Common use of Change of Corporate Name or Location; Change of Fiscal Year Clause in Contracts

Change of Corporate Name or Location; Change of Fiscal Year. No Credit Party shall (a) change its corporate name or (b) change its chief executive office, principal place of business, corporate offices or warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral, in each case without at least 30 days' prior written notice to Agent and after Agent's written acknowledgment that any reasonable action requested by Agent in connection therewith, including to continue the perfection of any Liens in favor of Agent, on behalf of Agent and Lenders, in any Collateral and to provide access and other rights as against third parties in accordance with the requirements of Section 5.9, has been completed or taken; provided, that (i) with respect to a change in location of such Credit Party's chief executive office, principal place of business, corporate office or location of its records concerning the Collateral, any such new location shall be in the continental United States of America, and (ii) with respect to a change in location at which any Collateral is held or stored, any such new location may only be located outside of the continental United States of America if the aggregate fair market value of all Collateral located outside of the continental United States of America after giving effect to any such change in location (excluding, for purposes of this clause (ii), assets located outside of the continental United States of America that are acquired pursuant to a Permitted Acquisition or Eligible Inventory located in the United Kingdom) would not exceed $500,000. Without limiting the generality of the foregoing, no Credit Party shall change its name, identity or corporate structure in any manner that might make any financing or continuation statement filed in connection herewith seriously misleading within the meaning of Section 9-402(7) of the Code or any other then applicable provision of the Code except upon prior written notice to Agent and after Agent's written acknowledgment that any reasonable action requested by Agent in connection therewith, including to continue the perfection of any Liens in favor of Agent, on behalf of Agent and Lenders, in any Collateral, has been completed or taken. No Credit Party shall change its Fiscal Year unless approved by Agent in writing, 42 48 which approval shall not be unreasonably withheld or delayed.

Change of Corporate Name or Location; Change of Fiscal Year. No Except as otherwise permitted in Section 6, such Credit Party shall not (and shall cause each Subsidiary of such Credit Party (other than an Excluded Subsidiary) not to): (a) change its corporate name or name; (b) add new trade names; or (c) other than as disclosed in Disclosure Schedule (3.2), change its chief executive office, principal place of business, registered office, corporate offices or warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral, in each case without at least 30 days10 Business Days' prior written notice to each Co-Agent and after Agent's written acknowledgment that any reasonable action requested Borrower has executed and delivered to Agent all UCC financing statements or other documents deemed necessary by Agent in connection therewith, including to continue the perfection of any Liens in favor of Agent, on behalf of Agent Co-Agents and Lenders, in any Collateral and to provide access and other rights as against third parties in accordance with the requirements of Section 5.9, has been completed or taken; provided, that (i) with respect to a change in location of such Credit Party's chief executive office, principal place of business, corporate office or location of its records concerning the Collateral, and provided that any such new location (i) of Borrower or XX Xxxxxxx shall be situated in the continental United States of America, and (ii) with respect to a change of WD IS shall be situated in location at which any Collateral is held or storedIreland, any such new location may only and (iii) of WD UK, shall be located outside of the continental United States of America if the aggregate fair market value of all Collateral located outside of the continental United States of America after giving effect to any such change in location (excluding, for purposes of this clause (ii), assets located outside of the continental United States of America that are acquired pursuant to a Permitted Acquisition or Eligible Inventory located situated in the United Kingdom) would not exceed $500,000. Without limiting the generality of the foregoing, no Credit Party shall change its name, identity or corporate structure in any manner that might make any financing or continuation statement filed in connection herewith seriously misleading within the meaning of Section 9-402(7) Sections 9506 or 9507 of the Code or any other then applicable provision of the Code except upon prior written notice to each Co-Agent and Lenders and after Agent's written acknowledgment that any reasonable action requested by Agent in connection therewith, including to continue the perfection of any Liens in favor of Agent, on behalf of Agent Co-Agents and Lenders, in any Collateral, has been completed or taken. No Credit Party shall change its Fiscal Year unless approved by Agent in writing, 42 48 which approval shall not be unreasonably withheld or delayedYear.

