of Dispute Resolution Procedure xxxi SECTION 8.4. Notices xxxi SECTION 8.5. Binding Effect and Assignment xxxii SECTION 8.6. Severability xxxii SECTION 8.7. Entire Agreement xxxii SECTION 8.8. Counterparts xxxiii SECTION 8.9. Expenses xxxiii SECTION 8.10. Amendment xxxiii SECTION 8.11. Waiver xxxiii SECTION 8.12. Construction of Agreement xxxiii SECTION 8.13. Transition License General Terms xxxiv (a) Relationship of the Parties xxxiv(b) Title 11 xxxiv(c) UN Convention Disclaimed xxxiv(d) Effectiveness xxxiv SECTION 8.14. Termination xxxiv
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**EXHIBITS AND SCHEDULES**   Exhibit A Form of LPS Term A NotesExhibit B Form of LPS Term B NotesExhibit C Form of LPS Bond IndebtednessExhibit D Form of Assignment and Bill of SaleExhibit E Form of Assumption Agreement Schedule I List of Subject Companies Schedule 2.2(a) Transferred Employee Employment AgreementsSchedule 5.5 Related Party AgreementsSchedule 5.6 Repayment of Intercompany ObligationsSchedule 7.1(a) Liabilities Requiring Indemnification
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**CONTRIBUTION AND DISTRIBUTION AGREEMENT**          **CONTRIBUTION AND DISTRIBUTION AGREEMENT**, dated as of June 13, 2008 (this “Agreement”),between **Fidelity National Information Services, Inc.**, a Georgia corporation (“FIS”), and**Lender Processing Services, Inc.**, a Delaware corporation (“LPS”).          WHEREAS, the Board of Directors of FIS has determined that it is in the best interests of FISand its stockholders to separate its lender processing services business and to distributeownership of the lender processing services business to the stockholders of FIS as a dividend; and          WHEREAS, FIS owns, directly or indirectly, (i) that percentage of the issued and outstandingshares of capital stock or other equity securities or ownership interests set forth on ScheduleI (the “Subject Securities”) of the entities listed on Schedule I (the“Subject Companies”) and (ii) the Other Assets (as hereinafter defined), which SubjectSecurities and Other Assets constitute all of the material properties, assets and rights thatprimarily relate to, arise out of or are held in connection with the lender processing servicesbusiness currently conducted by FIS and its Subsidiaries; and          WHEREAS, FIS desires to contribute to LPS all of the Subject Securities and all of the OtherAssets (collectively, the “Asset Contribution”) in exchange for (i) the issuance by LPS toFIS of the LPS Shares (as hereinafter defined) and the LPS Notes (as hereinafter defined) and (ii)the assumption by LPS of the Assumed Liabilities (as hereinafter defined); and          WHEREAS, the board of directors of FIS has approved (i) the Asset Contribution in exchange forthe LPS Shares and the LPS Notes, (ii) the distribution, following the Asset Contribution, of allof the shares of LPS Common Stock held by FIS to the holders of the outstanding shares of capitalstock of FIS as of the Record Date (as defined herein) for such distribution (the“Spin-off”), and (iii) in connection with the Spin-off, the exchange by FIS of the LPSNotes for a like amount of FIS’s existing indebtedness consisting of the Tranche B Term Loansissued under the FIS 2007 Credit Agreement (as defined herein) (the “Debt Exchange”); and          WHEREAS, the board of directors of LPS has approved the issuance of the LPS Shares and the LPSNotes, as well as assumption by LPS of the Assumed Liabilities (as hereinafter defined) and theacceptance of the Asset Contribution;          NOW, THEREFORE, in consideration of the premises, covenants and agreements contained in thisAgreement, and for other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, FIS and LPS agree as follows: i
 

 
ARTICLE IDEFINITIONS          SECTION 1.1. Definitions. For purposes of this Agreement, the following terms shallhave the respective meanings set forth below:          “Action or Proceeding” means any charge, complaint, grievance, action, suit,litigation, proceeding or arbitration, whether civil, criminal, administrative or investigative, byany Person, or any investigation by or before any Governmental Entity.          “Adverse Consequences” means damages, penalties, fines, costs, expenses (includingprofessional fees and expenses), amounts paid in settlement, liabilities, obligations, liens, andlosses, including any such amounts arising out of or related to claims asserted against LPS or FISby any shareholder participating in the Spin-off; provided that Adverse Consequences shallnot include any indirect, special, consequential, or punitive damages.          “Affiliate” means, with respect to any specified Person, a Person that directly, orindirectly through one or more intermediaries, controls, is controlled by, or is under commoncontrol with, such specified Person; provided, however, that, for purposes of thisAgreement, no member of either Group shall be deemed to be an Affiliate of any member of the otherGroup. As used herein, “control” means the possession, directly or indirectly, of the power todirect or cause the direction of the management and policies of such entity, whether throughownership of voting securities or other interests, by contract or otherwise.          “Agreement” has the meaning set forth in the Preamble.          “Ancillary Agreement” or “Ancillary Agreements”, as the context may require,means each of the LPS Notes, the Employee Matters Agreement, the Tax Disaffiliation Agreement, eachof the other Related Party Agreements, and each other agreement or instrument to be entered into inconnection with the Asset Contribution or the Spin-off, including any exhibits, schedules,attachments, tables or other appendices thereto, and each other agreement and other instrumentcontemplated herein or in any of the foregoing, all as may be amended from time to time.          “Arbitrator” has the meaning set forth in Section 8.3(c).          “Asset Contribution” has the meaning set forth in the Recitals.          “Asset Contribution Date” means the date on which the Asset Contribution is effective.          “Assignment and Bill of Sale” means that certain Assignment and Bill of Sale to beentered by FIS to and in favor of LPS in connection with the Asset Contribution, in the form ofExhibit D, as such may be amended from time to time.          “Assumed Liabilities” means all liabilities and obligations of any member of the FISGroup required to be paid or performed under any contract or other agreement included in ii
 

 
