Common use of Material Contracts; No Conflict; Required Filings and Consents Clause in Contracts

Material Contracts; No Conflict; Required Filings and Consents. 1. Section 3.5(a) of the Company Disclosure Schedule includes a list of all contracts, agreements, arrangements or understanding, whether or not in writing, to which the Company or any of its subsidiaries is a party or by which any of them is bound as of the date hereof, (i) which are required to be filed as "material contracts" with the SEC pursuant to the requirements of the Exchange Act; (ii) under which the consequences of a default, nonrenewal or termination could have a Material Adverse Effect; (iii) pursuant to which payments or acceleration of benefits may be required in excess of $100,000 in the aggregate upon a "change of control" of the Company or its subsidiaries; (iv) which require the consent or waiver of a third party prior to the Company (or its subsidiary, if applicable) consummating the transactions contemplated by this Agreement, except where the failure to obtain such consent or waiver would not, individually or in the aggregate, have a Material Adverse Effect; (v) whose terms would have a Material Adverse Effect on the Offer; (vi) which pertain to the rental by the Company or its subsidiaries of accommodations and involve consideration in excess of $200,000 over the term of the Agreement or have a term that will expire more than six months from the date hereof; (vii) which constitute contracts, agreements, arrangements or understandings between the Company or its subsidiaries and any person for the rental by such person of accommodations and represent individually in excess of $200,000 in annual revenue to the Company or its subsidiaries, as applicable; or (viii) the termination of which would require or result in individual payments by the Company, Acquisition Sub, Fimalac-U.S., Parent or any of their subsidiaries or affiliates in excess of $100,000 (the contracts, agreements, arrangements or understandings referred to in clauses (i) through (viii) above are referred to collectively herein as the "Material Contracts") and, except as set forth in Section 3.5(a) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is currently negotiating, in discussion with any person with respect to, or a party to any non-binding agreement or understanding with respect to, any Material Contract. 2. The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, (i) conflict with or violate the articles of incorporation or by-laws of the Company or any Subsidiary Document, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected, or (iii) except as set forth in Section 3.5(b) of the Company Disclosure Schedule, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or result in a modification of any right or benefit under, or impair the Company's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration, repayment or repurchase, or result in increased payments or cancellation under, or result in the creation of a Lien on any of the properties or assets of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties is bound or affected, except in the case of (ii) or (iii) only for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, have a Material Adverse Effect on the Company. 3. Except as set forth in Section 3.5(c) of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not require any consent, approval, authorization or permit of, or filing with or notification to, any national, federal, state, provincial or local governmental regulatory or administrative authority, agency, commission, court, tribunal, arbitral body or self-regulated entity, domestic or foreign (collectively, the "Governmental Authorities"), except for applicable requirements, if any, of the Securities Act, the Exchange Act, the Investment Advisors Act of 1940, as amended, state securities laws ("Blue Sky Laws"), the premerger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the filing and recordation of appropriate merger or other documents as required by the Delaware Law or the Illinois Law.

Material Contracts; No Conflict; Required Filings and Consents. 1. (a) Subject to the following sentence, Section 3.5(a2.05(a) of the Company Disclosure Schedule includes includes, as of the date hereof, a list of (i) other than intercompany, all contracts, loan agreements, arrangements indentures, mortgages, pledges, conditional sale or understandingtitle retention agreements, whether security agreements, guaranties, standby letters of credit (to which the Company or not any subsidiary is the responsible party), equipment leases or lease purchase agreements, each in writing, an amount equal to or exceeding $3,000,000 to which the Company or any of its subsidiaries is a party or by which any of them is bound; (ii) all contracts, agreements, commitments or other understandings or arrangements to which the Company or any of its subsidiaries is a party or by which any of them or any of their respective properties or assets are bound as or affected, but excluding contracts, agreements, commitments or other understandings or arrangements entered into in the ordinary course of business and involving, in the date hereofcase of any such contract, agreement, commitment, or other understanding or arrangement, individual payments or receipts by the Company or any of its subsidiaries of less than $2,000,000 over the term of such contract, commitment, agreement, or other understanding or arrangement; and (iiii) all agreements which are required to be filed as "material contracts" with the SEC pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and the SEC's rules and regulations thereunder (the "Exchange Act; ") but have not been so filed with the SEC. With regard to agreements for the purchase or sale of raw materials or inventory in the ordinary course of business and licensing or royalty arrangements, the threshold referred to in clause (ii) under which the consequences of a default, nonrenewal or termination could have a Material Adverse Effect; (iii) pursuant to which payments or acceleration of benefits may be required in excess of $100,000 in the aggregate upon a "change of control" of the Company or its subsidiaries; preceding sentence shall be measured on an annual basis. (ivb) which require the consent or waiver of a third party prior to the Company (or its subsidiary, if