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 Loan Party shall, nor shall it permit any of its Domestic Subsidiaries to, (a) change its 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, 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 (i) at least thirty (30) days prior written notice (or such later notice as is acceptable to Lender in its reasonable discretion) is given by such Loan Party to Lender and Lxxxxx has provided written acknowledgment that any reasonable action requested by Lender in connection therewith, including to continue the perfection of any Liens in favor of Lender in any Collateral, has been completed or taken, (ii) the priority of all Liens in favor of Lender is not adversely affected, and (iii) any such new location shall be in the continental United States. No Loan Party shall permit any of its Foreign Subsidiaries to (1) change its name as it appears in official filings in the jurisdiction of its incorporation or other organization, (2) change its chief executive office or principal place of business, (3) change the type of entity that it is, or (4) change its jurisdiction of incorporation or organization, unless in each case prior written notice (or such later notice as is acceptable to Lender in its reasonable discretion) is given by such Loan Party to Lender. No Loan Party shall change its Fiscal Year without Lxxxxx’s prior written consent.

Change of Corporate Name or Location; Change of Fiscal Year. No Loan Credit Party shall, nor or shall it permit any Subsidiary of its Domestic Subsidiaries any Credit Party to, (a) change its name, corporate name or trade name as it appears in official filings in the state state, province, county or other jurisdiction of its existence, incorporation or other organization, organization (b) change its chief executive office, registered office pursuant to its constituent documents, principal place of business, 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 other organization, or (e) change its state state, province, county or other jurisdiction of existence, incorporation or organization, unless in each case (i) without at least thirty (30) 30 days prior written notice (or such later notice as is acceptable to Lender in its reasonable discretion) is given by such Loan Party to Lender Agent and Lxxxxx has provided after Agent’s written acknowledgment that any reasonable action requested by Lender Agent in connection therewith, including to continue the perfection of any Liens in favor of Lender Agent in any Collateral, has been completed or taken, (ii) the priority of all Liens in favor of Lender is not adversely affected, and (iii) provided that any such new location shall be in the continental United States. No Loan , except that any Credit Party shall permit or any Subsidiary of its Foreign Subsidiaries to (1) change its name as it appears in official filings any Credit Party may transfer Collateral having value not exceeding $500,000 in the jurisdiction of its incorporation aggregate from any warehouse or other organizationlocation at which such Collateral is held or stored to any warehouse or location in Mexico. Without limiting the foregoing, (2) change its chief executive office or principal place of business, (3) change the type of entity that it is, or (4) change its jurisdiction of incorporation or organization, unless in each case prior written notice (or such later notice as is acceptable to Lender in its reasonable discretion) is given by such Loan Party to Lender. No Loan no Credit Party shall change its Fiscal Year without Lxxxxx’s name, identity or corporate structure in any manner that might make any financing, financing change or continuation statement or other applicable perfection filing made in connection herewith or with any other Loan Document seriously misleading within the meaning of Section 9-402(7) of the Code or materially misleading within the meaning of any other applicable law except upon prior written consentnotice 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 in any Collateral, has been completed or taken. No Credit Party shall, or shall permit any Subsidiary of any Credit Party to, change its Fiscal Year.