Change of Corporate Name or Location; Change of Fiscal Year. No Credit Party shall (a) change its corporate name or trade name or (b) change its chief executive office, principal place of business, corporate offices or warehouses or locations at which Collateral is held or stored, or the location of its records concerning the CollateralCollateral (other than to a location in which Agent has perfected its Lien, for the benefit of Agent and Lenders, on the Collateral located therein, and if the books and records of any Credit Party are located at such location, such Credit Party shall have delivered a landlord's or mortgagee's agreement in form and substance reasonably satisfactory to Agent with respect thereto), in each case without at least 30 days' prior written notice to Agent (except with respect to the proposed name change disclosed by Borrower to Lender prior to the Closing Date) and after Agent's written acknowledgment that any reasonable action requested by Agent in connection therewith, including to continue the perfection of any Liens in favor of Agent, on behalf of Agent and Lenders, in any Collateral and to provide access and other rights as against third parties in accordance with the requirements of Section 5.9Collateral, has been completed or taken; provided, and provided that (i) with respect to a change in location of such Credit Party's chief executive office, principal place of business, corporate office or location of its records concerning the Collateral, any such new location shall be in the continental United States of America, and (ii) with respect to a change in location at which any Collateral is held or stored, any such new location may only be located outside of the continental United States of America if the aggregate fair market value of all Collateral located outside of the continental United States of America after giving effect to any such change in location (excluding, for purposes of this clause (ii), assets located outside of the continental United States of America that are acquired pursuant to a Permitted Acquisition or Eligible Inventory located in the United Kingdom) would not exceed $500,000States. Without limiting the generality of the foregoing, no Credit Party shall change its name, identity or corporate structure in any manner that might make any financing or continuation statement filed in connection herewith seriously misleading within the meaning of Section 9-402(7) of the Code or any other then applicable provision of the Code except upon prior written notice to Agent and Lenders and after Agent's written acknowledgment that any reasonable action requested by Agent in connection therewith, including to continue the perfection of any Liens in favor of Agent, on behalf of Agent and Lenders, in any Collateral, has been completed or taken. No Credit Party shall change its Fiscal Year unless approved by Agent in writing, 42 48 which approval shall not be unreasonably withheld or delayedYear.

Change of Corporate Name or Location; Change of Fiscal Year. No Credit Party shall (a) change its corporate name name, or (b) change its chief executive office, principal place of business, corporate offices or warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral, in each any case without at least 30 days' thirty (30) days prior written notice to Agent and after Agent's written acknowledgment that any reasonable action requested by Agent in connection therewith, including to continue the perfection of any Liens in favor of Agent, on behalf of Agent and Lenders, in any Collateral and to provide access and other rights as against third parties in accordance with the requirements of Section 5.9Collateral, has been completed or taken; provided, and provided that (i) with respect to a change in location of such Credit Party's chief executive office, principal place of business, corporate office or location of its records concerning the Collateral, any such new location shall be in the continental United States of America, and (ii) with respect to a change in location at which any Collateral is held or stored, any such new location may only be located outside of the continental United States of America if the aggregate fair market value of all Collateral located outside of the continental United States of America after giving effect to any such change in location (excluding, for purposes of this clause (ii), assets located outside of the continental United States of America that are acquired pursuant to a Permitted Acquisition or Eligible Inventory located in the United Kingdom) would not exceed $500,000States. Without limiting the generality of the foregoing, no Credit Party shall change its name, identity or corporate structure in any manner that which might make any financing or continuation statement filed in connection herewith seriously misleading within the meaning of Section 9-402(7) of the Code or any other then applicable provision of the Code except upon prior written notice to Agent and Lenders and after Agent's written acknowledgment that any reasonable action requested by Agent in connection therewith, including to continue the perfection of any Liens in favor of Agent, on behalf of Agent and Lenders, in any Collateral, has been completed or taken. No Credit Party shall change its Fiscal Year unless approved by Agent Year. Notwithstanding the foregoing, each Credit Party shall be permitted to (A) transport Inventory from one Permitted Inventory Location to another Permitted Inventory Location, provided such Inventory remains in writingtransit for not more than three (3) Business Days and (B) consolidate its Inventory located in Northborough, 42 48 which approval shall not be unreasonably withheld or delayedMassachusetts to its warehouse located in Auburn, Massachusetts upon twenty (20) Business Days' notice to Agents.