applicable) consummating the transactions contemplated by this Agreement, except where the failure to obtain such consent or waiver would not, individually or in the aggregate, have a Material Adverse Effect; (v) whose terms would have a Material Adverse Effect on the Offer; (vi) which pertain to the rental by the Company or its subsidiaries of accommodations and involve consideration in excess of $200,000 over the term of the Agreement or have a term that will expire more than six months from the date hereof; (vii) which constitute contracts, agreements, arrangements or understandings between the Company or its subsidiaries and any person for the rental by such person of accommodations and represent individually in excess of $200,000 in annual revenue to the Company or its subsidiaries, as applicable; or (viii) the termination of which would require or result in individual payments by the Company, Acquisition Sub, Fimalac-U.S., Parent or any of their subsidiaries or affiliates in excess of $100,000 (the contracts, agreements, arrangements or understandings referred to in clauses (i) through (viii) above are referred to collectively herein as the "Material Contracts") and, except Except as set forth in Section 3.5(a2.05(b) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is currently negotiating, in discussion with any person with respect to, or a party to any non-binding agreement or understanding with respect to, any Material Contract. 2. The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, (i) conflict with or violate the articles of incorporation or by-laws of the Company or any Subsidiary DocumentCharter Documents, (ii) conflict with or violate the Subsidiary Documents or any law, rule, regulation, order, judgment or decree applicable to the Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected, or (iii) except as set forth in Section 3.5(b) of the Company Disclosure Schedule, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or result in a modification of any right or benefit under, or impair the Company's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights of of, or cause any, termination, amendment, accelerationredemption, repayment or repurchase, or result in increased payments acceleration or cancellation underof, or result in the creation of a Lien lien or encumbrance on (including a right to purchase) any of the properties or assets of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, credit facility, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties is bound or affected, except except, in the case of clause (ii) or (iii) only ), for any such conflicts, violations, breaches, defaults or other occurrences that would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the CompanyEffect. 3. Except as set forth in Section 3.5(c(c) of the Company Disclosure Schedule, the The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not not, require any consent, approval, authorization or permit of, or filing with or notification to, any nationalgovernmental, federal, state, provincial administrative or local governmental regulatory or administrative authority, agencyU.S. and non-U.S. (each, commission, court, tribunal, arbitral body or self-regulated entity, domestic or foreign (collectively, the a "Governmental AuthoritiesAuthority"), except (i) for applicable requirements, if any, of the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder (the "Securities Act"), the Exchange Act, the Investment Advisors Act of 1940, as amended, state securities laws ("Blue Sky Laws")laws, the premerger pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the "HSR Act"), the Nasdaq Stock Market ("NASDAQ") and the NYSE; filings and consents under any applicable non-United States laws intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade ("Non-U.S. Monopoly Laws"); filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement ("Environmental, Health and Safety Laws"); and the filing and recordation of appropriate merger or other documents as required by the Delaware Law DGCL, (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of the Illinois LawMerger, or otherwise prevent or materially delay the Company from performing its material obligations under this Agreement, or would not otherwise reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, or (iii) as to which any necessary consents, approvals, authorizations, permits, filings or notifications have heretofore been obtained or filed, as the case may be, by the Company.

Material Contracts; No Conflict; Required Filings and Consents. 1. (a) Section 3.5(a3.05(a) of the Company Parent Disclosure Schedule includes includes, as of the date hereof, a list of (i) other than intercompany, all contracts, loan agreements, arrangements indentures, mortgages, pledges, conditional sale or understandingtitle retention agreements, whether or not in writingsecurity agreements, equipment obligations, guarantees, standby letters of credit (to which Parent or any subsidiary is the Company responsible party), equipment leases or lease purchase agreements to which Parent or any of its subsidiaries is a party or by which any of them is bound, each in an amount exceeding $30,000,000; (ii) all contracts, agreements, commitments or other understandings or arrangements to which Parent or any of its subsidiaries is a party or by which any of them or any of their respective properties or assets are bound as or affected, but excluding contracts, agreements, commitments or other understandings or arrangements entered into in the ordinary course of the date hereofbusiness and involving, in each case, payments or receipts by Parent or any of its subsidiaries of less than $25,000,000 in any single instance; and (iiii) all agreements which are required to be filed as "material contracts" with the SEC pursuant to the requirements of the Exchange Act; Act as "material contracts" but have not been so filed with the SEC. (iib) under which the consequences of a default, nonrenewal or termination could have a Material Adverse Effect; (iii) pursuant to which payments or acceleration of benefits may be required in excess of $100,000 in the aggregate upon a "change of control" of the Company or its subsidiaries; (iv) which require the consent or waiver of a third party prior to the Company (or its subsidiary, if applicable) consummating the transactions