Change of Corporate Name or Location; Change of Fiscal Year. No Loan Credit Party shall, nor shall it permit any of its Domestic Subsidiaries to, (a) change its name as it appears in official filings in the state of its incorporation corporate name, or other organization, (b) change its chief executive office, principal place of business, 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 other organization, or (e) change its state of incorporation or organization, unless in each any case (i) without at least thirty (30) days prior written notice (or such later notice as is acceptable to Lender in its reasonable discretion) is given by such Loan Party to Lender Agent and Lxxxxx has provided after Agent's written acknowledgment that any reasonable action requested by Lender Agent in connection therewith, including to continue the perfection of any Liens in favor of Lender Agent, on behalf of Lenders, in any Collateral, has been completed or taken, (ii) the priority of all Liens in favor of Lender is not adversely affected, and (iii) provided that any such new location shall be in the continental United States. No Loan Without limiting the foregoing, no Credit Party shall permit any of its Foreign Subsidiaries to (1) change its name as it appears name, identity or corporate structure in official filings any manner which might make any financing or continuation statement filed in connection herewith seriously misleading within the jurisdiction meaning of its incorporation Section 9-402(7) of the Code or any other organization, (2) change its chief executive office or principal place then applicable provision of business, (3) change the type of entity that it is, or (4) change its jurisdiction of incorporation or organization, unless in each case 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 Lenders, in any Collateral, has been completed or such later notice as is acceptable to Lender in its reasonable discretion) is given by such Loan Party to Lendertaken. No Loan Credit Party shall change its Fiscal Year without Lxxxxx’s prior written consentYear. 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 transit for not more than three (3) Business Days and (B) consolidate its Inventory located in Northborough, Massachusetts 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 Loan Except as otherwise permitted in Section 6, such Credit Party shall, nor shall it permit any not (and shall cause each Subsidiary of its Domestic Subsidiaries such Credit Party (other than an Excluded Subsidiary) not to, ): (a) change its name as it appears in official filings in the state of its incorporation or other organization, corporate 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, 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, (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 at least 10 Business Days' prior written notice to each Co-Agent and after Borrower has executed and delivered to Agent all UCC financing statements or other documents deemed necessary by Agent to continue the perfection of any Liens in favor of Agent, on behalf of Co-Agents and Lenders, in any Collateral, and provided that any such new location (i) at least thirty of Borrower or XX Xxxxxxx shall be situated in the continental United States of America, (30ii) days of WD IS shall be situated in Ireland, and (iii) of WD UK, shall be situated in the United Kingdom. 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 Sections 9506 or 9507 of the Code or any other then applicable provision of the Code except upon prior written notice (or such later notice as is acceptable to Lender in its reasonable discretion) is given by such Loan Party to Lender each Co-Agent and Lxxxxx has provided Lenders and after Agent's written acknowledgment that any reasonable action requested by Lender Agent in connection therewith, including to continue the perfection of any Liens in favor of Lender Agent, on behalf of Co-Agents and Lenders, in any Collateral, has been completed or taken, (ii) the priority of all Liens in favor of Lender is not adversely affected, and (iii) any such new location shall be in the continental United States. No Loan Party shall permit any of its Foreign Subsidiaries to (1) change its name as it appears in official filings in the jurisdiction of its incorporation or other organization, (2) change its chief executive office or principal place of business, (3) change the type of entity that it is, or (4) change its jurisdiction of incorporation or organization, unless in each case prior written notice (or such later notice as is acceptable to Lender in its reasonable discretion) is given by such Loan Party to Lender. No Loan Credit Party shall change its Fiscal Year without Lxxxxx’s prior written consentYear.