the Other Assets or otherwise arising in connection with any of the Other Assets, whetherrequired to be paid or performed before or after the Asset Contribution Date.          “Assumption Agreement” means that certain Assumption Agreement to be entered by LPS toand in favor of FIS in connection with the Asset Contribution, in the form of Exhibit E, assuch agreement may be amended from time to time.          “Business Day” means any day, other than a Saturday or Sunday, or a day on whichbanking institutions are authorized or required by law or regulation to close in Jacksonville,Florida or New York, New York.          “Change of Control” means, with respect to any Person, an acquisition by any person(within the meaning of Section 3(a)(9) of the Exchange Act) and used in Sections 13(d) and 14(d)thereof of Beneficial Ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 50% ormore of either the then outstanding shares of common stock or the combined voting power of the thenoutstanding voting securities entitled to vote generally in the election of directors;excluding, however, the following: (A) any acquisition directly from such Person,other than an acquisition by virtue of the exercise of a conversion privilege unless the securitybeing so converted was itself acquired directly from such Person or (B) any acquisition by anyemployee benefit plan (or related trust) sponsored or maintained by such Person or by one or moremembers of such Person’s group of affiliates entities.          “Claim Notice” has the meaning set forth in Section 7.3(a).          “Claimed Amount” has the meaning set forth in Section 7.3(a).          “Code” means the Internal Revenue Code of 1986, as amended.          “Controlling Party” has the meaning set forth in Section 7.3(d)(ii).          “D&O Tail Policy” has the meaning set forth in Section 5.2(b)(i).          “Damages” means all losses, claims, demands, damages, liabilities, judgments, dues,penalties, assessments, fines (civil, criminal or administrative), costs, obligations, liens,forfeitures, settlements, payments, costs, fees or expenses (including reasonable attorneys’ feesand expenses and any other expenses reasonably incurred in connection with investigating,prosecuting or defending a claim or Action or Proceeding), of any nature or kind, whether or notthe same would properly be reflected on a balance sheet.          “Debt Exchange” has the meaning set forth in the Recitals.          “Disclosing Party” has the meaning set forth in Section 4.2(c).          “Dispute” has the meaning set forth in Section 8.3(a).          “Distribution Date” means the date on which the Spin-off is effective. iii
 

 
          “Employee Matters Agreement” means the Employee Matters Agreement to be entered intoby and between FIS and LPS, as may be amended from time to time.          “Exchange Act” means the Securities Exchange Act of 1934, as amended, together withthe rules and regulations promulgated thereunder.          “Existing Insurance” has the meaning set forth in Section 5.2(b)(ii).          “Fiduciary and EP Tail Policy” has the meaning set forth in Section 5.2(b).          “FIS” means Fidelity National Information Services, Inc., a Georgia corporation.          “FIS 2007 Credit Agreement” means the Credit Agreement dated as of January 18, 2007,as amended, among FIS, as borrower, and JPMorgan Chase Bank, N.A., Bank of America, N.A., WachoviaBank, National Association, and certain other parties.          “FIS Group” means FIS, the Subsidiaries of FIS and each Person that is or becomes anAffiliate of FIS (other than LPS or any member of the LPS Group) from and after the AssetContribution.          “FIS Indemnified Parties” has the meaning set forth in Section 7.1.          “FIS Marks” has the meaning set forth in Section 6.1(a).          “FIS Policies” has the meaning set forth in Section 5.2(b)(ii).          “FIS Public Filings” has the meaning set forth in Section 4.1(b).          “FNF” means Fidelity National Financial, Inc., a Delaware corporation.          “FNF Policy” has the meaning set forth in Section 5.2(a).          “GAAP” means U.S. generally accepted accounting principles, consistently applied.          “Governmental Entity” means any federal, state, local, foreign or international court,government, department, commission, board, bureau or agency, or any other regulatory,administrative or governmental authority, including the NYSE.          “Group” means either the FIS Group or the LPS Group, as the context requires.          “Indemnifiable Losses” mean all Damages suffered by an Indemnitee, including anyreasonable out-of-pocket fees, costs or expenses of enforcing any indemnity hereunder;provided that “Indemnifiable Losses” shall not include any such Damages caused by,resulting from or arising out of the gross negligence, willful misconduct or fraud of suchIndemnitee.          “Indemnified Party” has the meaning set forth in Section 7.3(a).          “Indemnifying Party” has the meaning set forth in Section 7.3(a). iv
 

 