Change of Corporate Name or Location; Change of Fiscal Year. No Credit Party shall (a) change its corporate name as it appears in official filings in the jurisdiction of its incorporation or other organization, (b) change its chief executive office, principal place of business, corporate offices or warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral, (c) change the type of entity that it is, (d) change its organization identification number, if any, issued by its jurisdiction of incorporation or other organization, or (e) change its jurisdiction of incorporation or organization, in each case without at least 30 days' 15 days prior written notice to Agent and after Agent's ’s written acknowledgment that any reasonable action requested by Agent in connection therewith, including to continue the perfection of any Liens in favor of Agent, on behalf of Agent and Lenders, in any Collateral and to provide access and other rights as against third parties in accordance with the requirements Collateral, including requiring delivery of Section 5.9reasonably satisfactory landlord agreements or bailee letters, has been completed or taken; provided, and provided that (i) with respect to a change in location of such Credit Party's chief executive office, principal place of business, corporate office or location of its records concerning the Collateral, any such new location for any Credit Party shall be in the continental United States of America, and (ii) with respect to a change same country in location at which any such Collateral is held or stored, any such new location may only be located outside stored as of the continental United States of America if the aggregate fair market value of all Collateral located outside of the continental United States of America after giving effect to any such change in location (excluding, for purposes of this clause (ii), assets located outside of the continental United States of America that are acquired pursuant to a Permitted Acquisition or Eligible Inventory located in the United Kingdom) would not exceed $500,000Closing Date. Without limiting the generality of Notwithstanding the foregoing, no any Credit Party shall may change its name, identity the warehouses or corporate structure in any manner that might make any financing locations at which Collateral is held or continuation statement filed in connection herewith seriously misleading within the meaning of Section 9-402(7) of the Code or any other then applicable provision of the Code except upon stored without prior written notice to Agent and after Agent's written acknowledgment that any reasonable action requested by ’s acknowledgement and without obtaining a landlord agreement or bailee letter, as applicable, if the value of the Collateral so transferred, together with all Collateral previously transferred and not disposed of in accordance with the terms of this Agreement and for which Agent has not received a reasonably satisfactory landlord waiver or bailee letter is less than $2,000,000 in connection therewith, including to continue the perfection of any Liens in favor of Agent, on behalf of Agent and Lenders, in any Collateral, has been completed or takenaggregate,. No Credit Party shall change its Fiscal Year unless approved by Agent in writing, 42 48 which approval shall not be unreasonably withheld or delayedYear.