Change of Corporate Name or Location; Change of Fiscal Year. No Loan Credit Party shall, nor or shall it permit any Subsidiary of its Domestic Subsidiaries any Credit Party to, (a) change its name, corporate name or trade name as it appears in official filings in the state state, province, county or other jurisdiction of its existence, incorporation or other organization, (b) change its chief executive office, registered office pursuant to its constituent documents, principal place of business, 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 other organization, or (e) change its state state, province, county or other jurisdiction of existence, incorporation or organization, unless in each case (i) without at least thirty (30) 30 days prior written notice (or such later notice as is acceptable to Lender in its reasonable discretion) is given by such Loan Party to Lender Agent and Lxxxxx has provided after Agent’s written acknowledgment that any reasonable action requested by Lender Agent in connection therewith, including to continue the perfection of any Liens in favor of Lender Agent in any Collateral, has been completed or taken, (ii) the priority of all Liens in favor of Lender is not adversely affected, and (iii) provided that any such new location shall be in the continental United States. No Loan , except that any Credit Party shall permit or any Subsidiary of its Foreign Subsidiaries to (1) change its name as it appears in official filings any Credit Party may transfer Collateral having value not exceeding $500,000 in the jurisdiction of its incorporation aggregate from any warehouse or other organizationlocation at which such Collateral is held or stored to any warehouse or location in Mexico. Without limiting the foregoing, (2) change its chief executive office or principal place of business, (3) change the type of entity that it is, or (4) change its jurisdiction of incorporation or organization, unless in each case prior written notice (or such later notice as is acceptable to Lender in its reasonable discretion) is given by such Loan Party to Lender. No Loan no Credit Party shall change its Fiscal Year without Lxxxxx’s name, identity or corporate structure in any manner that might make any financing, financing change or continuation statement or other applicable perfection filing made in connection herewith or with any other Loan Document seriously misleading within the meaning of Section 9-402(7) of the Code or materially misleading within the meaning of any other applicable law except upon prior written consentnotice 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 in any Collateral, has been completed or taken. No Credit Party shall, or shall permit any Subsidiary of any Credit Party to, change its Fiscal Year.

Change of Corporate Name or Location; Change of Fiscal Year. No Loan Credit Party shall, nor shall it permit any of its Domestic Subsidiaries to, (a) change its name as it appears in official filings in the state jurisdiction of its incorporation or other organization, (b) change its chief executive office, principal place of business, 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 jurisdiction of incorporation or other organization, or (e) change its state jurisdiction of incorporation or organization, unless in each case (i) without at least thirty (30) 15 days prior written notice (or such later notice as is acceptable to Lender in its reasonable discretion) is given by such Loan Party to Lender Agent and Lxxxxx has provided after Agent’s written acknowledgment that any reasonable action requested by Lender Agent in connection therewith, including to continue the perfection of any Liens in favor of Lender Agent, on behalf of Lenders, in any Collateral, including requiring delivery of reasonably satisfactory landlord agreements or bailee letters, has been completed or taken, (ii) the priority of all Liens in favor of Lender is not adversely affected, and (iii) provided that any such new location for any Credit Party shall be in the continental United Statessame country in which such Collateral is held or stored as of the Closing Date. Notwithstanding the foregoing, any Credit Party may change the warehouses or locations at which Collateral is held or stored without prior notice to Agent and Agent’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 the aggregate,. No Loan Party shall permit any of its Foreign Subsidiaries to (1) change its name as it appears in official filings in the jurisdiction of its incorporation or other organization, (2) change its chief executive office or principal place of business, (3) change the type of entity that it is, or (4) change its jurisdiction of incorporation or organization, unless in each case prior written notice (or such later notice as is acceptable to Lender in its reasonable discretion) is given by such Loan Party to Lender. No Loan Credit Party shall change its Fiscal Year without Lxxxxx’s prior written consentYear.