          “Indemnitee” means a Person who or which may seek indemnification under thisAgreement.          “Jacksonville Court” has the meaning set forth in Section 8.2.          “LPS” means Lender Processing Services, Inc., a Delaware corporation.          “LPS Common Stock” means LPS Common Stock, par value *$0.0001*per share.          “LPS Group” means LPS, the Subsidiaries of LPS, and each Person that LPS directly orindirectly controls (within the meaning of the Securities Act) immediately after the AssetContribution, and each other Person that becomes an Affiliate of LPS after the Spin-off.          “LPS Indemnified Parties” has the meaning set forth in Section 7.2.          “LPS Notes” has the meaning set forth in Section 2.1(a).          “LPS Public Filings” has the meaning set forth in Section 4.1(c).          “LPS Shares” has the meaning set forth in Section 2.1(a).          “Non-controlling Party” has the meaning set forth in Section 7.3(d)(ii).          “NYSE” means the New York Stock Exchange, Inc.          “Other Assets” means all other properties, assets and rights of any nature, kind anddescription, tangible and intangible (including goodwill), whether real, personal or mixed, held byFIS immediately prior to the Asset Contribution that primarily relate to, arise out of or are heldin connection with the Transferred Business.          “Owning Party” has the meaning set forth in Section 4.2(c).          “Party” or “Parties”, as the context may require, mean each or both of FIS andLPS.          “Person” means (i) for all Sections of this Agreement, except in the context of“Change of Control”, an individual, a partnership, a corporation, a limited liability company, anassociation, a joint stock company, a trust, a joint venture, an unincorporated organization or aGovernmental Entity, and (ii) for “Change of Control”, the meaning set forth in the definition for“Change of Control”.          “Providing Party” has the meaning set forth in Section 4.1(a).          “Record Date” means the close of business on the date to be determined by the FISboard of directors as the record date for determining the stockholders of FIS entitled to receiveshares of LPS Common Stock pursuant to a pro-rata distribution of shares of LPS Common Stock aspart of the Spin-off.          “Records” has the meaning set forth in Section 4.1(a). v
 

 
          “Related Party Agreements” has the meaning set forth in Section 5.5(a).          “Representative” means, with respect to any Person, any of such Person’s directors,officers, employees, agents, consultants, advisors, accountants or attorneys.          “Requesting Party” has the meaning set forth in Section 4.1(a).          “Retention Period” has the meaning set forth in Section 4.3.          “SEC” means the United States Securities and Exchange Commission, or any successoragency.          “Securities Act” means the Securities Act of 1933, as amended from time to time,together with the rules and regulations promulgated thereunder.          “Spin-off” has the meaning set forth in the Recitals.          “Spin-off Declaration” has the meaning set forth in Section 2.3(a).          “Split Dollar Plan” has the meaning set forth in Section 2.2(a)(vi).          “Steering Committee” has the meaning set forth in Section 8.3(a).          “Subject Companies” has the meaning set forth in the Recitals.          “Subject Company Subsidiary” means one or more Subsidiaries of a Subject Company.          “Subject Securities” has the meaning set forth in the Recitals.          “Subsidiary” means, with respect to any specified Person, any Person of which suchspecified Person controls or owns, directly or indirectly, more than fifty percent (50%) of thestock or other equity interest entitled to vote on the election of the members to the board ofdirectors or similar governing body; provided, however, that unless the contextotherwise requires, references to Subsidiaries of FIS will not include LPS or the Persons that willbe transferred to LPS or other members of the LPS Group pursuant to this Agreement, whether thetransfer of such Persons occurs prior to or after the Asset Contribution.          “Tax” and “Taxes” means any net income, gross income, gross receipts,alternative or add-on minimum, sales, use, ad valorem, franchise, profits, license, withholding,payroll, employment, excise, transfer, recording, severance, stamp, occupation, premium, property,environmental, estimated, custom duty, or other tax, governmental fee or other like assessment orcharge of any kind whatsoever, together with any interest and any penalty, addition to Tax, oradditional amount, imposed by any Governmental Entity or any subdivision, agency, commission orauthority thereof or any quasi-governmental or private body having jurisdiction over theassessment, determination, collection, or imposition of any Tax (including the United StatesInternal Revenue Service). vi
 

 
          “Tax Disaffiliation Agreement” means that certain Tax Disaffiliation Agreement to beentered by and between FIS and LPS, as may be amended from time to time.          “Third-Party Claim” has the meaning set forth in Section 7.3(d)(i).          “Title 11” has the meaning set forth in Section 8.13(b).          “Transfer Agent” means Computershare or such other Person who has been appointed asthe transfer agent for LPS Common Stock.          “Transferred Business” means the lender processing services operations of FIS asconducted on or prior to the Asset Contribution Date.          “Transferred Employee” has the meaning set forth in Section 2.2(a)(iv).          “Transactions” means the Asset Contribution, the Spin-off, the Debt Exchange, and the“preliminary transactions” as defined in the Tax Disaffiliation Agreement.          “Transition License Expiration Date” has the meaning set forth in Section 6.1(a).          “Unauthorized Access” has the meaning set forth in Section 6.6.          SECTION 1.2. Interpretation.     (a) For purposes of this Agreement (including all exhibits, schedules and amendments),unless the context otherwise requires, (i) all terms defined herein include the plural aswell as the singular, and the masculine, feminine or neuter gender shall be deemed toinclude the others whenever the context so requires, (ii) all accounting terms used but nototherwise defined herein shall have the meanings given to them under GAAP, and(iii) references to any Person include successors of such Person by consolidation and mergerand transferees of all or substantially all its assets (provided that such successorhas duly assumed in writing all such Person’s obligations, if any, hereunder).     (b) Words such as “herein,” “hereinafter,” “hereof,” “hereto,” “hereby” and“hereunder,” and words of like import refer to this Agreement, unless the context requiresotherwise.     (c) The words “including,” “includes,” or “include” are to be read as listingnon-exclusive examples of the matters referred to, whether or not words such as “withoutlimitation” or “but not limited to” are used in each instance.     (d) References herein to any agreement or other instrument shall, unless the contextotherwise requires (or the definition thereof otherwise specifies), be deemed references tothe same as it may from time to time be changed, amended or extended in accordance with itsterms. vii
 

 
     (e) Any reference in this Agreement to a “member” of a Group means the applicable Partyto this Agreement or another Person referred to in the definition of FIS Group or LPS Group,as applicable.     (f) All references in this Agreement to times of day shall be to the city ofJacksonville, Florida time.ARTICLE IITHE ASSET CONTRIBUTION, THE DISTRIBUTION AND THE DEBT EXCHANGE          SECTION 2.1. Asset Contribution, Assumption of Liabilities and Delivery of Shares andNotes. Upon the terms and subject to the conditions of this Agreement:     (a) On the Asset Contribution Date, FIS shall transfer, or cause to be transferred, toLPS all right, title and interest of FIS in and to all of the Subject Securities and allright, title and interest of FIS in and to the Other Assets, in exchange for (i) that numberof shares of LPS Common Stock (the “LPS Shares”) as shall be determined inaccordance with the formula set forth in the Spin-off Declaration, to be issued anddelivered to FIS on or prior to the Distribution Date, (ii) one or more senior notes,designated as Term A Notes and Term B Notes, together with certain other bond indebtedness(collectively, the “LPS Notes”), all issued by LPS to and in favor of FIS in theaggregate original principal amount of up to approximately $1.6 billion, in the form of andcontaining the terms set forth in **Exhibit A** (the form of the LPS Term A Notes),**Exhibit B** (the form of the LPS Term B Notes, and **Exhibit C** (the form of theLPS bond indebtedness), all to be delivered to FIS on or prior to the Distribution Date, and(iii) the assumption by LPS of the Assumed Liabilities, as evidenced by the AssumptionAgreement, to be effective on the Asset Contribution Date; and     (b) LPS shall (i) issue and deliver the LPS Shares and the LPS Notes to FIS on or priorto the Distribution Date, and (ii) assume and agree to pay, honor and discharge when due allof the Assumed Liabilities in accordance with their respective terms pursuant to theAssumption Agreement, effective on the Asset Contribution Date, all in exchange for theTransferred Business, including the Subject Securities and the Other Assets.          SECTION 2.2. Asset Contribution Deliverables; Distribution Date Deliverables.     (a) On the Asset Contribution Date at the time of the Asset Contribution:     (i) FIS shall deliver to LPS (x) certificates representing the respectiveSubject Securities, together with duly executed transfer forms including all suchdeeds, instruments, stock powers, transfer stamps or other documents as may benecessary to transfer full legal and beneficial ownership of such Subject Securitiesto LPS, and (y) all books and records of each of the Subject Companies, together
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with all material documents and materials relating solely to the SubjectCompanies, the Other Assets and the Transferred Business;     (ii) FIS shall execute and deliver to LPS a bill of sale and such other deeds,instruments or other documents (each in substance and form reasonably satisfactoryto LPS) as may be necessary to transfer full legal and beneficial title to the OtherAssets to LPS, and any cash that is a part of the Other Assets shall be paid by wiretransfer of immediately available funds to an account designated by LPS to FIS inwriting no later than two Business Days before the Asset Contribution Date;     (iii) LPS and FIS shall execute and deliver the Assumption Agreement and theEmployee Matters Agreement;     (iv) All FIS employees whose functions or responsibilities primarily relate tothe Transferred Business and who are not intended to be both employees of FIS (orany member of the FIS Group) and of LPS (or any member of the LPS Group) on the dayimmediately following the Asset Contribution Date (each such employee being a“Transferred Employee”) shall be transferred to LPS and thereafter, suchemployees shall be employees of LPS;     (v) FIS or the applicable member of the FIS Group shall assign to LPS (or theapplicable member of the LPS Group), and LPS or the applicable member of the LPSGroup shall assume from FIS (or the applicable member of the FIS Group), all ofFIS’s right, title, and interest in and to, and all obligations and liabilities ofFIS or any member of the FIS Group under, all individual employment, termination,retention, severance or other similar contracts or agreements with each TransferredEmployee and all of the rights, interests, responsibilities, obligations andliabilities as the employer under such contracts and agreements, including withoutlimitation those employment agreements listed on Schedule 2.2(a); and     (vi) FIS or the applicable member of the FIS Group shall assign to LPS (or theapplicable member of the LPS Group), and LPS or the applicable member of the LPSGroup shall assume from FIS (or the applicable member of the FIS Group), theobligations of FIS or any member of the FIS Group for each Transferred Employeeunder the Certegy Inc. Executive Life and Supplemental Retirement Benefit Plan (the“Split Dollar Plan”) and the life insurance policies issued thereunder andall of the obligations and benefits as the employer under the Split Dollar Plan andsuch life insurance policies.     (b) On or before the Distribution Date immediately prior to the Spin-off:     (i) LPS shall issue and deliver to FIS the LPS Shares;     (ii) LPS shall issue and deliver to FIS the LPS Notes; and ix
 

 