Change of Corporate Name or Location; Change of Fiscal Year. No Credit Party shall (a) change its corporate name (or limited liability company) name, or (b) change its chief executive office, principal place of business, corporate (or limited liability company) offices or warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral, in each any case without at least 30 days' thirty (30) days prior written notice to Administrative Agent and after Administrative Agent's written acknowledgment that any reasonable action requested by Administrative Agent in connection therewith, including to continue the perfection of any Liens in favor of Administrative Agent, on behalf of Agent and Lenders, in any Collateral and to provide access and other rights as against third parties in accordance with the requirements of Section 5.9Collateral, has been completed or taken; provided, and PROVIDED that (i) with respect to a change in location of such Credit Party's chief executive office, principal place of business, corporate office or location of its records concerning the Collateral, any such new location shall be in the continental United States of America, and (ii) with respect to a change in location at which any Collateral is held or stored, any such new location FURTHER PROVIDED that Vessels may only be located outside of the continental United States if such location could not reasonably be expected to have a Material Adverse Effect on the priority of America if Liens on such Vessels under the aggregate fair market value Vessel Mortgage or the receipt of all Collateral located outside of the continental United States of America after giving effect to any earnings from such change in location (excluding, for purposes of this clause (ii), assets located outside of the continental United States of America that are acquired pursuant to a Permitted Acquisition or Eligible Inventory located in the United Kingdom) would not exceed $500,000Vessels. Without limiting the generality of the foregoing, no Credit Party shall change its name, identity or corporate (or limited liability company) structure in any manner that which might make any financing or continuation statement filed in connection herewith seriously misleading within the meaning of Section 9-402(7) of the Code or any other then applicable provision of the Code except upon prior written notice to Administrative Agent and Lenders and after Administrative Agent's written acknowledgment that any reasonable action requested by Administrative Agent in connection therewith, including to continue the perfection of any Liens in favor of Administrative Agent, on behalf of Agent and Lenders, in any Collateral, has been completed or taken. No Credit Party shall change its Fiscal Year unless approved by Agent in writing, 42 48 which approval shall not be unreasonably withheld or delayedYear.

Change of Corporate Name or Location; Change of Fiscal Year. No Credit Loan Party shall, nor shall it permit any of its Domestic Subsidiaries to, (a) change its corporate name as it appears in official filings in the state of its incorporation or other organization, (b) change its chief executive office, principal place of business, corporate business offices or warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral, (c) change the type of entity that it is, (d) change its organization identification number, if any, issued by its state of incorporation or other organization, or (e) change its state of incorporation or organization, unless in each case without (i) at least 30 days' thirty (30) days prior written notice (or such later notice as is acceptable to Agent Lender in its reasonable discretion) is given by such Loan Party to Lender and after Agent's Lxxxxx has provided written acknowledgment that any reasonable action requested by Agent Lender in connection therewith, including to continue the perfection of any Liens in favor of Agent, on behalf of Agent and Lenders, Lender in any Collateral and to provide access and other rights as against third parties in accordance with the requirements of Section 5.9Collateral, has been completed or taken; provided, that (iii) with respect to a change the priority of all Liens in location favor of such Credit Party's chief executive officeLender is not adversely affected, principal place of business, corporate office or location of its records concerning the Collateral, and (iii) any such new location shall be in the continental United States States. No Loan Party shall permit any of America, and its Foreign Subsidiaries to (ii1) with respect to a change its name as it appears in location at which any Collateral is held or stored, any such new location may only be located outside of the continental United States of America if the aggregate fair market value of all Collateral located outside of the continental United States of America after giving effect to any such change in location (excluding, for purposes of this clause (ii), assets located outside of the continental United States of America that are acquired pursuant to a Permitted Acquisition or Eligible Inventory located official filings in the United Kingdomjurisdiction of its incorporation or other organization, (2) would not exceed $500,000. Without limiting the generality of the foregoing, no Credit Party shall change its namechief executive office or principal place of business, identity (3) change the type of entity that it is, or corporate structure (4) change its jurisdiction of incorporation or organization, unless in any manner that might make any financing or continuation statement filed in connection herewith seriously misleading within the meaning of Section 9-402(7) of the Code or any other then applicable provision of the Code except upon each case prior written notice (or such later notice as is acceptable to Agent and after Agent's written acknowledgment that any Lender in its reasonable action requested discretion) is given by Agent in connection therewith, including such Loan Party to continue the perfection of any Liens in favor of Agent, on behalf of Agent and Lenders, in any Collateral, has been completed or takenLender. No Credit Loan Party shall change its Fiscal Year unless approved by Agent in writing, 42 48 which approval shall not be unreasonably withheld or delayedwithout Lxxxxx’s prior written consent.