Change of Corporate Name or Location; Change of Fiscal Year. No Loan Credit Party shall, nor shall it permit any of its Domestic Subsidiaries to, (a) change its name as it appears in official filings in the state jurisdiction of its incorporation or other organization, (b) change its chief executive office, principal place of business, 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 jurisdiction of incorporation or other organization, or (e) change its state jurisdiction of incorporation or organization, unless in each case (i) without at least thirty (30) 30 days prior written notice (or such later notice as is acceptable to Lender in its reasonable discretion) is given by such Loan Party to Lender Agent and Lxxxxx has provided after Agent's written acknowledgment that any reasonable action requested by Lender Agent in connection therewith, including to continue the perfection of any Liens in favor of Lender Agent, on behalf of Lenders, in any Collateral, including requiring delivery of reasonably satisfactory landlord agreements or bailee letters, has been completed or taken, and provided that any such new location for any Credit Party shall be in the same country in which such Collateral is held or stored as of the Closing Date. Notwithstanding the foregoing, any Credit Party may change the warehouses or locations at which Collateral is held or stored without prior notice to Agent and Agent's acknowledgement and without obtaining a landlord agreement or bailee letter prior to such transfer or change, as applicable, if (iia) the priority value of the Collateral so transferred by all Credit Parties, 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, or has not consented to the absence of such landlord waiver or bailee letter, is less than $1,000,000 in the aggregate, and (b) such Credit Party provides Agent with notice of such transfer within 30 days following the date of such transfer and agrees to take any reasonable action requested by Agent in connection therewith, including obtaining landlord waivers or bailee letters, as applicable, and actions necessary to continue the perfection of any Liens in favor of Lender is not adversely affectedAgent, and (iii) on behalf of Lenders, in any such new location shall be in the continental United StatesCollateral. No Loan Party shall permit any of its Foreign Subsidiaries to (1) change its name as it appears in official filings in the jurisdiction of its incorporation or other organization, (2) change its chief executive office or principal place of business, (3) change the type of entity that it is, or (4) change its jurisdiction of incorporation or organization, unless in each case prior written notice (or such later notice as is acceptable to Lender in its reasonable discretion) is given by such Loan Party to Lender. No Loan Credit Party shall change its Fiscal Year without Lxxxxx’s prior written consentYear. (e) Section 10.1 of the Credit Agreement is hereby amended by inserting the following at the end of such section: "For the purpose of Article 1278 and following of the French Civil Code, the Credit Parties agree that upon any novation, whether due to a transfer or otherwise under this Agreement, any and all security and guarantees created by the Loan Documents are hereby and shall be expressly preserved for the benefit of any assignee Lender and the other Lenders; provided, however, no assignments, transfers, hypothecations or other conveyances under this Section 10.01 are intended to act as a novation of any of the rights, benefits, duties or obligations of the respective parties hereto hereunder or under any of the other Loan Documents." (f) Section 11.19 of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following in lieu thereof:

Change of Corporate Name or Location; Change of Fiscal Year. No Loan Credit 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, 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 other organization, or (e) change its state of incorporation or organization, unless in each case (i) without at least thirty (30) days 30 days' prior written notice (or such later notice as is acceptable to Lender in its reasonable discretion) is given by such Loan Party to Lender Agent and Lxxxxx has provided after Agent's written acknowledgment that any reasonable action requested by Lender Agent in connection therewith, including to continue the perfection of any Liens in favor of Lender Agent, on behalf of Agent and Lenders, in any CollateralCollateral 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 (iii) 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 priority of all Liens in favor of Lender is not adversely affectedCollateral, and (iii) any such new location shall be in the continental United StatesStates 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. No Loan Without limiting the generality of the foregoing, no Credit Party shall permit any of its Foreign Subsidiaries to (1) change its name as it appears name, identity or corporate structure in official filings any manner that might make any financing or continuation statement filed in connection herewith seriously misleading within the jurisdiction meaning of its incorporation Section 9-402(7) of the Code or any other organization, (2) change its chief executive office or principal place then applicable provision of business, (3) change the type of entity that it is, or (4) change its jurisdiction of incorporation or organization, unless in each case 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 such later notice as is acceptable to Lender in its reasonable discretion) is given by such Loan Party to Lendertaken. No Loan Credit Party shall change its Fiscal Year without Lxxxxx’s prior written consentunless 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 Loan Party shall, nor shall it permit any of its Domestic Subsidiaries