     (iii) LPS and FIS shall execute and deliver the Tax Disaffiliation Agreement,as well as all other Related Party Agreements or amendments thereto, to be effectiveas of the Distribution Date.          SECTION 2.3. Spin-off.     (a) Pursuant to the approval of the Spin-off by the board of directors of FIS and itsdeclaration of the Spin-off dividend (the “Spin-off Declaration”), following theAsset Contribution but before the Distribution Date, FIS shall deliver to the Transfer Agentcertificates representing the shares of LPS Common Stock to be delivered to the holders ofFIS common stock entitled thereto in connection with the Spin-off, and the Transfer Agentshall thereafter distribute on the Distribution Date to each holder (other than FIS or anyFIS Subsidiary) of record of common stock of FIS, as of the close of business on the RecordDate, such number of shares of LPS Common Stock as shall be determined in accordance withthe formula set forth in the Spin-off Declaration.     (b) LPS agrees to take any and all actions and enter into any and all agreements andarrangements reasonably requested by FIS to facilitate the Spin-off (no matter the form ofthe Spin-off), including with respect to the matters set forth in Article V of thisAgreement, and to cooperate with FIS in connection with the Spin-off. LPS shall use itsreasonable best efforts to cause its Representatives to cooperate with FIS in connectionwith the Spin-off, including making LPS executives available for any presentations, andcausing comfort letters and disclosure letters required by FIS to be provided in connectiontherewith and shall take all actions necessary or desirable to cause such documents to be incustomary form.     (c) No certificates representing fractional shares of LPS Common Stock will bedistributed in the Spin-off. As soon as practicable after the consummation of the Spin-off,LPS shall direct the Transfer Agent to determine the number of whole shares and fractional            shares of LPS Common Stock allocable to each holder of record or beneficial owner of FISCommon Stock otherwise entitled to fractional shares of LPS Common Stock, to aggregate allsuch fractional shares and sell the whole shares obtained thereby, in open markettransactions or otherwise, in each case at then prevailing trading prices, and to cause tobe distributed to each such holder or for the benefit of each such beneficial owner to whicha fractional share shall be allocable such holder or owner’s ratable share of the proceedsof such sale, after making appropriate deductions for any amount required to be withheld forUnited States federal income tax purposes and to repay expenses reasonably incurred by theTransfer Agent, including all brokerage charges, commissions and transfer taxes, inconnection with such sale. LPS and the Transfer Agent shall use their commerciallyreasonable efforts to aggregate the shares of LPS Common Stock that may be held by anybeneficial owner thereof through more than one account in determining the fractional shareallocable to such beneficial owner.          SECTION 2.4. Debt Exchange. Prior to the Spin-off, LPS shall issue to FIS the LPSNotes. The LPS Notes will be issued under appropriate agreements and instruments to which LPSshall become a party prior to its issuance of the LPS Notes. The Parties acknowledge and agreethat in connection with the Spin-off, FIS intends to exchange all of the LPS Notes for x
 

 
its existing Tranche B Term Loan indebtedness issued under the FIS 2007 Credit Agreement. Theholders of the Tranche B Term Loan indebtedness intend to syndicate or place the obligations of LPSunder the various credit facilities and with various groups of lenders and debtholders. LPSagrees, and agrees to cause the LPS Subsidiaries to, execute and deliver to FIS or any other personsuch further documents, agreements and instruments, and take such further action, as FIS may at anytime reasonably request in order to consummate and make effective, in the most expeditious mannerpracticable, the Debt Exchange and such subsequent syndication and placement, as contemplated bythis Section 2.4.ARTICLE IIINO REPRESENTATIONS AND WARRANTIES          SECTION 3.1. No Representations and Warranties. LPS (on behalf of itself and eachmember of the LPS Group) acknowledges and agrees that, except as expressly set forth in thisAgreement or any Ancillary Agreement, (a) neither FIS nor any member of the FIS Group is making anyrepresentations or warranties, express or implied, in this Agreement, any Ancillary Agreement orany other agreement contemplated hereby or thereby, as to the Transferred Business, includingwithout limitation as to the title to such entities’ shares or other ownership interests or as tothe assets, liabilities, business or financial condition of such entities (including the SubjectCompanies and the Other Assets), all such transfers being made on an “as-is, where-is” basis and(b) LPS and its Affiliates will bear the economic and legal risks that any conveyance will prove tobe sufficient to vest in them good and marketable title, free and clear of any security interest,pledge, lien, charge, claim or other encumbrance of any nature whatsoever and that any consents orapprovals, and that any requirements of laws or judgments, with respect to the transfer of theTransferred Business, have been received or met.          SECTION 3.2. No Warranty Regarding Transition License. Without limiting thegenerality of Section 3.1, except as may be expressly set forth in Article VI, all licenses grantedpursuant to Article VI are “as is”, and neither Party (nor any Person within the FIS Group or theLPS Group), nor any of their respective officers, directors employees or agents makes anyrepresentation or warranty (except as may be expressly set forth in Article VI) with respect to FISMarks or the licenses granted or made pursuant to Article VI, including any representation as to:(i) a Party’s right to grant licenses, (ii) the scope of rights in the FIS Marks for any specificgoods or services, or (iii) the title to any such FIS Marks or the absence of any third partyinfringement of any such FIS Marks. FIS does not undertake any commitment to maintain or defendthe FIS Marks. xi
 

 