contemplated by this Agreement, except where the failure to obtain such consent or waiver would not, individually or in the aggregate, have a Material Adverse Effect; (v) whose terms would have a Material Adverse Effect on the Offer; (vi) which pertain to the rental by the Company or its subsidiaries of accommodations and involve consideration in excess of $200,000 over the term of the Agreement or have a term that will expire more than six months from the date hereof; (vii) which constitute contracts, agreements, arrangements or understandings between the Company or its subsidiaries and any person for the rental by such person of accommodations and represent individually in excess of $200,000 in annual revenue to the Company or its subsidiaries, as applicable; or (viii) the termination of which would require or result in individual payments by the Company, Acquisition Sub, Fimalac-U.S., Parent or any of their subsidiaries or affiliates in excess of $100,000 (the contracts, agreements, arrangements or understandings referred to in clauses (i) through (viii) above are referred to collectively herein as the "Material Contracts") and, except Except as set forth in Section 3.5(a3.05(b) of the Company Parent Disclosure Schedule, neither the Company nor any of its subsidiaries is currently negotiating, in discussion with any person with respect to, or a party to any non-binding agreement or understanding with respect to, any Material Contract. 2. The execution and delivery of this Agreement by the Company does Parent and Merger Sub do not, and the performance of this Agreement by the Company Parent and Merger Sub will not, (i) conflict with or violate the articles Memorandum of incorporation Association (or Articles of Incorporation) or bye-laws (or by-laws laws) of the Company Parent or any Subsidiary DocumentMerger Sub, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company Parent or any of its subsidiaries or by which its or any of their respective properties is are bound or affected, affected or (iii) except as set forth in Section 3.5(b) of the Company Disclosure Schedule, result in any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or result in a modification of any right or benefit under, or impair the CompanyParent's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration, repayment or repurchase, or result in increased payments acceleration or cancellation underof, or result in the creation of a Lien lien or encumbrance (including a right to purchase) on any of the properties or assets of the Company Parent or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company Parent or any of its subsidiaries is a party or by which the Company Parent or any of its subsidiaries or its or any of their respective properties is are bound or affected, except except, in the case of clause (ii) or (iii) only ), for any such conflicts, violations, breaches, defaults or other occurrences that would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the CompanyEffect. 3. Except as set forth in Section 3.5(c(c) of the Company Disclosure Schedule, the The execution and delivery of this Agreement by the Company does Parent and Merger Sub do not, and the performance of this Agreement by the Company Parent and Merger Sub will not not, require any consent, approval, authorization or permit of, or filing with or notification to, any national, federal, state, provincial or local governmental regulatory or administrative authority, agency, commission, court, tribunal, arbitral body or self-regulated entity, domestic or foreign (collectively, the "Governmental Authorities")Authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, the Investment Advisors Act of 1940, as amended, state securities laws ("Blue Sky Laws"), the premerger pre-merger notification requirements of the Xxxx-XxxxxHSR Act, the NYSE, the Exon-Xxxxxx Antitrust Improvements Act of 1976Act, as amended (the "HSR Act")Non-U.S. Monopoly Laws, and the filing and recordation of appropriate merger or other documents as required by the Delaware Law NGCL or the Illinois LawDGCL, (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of the Merger, or otherwise prevent or materially delay Parent or Merger Sub from performing their respective material obligations under this Agreement and would not otherwise be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect or (iii) as to which any necessary consents, approvals, authorizations, permits, filings or notifications have heretofore been obtained or filed, as the case may be, by Parent or Merger Sub.

Material Contracts; No Conflict; Required Filings and Consents. 1. (a) The exhibit indexes to the Company's most recently filed Annual Report on Form 10-K and Form 10-Qs filed since the date of such Form 10-K, as supplemented by Section 3.5(a2.5(a) of the Company Disclosure Schedule includes a list of Schedule, include each agreement, contract or other instrument (including all contracts, agreements, arrangements or understanding, whether or not in writing, amendments thereto) to which the Company or any of its subsidiaries Subsidiaries is a party or by which any of them is bound which would be required as of the date hereofof such reports and as of the date hereof pursuant to the Securities Exchange Act of 1934, as amended (ithe "Exchange Act") which are required and the rules and regulations thereunder to be filed as "material contracts" with the SEC pursuant an exhibit to the requirements of the Exchange Act; an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (ii) under which the consequences of a defaultcollectively, nonrenewal or termination could have a Material Adverse Effect; (iii) pursuant to which payments or acceleration of benefits may be required in excess of $100,000 in the aggregate upon a "change of control" of the Company or its subsidiaries; (iv) which require the consent or waiver of a third party prior to the Company (or its subsidiary, if applicable) consummating the transactions contemplated by this Agreement, except where the failure to obtain such consent or waiver would not, individually or in the aggregate, have a Material Adverse Effect; (v) whose terms would have a Material Adverse Effect on the Offer; (vi) which pertain to the rental by the Company or its subsidiaries of accommodations and involve consideration in excess of $200,000 over the term of the Agreement