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, or shall permit any Subsidiary of any Credit Party to, (a) change its name, corporate name or trade name as it appears in official filings in the 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, 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, province, county or other jurisdiction of existence, incorporation or organization, 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 in any Collateral, has been completed or taken, and provided that any such new location shall be in the continental United States, except that any Credit Party or any Subsidiary of any Credit Party may transfer Collateral having value not exceeding $500,000 in the aggregate from any warehouse or location at which such Collateral is held or stored to any warehouse or location in Mexico. Without limiting the foregoing, no Credit Party shall change its 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 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 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 Credit Party shall, or shall permit any Subsidiary of any Credit Party to, (a) change its name, corporate name or trade name as it appears in official filings in the 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, 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, (c) change for the type benefit of entity that it isAgent and Lenders, (d) change its organization identification numberon the Collateral located therein, and if anythe books and records of any Credit Party are located at such location, issued by its state of incorporation such Credit Party shall have delivered a landlord's or other organization, or (e) change its state, province, county or other jurisdiction of existence, incorporation or organizationmortgagee's agreement in form and substance reasonably satisfactory to Agent with respect thereto), in each case without at least 30 days 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 '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 Agent, on behalf of Lenders, in any Collateral, has been completed or taken, and provided that any such new location shall be in the continental United States, except that any Credit Party or any Subsidiary of any Credit Party may transfer Collateral having value not exceeding $500,000 in the aggregate from any warehouse or location at which such Collateral is held or stored to any warehouse or location in Mexico. Without limiting the foregoing, no Credit Party shall change its name, identity or corporate structure in any manner that might make any financing, financing change or continuation statement or other applicable perfection filing made filed 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 then applicable law 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 Agent, on behalf of Lenders, 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 Credit Party shall, or shall permit any Subsidiary of any Credit Party to, (a) change its name, corporate name or trade name as it appears in official filings in the 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, 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, province, county or other jurisdiction of existence, incorporation or organization, in each case without at least 30 15 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 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 continental United States, except that any Credit Party or any Subsidiary of any Credit Party may transfer Collateral having value not exceeding $500,000 same country in the aggregate from any warehouse or location at which such Collateral is held or stored to any warehouse or location in Mexicoas of the Closing Date. Without limiting Notwithstanding the foregoing, no 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 Credit Party shall change its 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 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 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 Credit Party shall, or shall permit any Subsidiary of any Credit Party to, (a) change its corporate name, corporate name or trade name as it appears in official filings in the 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, 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, province, county or other jurisdiction of existence, incorporation or organization, in each any case without at least 30 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 Agent, on behalf of Lenders, in any Collateral, has been completed or taken, and provided that any such new location shall be in the continental United States, except that any Credit Party or any Subsidiary of any Credit Party may transfer Collateral having value not exceeding $500,000 in the aggregate from any warehouse or location at which such Collateral is held or stored to any warehouse or location in Mexico. Without limiting the foregoing, no Credit Party shall change its name, identity or corporate structure in any manner that which might make any financing, financing change or continuation statement or other applicable perfection filing made filed 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 then applicable law 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 Agent, on behalf of Lenders, 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. 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 Credit Party shall, or shall permit any Subsidiary of any Credit Party to, (a) change its name, corporate name or trade name as it appears in official filings in the 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, 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, province, county or other jurisdiction of existence, incorporation or organization, in each case without at least 30 days 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 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, 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 StatesStates of America, except that any Credit Party or any Subsidiary of any Credit Party may transfer Collateral having value not exceeding $500,000 and (ii) with respect to a change in the aggregate from any warehouse or location at which such any Collateral is held or stored 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 warehouse 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 location Eligible Inventory located in Mexicothe 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, financing change or continuation statement or other applicable perfection filing made filed 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 then applicable law 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, or shall permit any Subsidiary of any Credit Party to, change its Fiscal YearYear 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 Credit Party shall, or shall permit any Subsidiary of any Credit Party to, (a) change its name, corporate name or trade name as it appears in official filings in the 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, 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, province, county or other jurisdiction of existence, incorporation or organization, in each case without at least 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 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 continental United States, except that any Credit Party or any Subsidiary of any Credit Party may transfer Collateral having value not exceeding $500,000 same country in the aggregate from any warehouse or location at which such Collateral is held or stored to any warehouse or location in Mexicoas of the Closing Date. Without limiting 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, financing change locations at which Collateral is held 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 stored without prior written notice to Agent and Lenders Agent's acknowledgement and after Agent’s written acknowledgment that without obtaining a landlord agreement or bailee letter prior to such transfer or change, as applicable, if (a) the 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 Agent Agent, on behalf of Lenders, 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. (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 Credit Loan Party shall, or nor shall it permit any Subsidiary of any Credit Party its Domestic Subsidiaries to, (a) change its name, corporate name or trade name as it appears in official filings in the state, province, county or other jurisdiction state 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, 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, province, county or other jurisdiction state of existence, incorporation or organization, unless in each case without (i) at least 30 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 Lender 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 Lender in any Collateral, has been completed or taken, (ii) the priority of all Liens in favor of Lender is not adversely affected, and provided that (iii) any such new location shall be in the continental United States, except that . No Loan Party shall permit any Credit Party or any Subsidiary of any Credit Party may transfer Collateral having value not exceeding $500,000 its Foreign Subsidiaries to (1) change its name as it appears in official filings in the aggregate from any warehouse jurisdiction of its incorporation or location at which 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 Collateral later notice as is held or stored acceptable to any warehouse or location Lender in Mexicoits reasonable discretion) is given by such Loan Party to Lender. Without limiting the foregoing, no Credit No Loan Party shall change its 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 Fiscal Year without Lender’s 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 in any Collateral, has been completed or takenconsent. No Credit Party shall, or shall permit any Subsidiary of any Credit Party to, change its Fiscal Year.SMRH:0000-0000-0000.14 -33-

Change of Corporate Name or Location; Change of Fiscal Year. No Credit Party shall, or shall permit any Subsidiary of any Credit Party to, (a) change its name, corporate name or trade name as it appears in official filings in the 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, 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, province, county or other jurisdiction of existence, incorporation or organization, 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 in any Collateral, has been completed or taken, and provided that any such new location shall be in the continental United States, except that any Credit Party or any Subsidiary of any Credit Party may transfer Collateral having value not exceeding $500,000 in the aggregate from any warehouse or location at which such Collateral is held or stored to any warehouse or location in Mexico. Without limiting the foregoing, no Credit Party shall change its 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 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 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.