ARTICLE IVACCESS TO INFORMATION AND RECORDS          SECTION 4.1. Access to Information.     (a) *Information Access Available*. The Parties intend that effective upon the AssetContribution, all books and records, documents, agreements, data, files and other materials,whether written or electronically stored (as applicable to each Party, its“Records”), relating to the Subject Companies or the Other Assets, or arising out ofor in connection with the operation of the Transferred Business, shall be delivered by FISto LPS. To the extent that (i) Records owned or in the possession of one Party (in suchcapacity, the “Providing Party”) created prior to the Distribution Date also includetherein (imbedded, as a part of or as a separate segment) information relating to the otherParty (in such capacity, the “Requesting Party”) or relating to the RequestingParty’s business, assets, liabilities or operations, then during the Retention Period (asdefined in Section 4.3), the Providing Party will provide to the Requesting Party, and willcause its respective Group members and Representatives to provide to the Requesting Party,upon reasonable advance written request and otherwise in accordance with the requirements ofthis Section 4.1, reasonable access during normal business hours and at the expense of theRequesting Party to all such Records owned or in the possession of the Providing Party andits Subsidiaries, if such access is reasonably required by the Requesting Party inconnection with the Requesting Party’s financial reporting and accounting matters, thepreparation of and filing of any tax returns or the defense of any tax claim or assessment,the prosecution or defense of any litigation or other dispute with third parties, thepreparation and filing of reports and other materials with any Governmental Entity or anyother bona fide purpose, provided that such access does not unreasonably disrupt thenormal operations of the Providing Party or any of its Subsidiaries. Subject to theconfidentiality provisions set forth in Section 4.2 and any other security obligations asthe Providing Party may reasonably deem necessary, the Requesting Party may have allrequested information duplicated at the Requesting Party’s expense. Alternatively, theProviding Party may choose to deliver, at the Requesting Party’s expense, all requestedinformation to the Requesting Party in the form requested by the Requesting Party. TheProviding Party will notify the Requesting Party in writing at the time of delivery if suchinformation is to be returned to the Providing Party. In such case, the Requesting Partywill return such information when no longer needed to the Providing Party at the RequestingParty’s expense. In connection with providing information pursuant to this Section 4.1, theProviding Party hereto will, upon the request of the Requesting Party and upon reasonableadvance notice, make available during normal business hours its respective employees (andthose employees of its respective Group members and Representatives, as applicable) to theextent that they are reasonably necessary to and explain all requested information with andto the Requesting Party, provided that such access does not unreasonably disrupt thenormal operations of the Providing Party or any of its Subsidiaries. Each Providing Partyshall be entitled to reimbursement from the Requesting Party, upon the presentation ofinvoices therefor, for all reasonable out-of-pocket costs and expenses (excluding allocatedcompensation and overhead expenses) as may be reasonably incurred in providing informationpursuant to this Section 4.1(a). xii
 

 
     (b) *Access for FIS Public Filings*. Without limiting the generality of the provisionsof Section 4.1(a), LPS agrees to cooperate fully, and cause LPS’s auditors to cooperatefully, with FIS to the extent requested by FIS in the preparation of FIS’s press releases,Quarterly Reports on Form 10-Q, Annual Reports to Shareholders, Annual Reports on Form 10-K,any Current Reports on Form 8-K and any other proxy, information and registrationstatements, reports, notices, prospectuses and any other filings made by FIS with the SEC,any national securities exchange or otherwise made publicly available (collectively, the“FIS Public Filings”). LPS agrees to provide to FIS all information that FISreasonably requests in connection with any FIS Public Filings or that, in the judgment ofFIS, is required to be disclosed or incorporated by reference therein under any law, rule orregulation. LPS will provide such information in a timely manner on the dates reasonablyrequested by FIS (which may be earlier than the dates on which LPS otherwise would berequired hereunder to have such information available) to enable FIS to prepare, print andrelease all FIS Public Filings on such dates as FIS will reasonably determine but in noevent later than as required by applicable law. LPS will use its commercially reasonableefforts to cause LPS’s auditors to consent to any reference to them as experts in any FISPublic Filings required under any law, rule or regulation. LPS will authorize its auditorsto make available to FIS and its auditors both the personnel who performed, or areperforming, the annual audit