or have a term that will expire more than six months from the date hereof; (vii) which constitute contracts, agreements, arrangements or understandings between the Company or its subsidiaries and any person for the rental by such person of accommodations and represent individually in excess of $200,000 in annual revenue to the Company or its subsidiaries, as applicable; or (viii) the termination of which would require or result in individual payments by the Company, Acquisition Sub, Fimalac-U.S., Parent or any of their subsidiaries or affiliates in excess of $100,000 (the contracts, agreements, arrangements or understandings referred to in clauses (i) through (viii) above are referred to collectively herein as the "Material Contracts"). The Company has made available to the Investors on or prior to the date hereof true, correct and complete copies of each such Material Contract. (b) and, except Except as set forth disclosed in Section 3.5(a2.5(b) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is currently negotiatingSubsidiaries nor, in discussion with any person with respect to, or a party to any non-binding agreement or understanding with respect tothe knowledge of the Company, any party other than the Company or any of its Subsidiaries, is in default in the performance, observance or fulfillment of any of the material obligations, covenants or conditions contained in any Material ContractContract to which the Company or any of its Subsidiaries is a party, except for any such default which could not reasonably be expected to result in a Company Material Adverse Effect. 2. (c) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, not (i) conflict with or violate the articles Articles of incorporation Incorporation or by-laws bylaws of the Company or materially conflict with or materially violate the Articles of Incorporation or bylaws or equivalent organizational documents of any Subsidiary Documentof its Subsidiaries, (ii) assuming that all consents, approvals, authorizations and other actions described in subsection (d) have been obtained and all filings and obligations described in subsection (d) have been made or complied with, conflict with or violate any foreign or domestic (federal, state or local) law, statute, ordinance, rule, regulation, orderpermit, judgment injunction, writ, judgment, decree or decree order ("Law") applicable to the Company or any of its subsidiaries Subsidiaries or by which its any asset of the Company or any of their respective properties its Subsidiaries is bound or affected, or (iii) except as set forth in Section 3.5(b) of the Company Disclosure Scheduleconflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or result in a modification of any right or benefit under, or impair the Company's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration, repayment acceleration or repurchasecancellation of, or result in increased payments or cancellation require any payment under, or result in the creation of a Lien lien, claim, security interest or other charge or encumbrance on any of the properties or assets asset of the Company or any of its subsidiaries Subsidiaries pursuant to, any noteMaterial Contract except, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation with respect to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties is bound or affected, except in the case of clauses (ii) or and (iii) only ), for any such conflicts, violations, breaches, defaults defaults, or other occurrences that would not, individually or in the aggregate, have a Company Material Adverse Effect on the CompanyEffect. 3. Except as set forth in Section 3.5(c) of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not require any consent, approval, authorization or permit of, or filing with or notification to, any national, federal, state, provincial or local governmental regulatory or administrative authority, agency, commission, court, tribunal, arbitral body or self-regulated entity, domestic or foreign (collectively, the "Governmental Authorities"), except for applicable requirements, if any, of the Securities Act, the Exchange Act, the Investment Advisors Act of 1940, as amended, state securities laws ("Blue Sky Laws"), the premerger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the filing and recordation of appropriate merger or other documents as required by the Delaware Law or the Illinois Law.

Material Contracts; No Conflict; Required Filings and Consents. 1. (a) Subject to the following sentence, Section 3.5(a2.05(a) of the Company Disclosure Schedule includes includes, as of the date hereof, a list of (i) other than intercompany, all contracts, loan agreements, arrangements indentures, mortgages, pledges, conditional sale or understandingtitle retention agreements, whether security agreements, guaranties, standby letters of credit (to which the Company or not any subsidiary is the responsible party), equipment leases or lease purchase agreements, each in writing, an amount equal to or exceeding $10,000,000 to which the Company or any of its subsidiaries is a party or by which any of them is bound; (ii) all contracts, agreements, commitments or other understandings or arrangements to which the Company or any of its subsidiaries is a party or by which any of them or any of their respective properties or assets are bound as or affected, but excluding contracts, agreements, commitments or other understandings or arrangements entered into in the ordinary course of business and involving, in the date hereofcase of any such contact, agreement, commitment, or other understanding or arrangement, individual payments or receipts by the Company or any of its subsidiaries of less than $5,000,000 over the term of such contract, commitment, agreement, or other understanding or arrangement; and (iiii) all agreements which are required to be filed as "material contracts" with the SEC pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and the SEC's rules and regulations thereunder (the "Exchange Act; ") but which have not been so filed with the SEC. The Company may omit from Section 2.05 of the Company Disclosure Schedule any contract, agreement, commitment or other understanding or arrangement referred to in clause (i) or (ii) under of the preceding sentence (other than a contract, agreement or other understanding or arrangement for money borrowed) which