Change of Corporate Name or Location; Change of Fiscal Year. No Such Credit Party shall not (a) change its corporate name as it appears in official filings in the state of its incorporation or other organization, (b) change its chief executive office, principal place of business, corporate offices or warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral, (c) change the type of entity that it is, (d) cause to be changed its organization identification number, if any, issued by its state of incorporation or other organization, or (e) change its state of incorporation or organization or incorporate or organize in any additional jurisdictions, in each case without at least 30 days' thirty (30) days prior written notice to Agent and after Agent's ’s written acknowledgment that any reasonable action requested by Agent in connection therewith, including to continue the perfection of any Liens in favor of Agent, on behalf of Agent and Lenders, in any Collateral and to provide access and other rights as against third parties in accordance with the requirements of Section 5.9Collateral, has been completed or taken; , and provided, that (i) with respect to a change in location of such Credit Party's chief executive office, principal place of business, corporate office or location of its records concerning the Collateral, any such new location shall be in the continental United States of AmericaStates, and (ii) with respect to a change except for new locations established by Schaublin or French Operating Companies which may be in location at which any Collateral is held Switzerland or storedFrance, any such new location may only be located outside of the continental United States of America if the aggregate fair market value of all Collateral located outside of the continental United States of America after giving effect to any such change in location (excluding, for purposes of this clause (ii), assets located outside of the continental United States of America that are acquired pursuant to a Permitted Acquisition or Eligible Inventory located in the United Kingdom) would not exceed $500,000as applicable. Without limiting the generality of the foregoing, no Credit Party shall change cause to be changed its name, identity or corporate structure in any manner that might make any financing or continuation statement filed in connection herewith seriously misleading within the meaning of Section 9-402(7) of as such term is defined in and/or used in the Code or any other then applicable provision of the Code except upon prior written notice to Agent and Lenders and after Agent's ’s written acknowledgment that any reasonable action requested by Agent in connection therewith, including to continue the perfection of any Liens in favor of Agent, on behalf of Agent and Lenders, in any Collateral, has been completed or taken. No Credit Party shall change its Fiscal Year unless approved by Agent in writing, 42 48 which approval shall not be unreasonably withheld or delayedYear.

Change of Corporate Name or Location; Change of Fiscal Year. No Credit Party shall (a) change its corporate name or as it appears in the official filing in the state of its incorporation, (b) change its chief executive office, principal place of business, corporate offices or warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral, (c) change the type of entity that it is, (d) change its organization identification number, if any, issued by its state of incorporation, or (e) change its state of incorporation, in each case without at least 30 days' thirty (30) days prior written notice to Agent and after Agent's written acknowledgment that any reasonable action requested by Agent in connection therewith, including to continue the perfection of any Liens in favor of Agent, on behalf of Agent and Lenders, in any Collateral and to provide access and other rights as against third parties in accordance with the requirements of Section 5.9Collateral, has been completed or taken; provided, and provided that (i) with respect to a change in location of such Credit Party's chief executive office, principal place of business, corporate office or location of its records concerning the Collateral, any such new location shall be in the continental United States of America, and (ii) with respect to a change in location at which any Collateral is held or stored, any such new location may only be located outside of the continental United States of America if the aggregate fair market value of all Collateral located outside of the continental United States of America after giving effect to any such change in location (excluding, for purposes of this clause (ii), assets located outside of the continental United States of America that are acquired pursuant to a Permitted Acquisition or Eligible Inventory located in the United Kingdom) would not exceed $500,000States. Without limiting the generality of the foregoing, no Credit Party shall change its name, identity or corporate structure in any manner that might make any financing or continuation statement filed in connection herewith seriously misleading within the meaning of Section 9-402(7506(7) of the Code or any other then applicable provision of the Code except upon prior written notice to Agent and Lenders and after Agent's written acknowledgment that any reasonable action requested by Agent in connection therewith, including to continue the perfection of any Liens in favor of Agent, on behalf of Agent and Lenders, in any Collateral, has been completed or taken. No Credit Party shall change its Fiscal Year unless approved by Agent Year. No Credit Party shall permit any of the Collateral to be located outside of the continental United States (other than Inventory which is in writing, 42 48 which approval shall not be unreasonably withheld or delayedtransit in the ordinary course of business and for transfers of Collateral as investments permitted under Section 6.2(f)).