of LPS and work papers related to the annual audit of LPS, inall cases within a reasonable time prior to the opinion date of FIS’s auditors, so that suchauditors are able to perform the procedures they consider necessary within sufficient timeto enable FIS to meet a reasonable timetable for the release of the related auditedfinancial statements. If and to the extent requested by FIS, LPS will diligently andpromptly review all drafts of such FIS Public Filings and prepare in a diligent and timelyfashion any portion of such FIS Public Filing pertaining to LPS. Prior to any printing orpublic release of any FIS Public Filing, an appropriate executive officer of LPS will, ifrequested by FIS, certify on behalf of LPS that the information relating to LPS or any LPSSubsidiary or the Transferred Business in such FIS Public Filing is accurate, true, completeand correct in all material respects. Prior to the release or filing thereof, FIS willprovide LPS with a draft of any portion of an FIS Public Filing containing informationrelating to LPS or any LPS Subsidiary and will give LPS an opportunity to review suchinformation and comment thereon; provided that FIS will determine in its sole andabsolute discretion the final form and content of all FIS Public Filings.     (c) *Access for LPS Public Filings*. Without limiting the generality of the provisionsof Section 4.1(a), FIS agrees to cooperate fully, and cause FIS’s auditors to cooperatefully, with LPS to the extent requested by LPS in the preparation of LPS’s press releases,Quarterly Reports on Form 10-Q, Annual Reports to Shareholders, Annual Reports on Form 10-K,any Current Reports on Form 8-K and any other proxy, information and registrationstatements, reports, notices, prospectuses and any other filings made by LPS with the SEC,any national securities exchange or otherwise made publicly available (collectively, the“LPS Public Filings”). FIS agrees to provide to LPS all information that LPSreasonably requests in connection with any LPS Public Filings or that, in the judgment ofLPS, is required to be disclosed or incorporated by reference therein under any law, rule orregulation. FIS will provide such information in a timely manner on the dates reasonablyrequested by LPS (which may be earlier than the dates on
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which FIS otherwise would be required hereunder to have such information available) toenable LPS to prepare, print and release all LPS Public Filings on such dates as LPS willreasonably determine but in no event later than as required by applicable law. FIS will useits commercially reasonable efforts to cause FIS’s auditors to consent to any reference tothem as experts in any LPS Public Filings required under any law, rule or regulation. FISwill authorize its auditors to make available to LPS and its auditors both the personnel whoperformed, or are performing, the annual audit of FIS and work papers related to the annualaudit of FIS, in all cases within a reasonable time prior to the opinion date of LPS’sauditors, so that such auditors are able to perform the procedures they consider necessarywithin sufficient time to enable LPS to meet a reasonable timetable for the release of therelated audited financial statements. If and to the extent requested by LPS, FIS willdiligently and promptly review all drafts of such LPS Public Filings and prepare in adiligent and timely fashion any portion of such LPS Public Filing pertaining to FIS. Priorto any printing or public release of any LPS Public Filing, an appropriate executive officerof FIS will, if requested by LPS, certify on behalf of FIS that the information relating toFIS or any FIS Subsidiary in such LPS Public Filing is accurate, true, complete and correctin all material respects. Prior to the release or filing thereof, LPS will provide FIS witha draft of any portion of an LPS Public Filing containing information relating to FIS or anyFIS Subsidiary and will give FIS an opportunity to review such information and commentthereon; provided that LPS will determine in its sole and absolute discretion thefinal form and content of all LPS Public Filings.     SECTION 4.2. Restrictions on Disclosure of Information.     (a) *Generally*. Without limiting any rights or obligations under any other existing orfuture agreement between the Parties and/or any other members of their respective Groupsrelating to confidentiality, until the third anniversary of the Distribution Date, eachParty will, and each Party will cause its respective Group members and its Representativesto, hold in confidence, with at least the same degree of care that applies to FIS’sconfidential and proprietary information pursuant to its confidentiality policies in effectas of the Asset Contribution Date, all confidential and proprietary information concerningthe other Group that is either in its possession as of the Distribution Date or furnished bythe other Group or its respective Representatives at any time pursuant to this Agreement,any Ancillary Agreement or the transactions contemplated hereby or thereby. Notwithstandingthe foregoing, each Party, its respective Group members and its Representatives may disclosesuch information to the extent that such Party can demonstrate that such information is orwas (i) in the public domain other than by the breach of this Agreement or by breach of anyother agreement between or among the Parties and/or any of their respective Group membersrelating to confidentiality, or (ii) lawfully acquired from a third Person on anon-confidential basis or independently developed by, or on behalf of, such Party by Personswho do not have access to any such information. Each Party will maintain, and will causeits respective Group members and Representatives to maintain, policies and procedures, anddevelop such further policies and procedures as will from time to time become necessary orappropriate, to ensure compliance with this Section 4.2.