the consequences Company is in good faith unable to identify because of a default, nonrenewal time constraints or termination could have a Material Adverse Effect; (iii) pursuant to which payments or acceleration of benefits may be required in excess of $100,000 in the aggregate upon a "change of control" desire of the Company or its subsidiaries; (iv) which require to limit the consent or waiver number of a third party prior to persons involved in the Company (or its subsidiary, if applicable) consummating the transactions matters contemplated by this Agreement, except where the failure to obtain such consent or waiver would not, individually or in the aggregate, have a Material Adverse Effect; provided that (vA) whose terms would have a Material Adverse Effect on the Offer; (vi) which pertain to the rental by the Company shall include any such contract, agreement, commitment or its subsidiaries of accommodations and involve consideration other understanding or arrangement in excess of $200,000 over the term of the Agreement or have a term that will expire more than six months from the date hereof; (vii) which constitute contracts, agreements, arrangements or understandings between the Company or its subsidiaries and any person for the rental by such person of accommodations and represent individually in excess of $200,000 in annual revenue supplement to the Company or its subsidiaries, as applicableDisclosure Schedule delivered to the Parent no later than 14 days after the date of this Agreement; or and that (viiiB) the termination amount in question of which would require such contract, agreement, commitment or result other understanding or arrangement does not exceed $10,000,000. With regard to agreements for the purchase or sale of raw materials or inventory in individual payments by the Companyordinary course of business and licensing or royalty arrangements, Acquisition Sub, Fimalac-U.S., Parent or any of their subsidiaries or affiliates in excess of $100,000 (the contracts, agreements, arrangements or understandings thresholds referred to in clauses the preceding sentence and clause (iii) through of the second preceding sentence shall be measured on an annual basis. (viiib) above are referred to collectively herein as the "Material Contracts") and, except Except as set forth in Section 3.5(a2.05(b) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is currently negotiating, in discussion with any person with respect to, or a party to any non-binding agreement or understanding with respect to, any Material Contract. 2. The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, (i) conflict with or violate the articles of incorporation or by-laws of the Company or any Subsidiary DocumentCharter Documents, (ii) assuming compliance with the matters referred to in Section 2.05(c), conflict with or violate the Subsidiary Documents or any law, rule, regulation, order, judgment or decree applicable to the Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected, or (iii) except as set forth in Section 3.5(b) of the Company Disclosure Schedule, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or result in a modification of any right or benefit under, or impair the Company's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights of of, or cause any, termination, amendment, accelerationredemption, repayment or repurchase, or result in increased payments acceleration or cancellation underof, or result in the creation of a Lien lien or encumbrance on (including a right to purchase) any of the properties or assets of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, credit facility, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties is bound or affected, except except, in the case of clause (ii) or (iii) only ), for any such conflicts, violations, breaches, defaults or other occurrences that would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the CompanyEffect. 3. Except as set forth in Section 3.5(c(c) of the Company Disclosure Schedule, the The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not not, require the Company or any of its subsidiaries to make or seek any consent, approval, authorization or permit of, or filing with or notification to, any nationalgovernmental, federal, state, provincial administrative or local governmental regulatory or administrative authority, agency, commission, court, tribunal, arbitral body or self-regulated entity, domestic or foreign (collectivelyeach, the a "Governmental AuthoritiesAuthority"), except (i) for applicable requirements, if any, of the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder (the "Securities Act"), the Exchange Act, the Investment Advisors Act of 1940, as amended, state securities laws ("Blue Sky Laws")laws, the premerger pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the "HSR Act"), and the NYSE; filings and consents under any applicable non-United States laws intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade ("Non-U.S. Monopoly Laws"); filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement ("Environmental, Health and Safety Laws"); and the filing and recordation of appropriate merger or other documents as required by the Delaware Law NJBCA; (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of the Illinois LawMerger, or otherwise prevent or materially delay the Company from performing its material obligations under this Agreement, or would not otherwise reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; or (iii) as to which any necessary consents, approvals, authorizations, permits, filings or notifications have heretofore been obtained or filed, as the case may be, by the Company.