Change of Corporate Name or Location; Change of Fiscal Year. No Credit Party shall (a) change its corporate name or trade name or (b) change its chief executive office, state of incorporation or organization, principal place of business, corporate offices or warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral, in each case without at least 30 days' days prior written notice to Agent and after Agent's written acknowledgment that any reasonable action requested by Agent in connection therewith, including to continue the perfection of any Liens in favor of Agent, on behalf of Agent and Lenders, in any Collateral and to provide access and other rights as against third parties in accordance with the requirements of Section 5.9Collateral, has been completed or taken; provided, and provided that (i) with respect to a change in location of such Credit Party's chief executive office, principal place of business, corporate office or location of its records concerning the Collateral, any such new location shall be in the continental United States of America, and (ii) with respect to a change in location at which any Collateral is held or stored, any such new location may only be located outside of the continental United States of America if the aggregate fair market value of all Collateral located outside of the continental United States of America after giving effect to any such change in location (excluding, for purposes of this clause (ii), assets located outside of the continental United States of America that are acquired pursuant to a Permitted Acquisition or Eligible Inventory located in the United Kingdom) would not exceed $500,000States. Without limiting the generality of the foregoing, no Credit Party shall change its name, identity or corporate structure in any manner that might make any financing or continuation statement filed in connection herewith seriously misleading within the meaning of Section 9-402(7) of the Code or any other then applicable provision of the Code except upon prior written notice to Agent and Lenders and after Agent's written acknowledgment that any reasonable action requested by Agent in connection therewith, including to continue the perfection of any Liens in favor of Agent, on behalf of Agent and Lenders, in any Collateral, has been completed or taken. No Credit Party shall change its Fiscal Year unless approved by Agent in writing, 42 48 which approval shall not be unreasonably withheld or delayedYear.

Change of Corporate Name or Location; Change of Fiscal Year. No Credit Party shall (a) change its corporate name name, or (b) change its chief executive office, principal place of business, corporate offices or warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral, in each any case without at least 30 days' thirty (30) days prior written notice to Agent and after Agent's written acknowledgment that any reasonable action requested by Agent in connection therewith, including to continue the perfection of any Liens in favor of Agent, on behalf of Agent and Lenders, in any Collateral and to provide access and other rights as against third parties in accordance with the requirements of Section 5.9Collateral, has been completed or taken; provided, and provided that (i) with respect to a change in location of such Credit Party's chief executive office, principal place of business, corporate office or location of its records concerning the Collateral, any such new location shall be in the continental United States of America, and (ii) with respect to a change in location at which any Collateral is held or stored, any such new location may only be located outside of the continental United States of America if the aggregate fair market value of all Collateral located outside of the continental United States of America after giving effect to any such change in location (excluding, for purposes of this clause (ii), assets located outside of the continental United States of America that are acquired pursuant to a Permitted Acquisition or Eligible Inventory located in the United Kingdom) would not exceed $500,000States. Without limiting the generality of the foregoing, no Credit Party shall change its name, identity or corporate structure in any manner that which might make any financing or continuation statement filed in connection herewith seriously misleading within the meaning of Section 9-9- 402(7) of the Code or any other then applicable provision of the Code except upon prior written notice to Agent and Lenders and after Agent's written acknowledgment that any reasonable action requested by Agent in connection therewith, including to continue the perfection of any Liens in favor of Agent, on behalf of Agent and Lenders, in any Collateral, has been completed or taken. No Credit Party shall change its Fiscal Year unless approved by Agent Year. Notwithstanding the foregoing, each Credit Party shall be permitted to (A) transport Inventory from one Permitted Inventory Location to another Permitted Inventory Location, provided such Inventory remains in writingtransit for not more than three (3) Business Days and (B) consolidate its Inventory located in Northborough, 42 48 which approval shall not be unreasonably withheld or delayedMassachusetts to its warehouse located in Auburn, Massachusetts upon twenty (20) Business Days' notice to Agents.