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     (b) *Disclosure of Third Person Information*. Each Party acknowledges that it and othermembers of its Group may have in its or their possession confidential or proprietaryinformation of third Persons that was received under a confidentiality or non-disclosureagreement between such third Person and the other Party. Each Party will, and will causeits respective Group members and its Representatives to, hold in strict confidence theconfidential and proprietary information of third Persons to which any member of suchParty’s Group has access, in accordance with the terms of any agreements entered intobetween such third Person and the other Party or a member of the other Party’s Group.     (c) *Legally Required Disclosure of Information*. If either Party or any of itsrespective Group members or Representatives becomes legally required to disclose anyinformation (the “Disclosing Party”) that it is otherwise obligated to hold instrict confidence pursuant to Sections 4.2(a) or 4.2(b), such Party will promptly notify theother Party (the “Owning Party”) and will use all commercially reasonable efforts tocooperate with the Owning Party so that the Owning Party may seek a protective order orother appropriate remedy and/or waive compliance with this Section 4.2. All expensesreasonably incurred by the Disclosing Party in seeking a protective order or other remedywill be borne by the Owning Party. If such protective order or other remedy is notobtained, or if the Owning Party waives compliance with this Section 4.2, the DisclosingParty will (a) disclose only that portion of the information which its legal counsel advisesit is compelled to disclose or otherwise stand liable for contempt or suffer other similarsignificant corporate censure or penalty, (b) use all commercially reasonable efforts toobtain reliable assurance requested by the Owning Party that confidential treatment will beaccorded such information, and (c) promptly provide the Owning Party with a copy of theinformation so disclosed, in the same form and format so disclosed, together with a list ofall Persons to whom such information was disclosed.          SECTION 4.3. Record Retention. LPS will, and will cause each LPS Subsidiary to, adoptand comply with a record retention policy with respect to information owned by or in the possessionof LPS or any LPS Subsidiary and which is created prior to the Asset Contribution Date. FIS will,and FIS will cause each of its Subsidiaries to, comply with the FIS record retention policy withrespect to information owned by or in the possession of FIS or any FIS Subsidiary and which iscreated prior to the Asset Contribution Date. Each Party will, at its sole cost and expense,preserve and retain all information in its respective possession or control that the other Partyhas the right to access pursuant to Section 4.1, or that it is otherwise required to preserve andretain, for such period as is required in accordance with such record retention policy or for anylonger period as may be required by (a) any Government Entity, (b) as a result of or otherwiserelating to any litigation matter, (c) applicable law, or (d) any agreement relating hereto orexecuted in connection with the Agreement (as applicable, the “Retention Period”). Ifeither Party wishes to dispose of any information which it is obligated to retain under thisSection 4.3 prior to the expiration of the Retention Period, then that Party will first provide 45days’ written notice to the other Party, and the other Party will have the right, at its option andexpense, upon prior written notice within such 45-day period, to take possession of suchinformation within 90 days after the date of the notice provided by the disposing Party pursuant tothis Section 4.3. Written notice of intent to dispose of such information will include
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a description of the information in detail sufficient to allow the other Party to reasonablyassess its potential need to retain such materials.          SECTION 4.4. Production of Witnesses. Each Party will use commercially reasonableefforts, and will cause each of its respective Subsidiaries to use commercially reasonable efforts,to make available to each other, upon written request, its past and present Representatives aswitnesses to the extent that any such Representatives may reasonably be required in connection withany legal, administrative or other proceedings in which the requesting Party may from time to timebe involved. Each Party providing access to witnesses or information to the other Party pursuantto this Section 4.4 will be entitled to receive from the receiving Party, upon the presentation ofinvoices therefor, payment for all reasonable, out-of-pocket costs and expenses (excludingallocated compensation and overhead expenses) as may be reasonably incurred in providing suchwitnesses or information.          SECTION 4.5. Other Agreements Regarding Access to Information. The rights andobligations of the Parties under this Article IV are subject to any specific limitations,qualifications or additional provisions on the sharing, exchange or confidential treatment ofinformation set forth in this Agreement or any Ancillary Agreement.ARTICLE V