Material Contracts; No Conflict; Required Filings and Consents. 1. (a) Except as provided below, Section 3.5(a2.05(a) of the Company Disclosure Schedule includes includes, as of the date hereof, a list of (i) other than intercompany, all contracts, loan agreements, arrangements indentures, mortgages, pledges, conditional sale or understandingtitle retention agreements, whether security agreements, guaranties, standby letters of credit (to which the Company or not any subsidiary is the responsible party), equipment leases or lease purchase agreements, each in writing, an amount equal to or exceeding $10,000,000 to which the Company or any of its subsidiaries is a party or by which any of them is bound; (ii) all contracts, agreements, commitments or other understandings or arrangements to which the Company or any of its subsidiaries is a party or by which any of them or any of their respective properties or assets are bound as or affected, but excluding contracts, agreements, commitments or other understandings or arrangements entered into in the ordinary course of business and involving, in the date hereofcase of any such contract, agreement, commitment, or other understanding or arrangement, payments or receipts by the Company or any of its subsidiaries of less than $10,000,000 over the term of such contract, commitment, agreement, or other understanding or arrangement; and (iiii) all agreements which are required to be filed as "material contracts" with the SEC pursuant to the requirements of the United States Securities Exchange Act; Act of 1934, as amended, and the SEC's rules and regulations thereunder (iithe "EXCHANGE ACT") under which but have not been so filed with the consequences of a defaultSEC. Notwithstanding the foregoing, nonrenewal or termination could have a Material Adverse Effect; (iii) pursuant to which payments or acceleration of benefits the Company may be required in excess of $100,000 in the aggregate upon a "change of control" omit from Section 2.05 of the Company or its subsidiaries; (iv) which require the consent or waiver Disclosure Schedule and instead include in Section 2.05 of a third party prior supplement to the Company (or its subsidiaryDisclosure Schedule, if applicable) consummating the transactions contemplated by this Agreement, except where the failure to obtain such consent or waiver would not, individually or in the aggregate, have a Material Adverse Effect; (v) whose terms would have a Material Adverse Effect on the Offer; (vi) which pertain be delivered to the rental by the Company or its subsidiaries of accommodations and involve consideration in excess of $200,000 over the term of the Agreement or have a term that will expire more Parent not later than six months 14 days from the date hereof; (vii) which constitute contracts, agreements, arrangements or understandings between the Company or its subsidiaries and any person for the rental by such person of accommodations and represent individually in excess of $200,000 in annual revenue to the Company or its subsidiaries, as applicable; or (viii) the termination of which would require or result in individual payments by the Company, Acquisition Sub, Fimalac-U.S., Parent or any of their subsidiaries or affiliates in excess of $100,000 this Agreement (the contracts"SUPPLEMENTAL COMPANY DISCLOSURE SCHEDULE"), agreements, arrangements or understandings any contract referred to in clauses (i) through and (viiiii) above are of the preceding sentence that, because of time constraints, the Company is, in good faith, unable to list in Section 2.05 of the Company Disclosure Schedule and which does not relate to agreements or arrangements for money borrowed. With regard to agreements for the purchase or sale of goods and inventory in the ordinary course of business and licensing arrangements, the threshold referred to collectively herein as in clause (ii) of the "Material Contracts"second preceding sentence shall refer to payments or receipts measured on an annual basis. (b) and, except Except as set forth in Section 3.5(a2.05(b) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is currently negotiating, in discussion with any person with respect to, or a party to any non-binding agreement or understanding with respect to, any Material Contract. 2. The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, (i) conflict with or violate the articles of incorporation Company's Charter Documents or by-laws of the Company or any Subsidiary DocumentDocuments, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected, affected or (iii) except as set forth in Section 3.5(b) of the Company Disclosure Schedule, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or result in a modification of any right or benefit under), or impair the Company's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration, repayment or repurchase, or result in increased payments acceleration or cancellation underof, or result in the creation of a Lien lien or encumbrance on (including a right to purchase) any of the properties or assets of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties is bound or affected, except except, in the case of clause (ii) or (iii) only ), for any such conflicts, violations, breaches, defaults or other occurrences that would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the CompanyEffect. 3. Except as set forth in Section 3.5(c(c) of the Company Disclosure Schedule, the The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not not, require any consent, approval, authorization or permit of, or filing with or notification to, any national, federal, state, provincial governmental or local governmental regulatory or administrative authority, agencyUnited States or non-United States (each, commission, court, tribunal, arbitral body or self-regulated entity, domestic or foreign (collectively, the a "Governmental AuthoritiesGOVERNMENTAL AUTHORITY"), except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, the Investment Advisors Act of 1940, as amended, state securities laws ("Blue Sky LawsBLUE SKY LAWS"), the premerger pre-merger notification requirements of the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the "HSR ActACT"), filings under the United States Exon-Xxxxxx Act (the "EXON-XXXXXX ACT"), filings and consents under any applicable non-United States laws intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade ("NON-U.S. MONOPOLY LAWS"), filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, and the filing and recordation of appropriate merger or other documents as required by the Delaware Law DGCL or the Illinois LawNGCL, (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of the Merger, or otherwise prevent or materially delay the Company from performing its material obligations under this Agreement, or would not otherwise reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, or (iii) as to which any necessary consents, approvals, authorizations, permits, filings or notifications have heretofore been obtained or filed, as the case may be, by the Company.