to, (a) change its 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, 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 (i) at least thirty (30) days prior written notice (or such later notice as is acceptable to Lender in its reasonable discretion) is given by such Loan Party to Lender and Lxxxxx Lender has provided written acknowledgment that any reasonable action requested by Lender in connection therewith, including to continue the perfection of any Liens in favor of Lender in any Collateral, has been completed or taken, (ii) the priority of all Liens in favor of Lender is not adversely affected, and (iii) any such new location shall be in the continental United States. No Loan Party shall permit any of its Foreign Subsidiaries to (1) change its name as it appears in official filings in the jurisdiction of its incorporation or other organization, (2) change its chief executive office or principal place of business, (3) change the type of entity that it is, or (4) change its jurisdiction of incorporation or organization, unless in each case prior written notice (or such later notice as is acceptable to Lender in its reasonable discretion) is given by such Loan Party to Lender. No Loan Party shall change its Fiscal Year without LxxxxxLender’s prior written consent.. SMRH:0000-0000-0000.14 -33-

Change of Corporate Name or Location; Change of Fiscal Year. No Loan Such Credit Party shall, nor shall it permit any of its Domestic Subsidiaries to, not (a) change its 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, 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 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 organizationorganization or incorporate or organize in any additional jurisdictions, unless in each case (i) without at least thirty (30) days prior written notice (or such later notice as is acceptable to Lender in its reasonable discretion) is given by such Loan Party to Lender Agent and Lxxxxx has provided after Agent’s written acknowledgment that any reasonable action requested by Lender Agent in connection therewith, including to continue the perfection of any Liens in favor of Lender Agent, on behalf of Lenders, in any Collateral, has been completed or taken, (ii) the priority of all Liens in favor of Lender is not adversely affectedand provided, and (iii) that any such new location shall be in the continental United States, except for new locations established by Schaublin or French Operating Companies which may be in Switzerland or France, as applicable. No Loan Without limiting the foregoing, no Credit Party shall permit cause to be changed its name, identity or corporate structure in any of its Foreign Subsidiaries to (1) change its name manner that might make any financing or continuation statement filed in connection herewith seriously misleading as it appears such term is defined in official filings and/or used in the jurisdiction Code or any other then applicable provision of its incorporation or other organization, (2) change its chief executive office or principal place of business, (3) change the type of entity that it is, or (4) change its jurisdiction of incorporation or organization, unless in each case 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 Lenders, in any Collateral, has been completed or such later notice as is acceptable to Lender in its reasonable discretion) is given by such Loan Party to Lendertaken. No Loan Credit Party shall change its Fiscal Year without Lxxxxx’s prior written consentYear.

Change of Corporate Name or Location; Change of Fiscal Year. No Loan Credit Party shall, nor shall it permit any of its Domestic Subsidiaries to, (a) change its name as it appears in official filings in the state of its incorporation corporate name, or other organization, (b) change its chief executive office, principal place of business, 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 other organization, or (e) change its state of incorporation or organization, unless in each any case (i) without at least thirty (30) days prior written notice (or such later notice as is acceptable to Lender in its reasonable discretion) is given by such Loan Party to Lender Agent and Lxxxxx has provided after Agent's written acknowledgment that any reasonable action requested by Lender Agent in connection therewith, including to continue the perfection of any Liens in favor of Lender Agent, on behalf of Lenders, in any Collateral, has been completed or taken, (ii) the priority of all Liens in favor of Lender is not adversely affected, and (iii) provided that any such new location shall be in the continental United States. No Loan Without limiting the foregoing, no Credit Party shall permit any of its Foreign Subsidiaries to (1) change its name as it appears name, identity or corporate structure in official filings any manner which might make any financing or continuation statement filed in connection herewith seriously misleading within the jurisdiction meaning of its incorporation Section 9- 402(7) of the Code or any other organization, (2) change its chief executive office or principal place then applicable provision of business, (3) change the type of entity that it is, or (4) change its jurisdiction of incorporation or organization, unless in each case 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 Lenders, in any Collateral, has been completed or such later notice as is acceptable to Lender in its reasonable discretion) is given by such Loan Party to Lendertaken. No Loan Credit Party shall change its Fiscal Year without Lxxxxx’s prior written consentYear. 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 transit for not more than three (3) Business Days and (B) consolidate its Inventory located in Northborough, Massachusetts to its warehouse located in Auburn, Massachusetts upon twenty (20) Business Days' notice to Agents.