Material Contracts; No Conflict; Required Filings and Consents. 1. (a) Subject to the following sentence, Section 3.5(a2.05(a) of the Company Disclosure Schedule includes includes, as of the date hereof, a list of (i) other than intercompany and Ordinary Course Finance Agreements, all contracts, loan agreements, arrangements indentures, mortgages, pledges, conditional sale or understandingtitle retention agreements, whether security agreements, guaranties, standby letters of credit (to which the Company or not any subsidiary is the responsible party), equipment leases or lease purchase agreements, each in writing, an amount equal to or exceeding $25,000,000 to which the Company or any of its subsidiaries is a party or by which any of them is bound; (ii) all contracts, agreements, commitments or other understandings or arrangements to which the Company or any of its subsidiaries is a party or by which any of them or any of their respective properties or assets are bound as or affected, but excluding Ordinary Course Finance Agreements and contracts, agreements, commitments or other understandings or arrangements entered into in the ordinary course of business and involving, in the date hereofcase of any such contract, agreement, commitment, or other understanding or arrangement, individual payments or receipts by the Company or any of its subsidiaries of less than $25,000,000 over the term of such contract, commitment, agreement, or other understanding or arrangement; and (iiii) all agreements which are required to be filed as "material contracts" with the SEC pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and the SEC's rules and regulations thereunder (the "Exchange Act; ") but have not been so filed with the SEC. With regard to agreements for licensing or royalty arrangements, the threshold referred to in clause (ii) under which the consequences of a default, nonrenewal or termination could have a Material Adverse Effect; (iii) pursuant to which payments or acceleration of benefits may be required in excess of $100,000 in the aggregate upon a "change of control" of the Company or its subsidiaries; preceding sentence shall be measured on an annual basis. (ivb) which require the consent or waiver of a third party prior to the Company (or its subsidiary, if applicable) consummating the transactions contemplated by this Agreement, except where the failure to obtain such consent or waiver would not, individually or in the aggregate, have a Material Adverse Effect; (v) whose terms would have a Material Adverse Effect on the Offer; (vi) which pertain to the rental by the Company or its subsidiaries of accommodations and involve consideration in excess of $200,000 over the term of the Agreement or have a term that will expire more than six months from the date hereof; (vii) which constitute contracts, agreements, arrangements or understandings between the Company or its subsidiaries and any person for the rental by such person of accommodations and represent individually in excess of $200,000 in annual revenue to the Company or its subsidiaries, as applicable; or (viii) the termination of which would require or result in individual payments by the Company, Acquisition Sub, Fimalac-U.S., Parent or any of their subsidiaries or affiliates in excess of $100,000 (the contracts, agreements, arrangements or understandings referred to in clauses (i) through (viii) above are referred to collectively herein as the "Material Contracts") and, except Except as set forth in Section 3.5(a2.05(b) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is currently negotiating, in discussion with any person with respect to, or a party to any non-binding agreement or understanding with respect to, any Material Contract. 2. The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, (i) conflict with or violate the articles of incorporation or by-laws of the Company or any Subsidiary DocumentCharter Documents, (ii) conflict with or violate the Subsidiary Documents or any law, rule, regulation, order, judgment or decree applicable to the Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected, or (iii) except as set forth in Section 3.5(b) of the Company Disclosure Schedule, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or result in a modification of any right or benefit under, or impair the Company's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights of of, or cause any, termination, amendment, accelerationredemption, repayment or repurchase, or result in increased payments acceleration or cancellation underof, or result in the creation of a Lien lien or encumbrance on (including a right to purchase) any of the properties or assets of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, credit facility, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties is bound or affected, except except, in the case of clause (ii) or (iii) only ), for any such conflicts, violations, breaches, defaults or other occurrences that would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the CompanyEffect. 3. Except as set forth in Section 3.5(c(c) of the Company Disclosure Schedule, the The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not not, require the Company or any of its subsidiaries to make or seek any consent, approval, authorization or permit of, or filing with or notification to, any nationalgovernmental, federal, state, provincial administrative or local governmental regulatory or administrative authority, agencyU.S. and non-U.S. (each, commission, court, tribunal, arbitral body or self-regulated entity, domestic or foreign (collectively, the a "Governmental AuthoritiesAuthority"), except (i) (I) for applicable requirements, if any, of the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder (the "Securities Act"), (II) the Exchange Act, the Investment Advisors Act of 1940(III) for applicable requirements, as amendedif any, under state securities laws and of the securities commissions or similar regulatory authorities in the provinces and territories of Canada, ("Blue Sky Laws"), IV) the premerger pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the "HSR Act"), (V) the Toronto Stock Exchange and the NYSE; (VI) filings and consents under any applicable non-United States laws intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade ("Non-U.S. Monopoly Laws"), including, without limitation, filings and consents under the Canadian Competition Act, as amended, and/or with the Canadian Competition Bureau; (VII) filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement ("Environmental, Health and Safety Laws"); and (VIII) the filing and recordation of appropriate merger or other documents as required by the Delaware Law NGCL and the DGCL, (ii) (I) for the filing of applications and notices, as applicable, with the U.S. federal and state regulatory authorities governing banking, consumer and commercial finance, mortgage lending and insurance, (II) the filing of applications and notices, as applicable, with federal housing related authorities, and the approval of such applications by such authorities, and (III) the filing of applications and notices, as applicable, with foreign governmental authorities (including, without limitation, in Canada and Japan) regulating banking, consumer and commercial finance, mortgage lending and insurance in the foreign jurisdictions in which the Company operates its business or to which it is otherwise subject, and the Illinois Lawapproval of such applications by such authorities (all of the foregoing in this clause (ii), collectively, the "Regulatory Approvals") (iii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of the Merger, or otherwise prevent or materially delay the Company from performing its material obligations under this Agreement, or would not otherwise reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, or (iv) as to which any necessary consents, approvals, authorizations, permits, filings or notifications have heretofore been obtained or filed, as the case may be, by the Company. All material Regulatory Approvals which, to the knowledge of the Company, are applicable to the Merger and the transactions contemplated hereby and thereby are set forth in Section 2.05(c) of the Company Disclosure Schedule. As of the date hereof, the Company knows of no reason why all Regulatory Approvals should not be timely obtained.

Material Contracts; No Conflict; Required Filings and Consents. 1. (a) Subject to the following sentence, Section 3.5(a2.05(a) of the Company Disclosure Schedule includes includes, as of the date hereof, a list of (i) other than intercompany, all contracts, loan agreements, arrangements indentures, mortgages, pledges, conditional sale or understandingtitle retention agreements, whether security agreements, guaranties, standby letters of credit (to which the Company or not any subsidiary is the responsible party), equipment leases or lease purchase agreements, each in writing, an amount equal to or exceeding $10,000,000 to which the Company or any of its subsidiaries is a party or by which any of them is bound; (ii) all contracts, agreements, commitments or other understandings or arrangements to which the Company or any of its subsidiaries is a party or by which any of them or any of their respective properties or assets are bound as or affected, but excluding contracts, agreements, commitments or other understandings or arrangements entered into in the ordinary course of business and involving, in the date hereofcase of any such contact, agreement, commitment, or other understanding or arrangement, individual payments or receipts by the Company or any of its subsidiaries of less than $5,000,000 over the term of such contract, commitment, agreement, or other understanding or arrangement; and (iiii) all agreements which are required to be filed as "material contracts" with the SEC pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and the SEC's rules and regulations thereunder (the "Exchange Act; ") but have not been so filed with the SEC. With regard to agreements for the purchase or sale of raw materials or inventory in the ordinary course of business and licensing or royalty arrangements, the threshold referred to in clause (ii) under which the consequences of a default, nonrenewal or termination could have a Material Adverse Effect; (iii) pursuant to which payments or acceleration of benefits may be required in excess of $100,000 in the aggregate upon a "change of control" of the Company or its subsidiaries; preceding sentence shall be measured on an annual basis. (ivb) which require the consent or waiver of a third party prior to the Company (or its subsidiary, if applicable) consummating the transactions contemplated by this Agreement, except where the failure to obtain such consent or waiver would not, individually or in the aggregate, have a Material Adverse Effect; (v) whose terms would have a Material Adverse Effect on the Offer; (vi) which pertain to the rental by the Company or its subsidiaries of accommodations and involve consideration in excess of $200,000 over the term of the Agreement or have a term that will expire more than six months from the date hereof; (vii) which constitute contracts, agreements, arrangements or understandings between the Company or its subsidiaries and any person for the rental by such person of accommodations and represent individually in excess of $200,000 in annual revenue to the Company or its subsidiaries, as applicable; or (viii) the termination of which would require or result in individual payments by the Company, Acquisition Sub, Fimalac-U.S., Parent or any of their subsidiaries or affiliates in excess of $100,000 (the contracts, agreements, arrangements or understandings referred to in clauses (i) through (viii) above are referred to collectively herein as the "Material Contracts") and, except Except as set forth in Section 3.5(a2.05(b) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is currently negotiating, in discussion with any person with respect to, or a party to any non-binding agreement or understanding with respect to, any Material Contract. 2. The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, (i) conflict with or violate the articles of incorporation Company Charter Documents or by-laws of the Company or any Subsidiary DocumentDocuments, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected, or (iii) except as set forth in Section 3.5(b) of the Company Disclosure Schedule, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or result in a modification of any right or benefit under, or impair the Company's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights of of, or cause any, termination, amendment, accelerationredemption, repayment or repurchase, or result in increased payments acceleration or cancellation underof, or result in the creation of a Lien lien or encumbrance on (including a right to purchase) any of the properties or assets of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, credit facility, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties is bound or affected, except except, in the case of clause (ii) or (iii) only ), for any such conflicts, violations, breaches, defaults or other occurrences that would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the CompanyEffect. 3. Except as set forth in Section 3.5(c(c) of the Company Disclosure Schedule, the The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not not, require any consent, approval, authorization or permit of, or filing with or notification to, any nationalgovernmental, federal, state, provincial administrative or local governmental regulatory or administrative authority, agency, commission, court, tribunal, arbitral body or self-regulated entity, domestic or foreign (collectivelyeach, the a "Governmental AuthoritiesAuthority"), except (i) for applicable requirements, if any, of the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder (the "Securities Act"), the Exchange Act, the Investment Advisors Act of 1940, as amended, state securities laws ("Blue Sky Laws")laws, the premerger pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the "HSR Act"), and the NYSE; filings and consents under any applicable non-United States laws intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade ("Non-U.S. Monopoly Laws"); filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement ("Environmental, Health and Safety Laws"); and the filing and recordation of appropriate merger or other documents as required by the Delaware Law NYBCL, (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of the Illinois LawMerger, or otherwise prevent or materially delay the Company from performing its material obligations under this Agreement, or would not otherwise reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, or (iii) as to which any necessary consents, approvals, authorizations, permits, filings or notifications have heretofore been obtained or filed, as the case may be, by the Company.