Common use of Corporate Changes Clause in Contracts

Corporate Changes. (a) Neither any Loan Party nor any of its Subsidiaries shall change its corporate name, legal form or jurisdiction of formation without ten (10) days’ prior written notice to Agent. (b) Neither any Loan Party nor any of its Subsidiaries shall suffer a Change in Control. (c) Neither any Loan Party nor any of its Subsidiaries shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to Agent; and (ii) such relocation shall be within the continental United States of America. (d) If any Loan Party intends to add any new offices or business locations, including warehouses, containing any portion of such Loan Party’s assets or property valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($500,000), then such Loan Party shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent within forty-five (45) days of such location exceeding such threshold. (e) If any Loan Party intends to deliver any portion of such Loan Party’s assets or property valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($500,000) to a bailee, and Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which such Loan Party intends to deliver the Collateral, then such Loan Party will use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance satisfactory to Agent within forty- five (45) days of such location exceeding such threshold. (f) No Loan Party will, nor will it permit any Subsidiary to, engage to any material extent in any business other than those businesses conducted by such Loan Party and its Subsidiaries on the date hereof or any business reasonably related or incidental thereto or representing a reasonable expansion thereof. (g) Without the prior written consent of Agent, no Loan Party will make, or agree to make, any modification, amendment or waiver of any of the terms or provisions of such Loan Party’s Organizational Documents that is materially adverse to Agent or any of the Lenders.

Corporate Changes. (a) Neither any Loan Party Borrower nor any of its Subsidiaries Subsidiary (other than any Excluded Subsidiary) shall change its corporate name, legal form or jurisdiction of formation without ten twenty (1020) days’ prior written notice to Agentthe Agent (or such other period of notice as the Agent may agree in its sole discretion). (b) Neither any Loan Party Borrower nor any of its Subsidiaries Subsidiary shall suffer permit a Change in ControlControl to occur. (c) Neither any Loan Party Borrower nor any of its Subsidiaries Subsidiary (other than any Excluded Subsidiary) shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to Agentthe Agent (or such other period of notice as the Agent may agree in its sole discretion); and (ii) such relocation shall be within the continental United States of America. (d) If any Loan Party Borrower intends to add any new offices or business locations, including warehouses, containing any portion of such Loan PartyBorrower’s physical assets or property valued, individually or in the aggregate, in excess of Five Hundred Thousand Ten Million Dollars ($500,00010,000,000.00), then such Loan Party Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance reasonably satisfactory to the Agent within forty-five (45it being agreed and understood that commercially reasonable efforts shall not require Borrower to make any economic concessions or cash payments to such landlord other than customary fees for legal or documentation expenses not to exceed Ten Thousand Dollars ($10,000) days of such location exceeding such thresholdin any instance). (e) If any Loan Party Borrower intends to deliver any portion of such Loan PartyBorrower’s physical assets or property valued, individually or in the aggregate, in excess of Five Hundred Thousand Million Dollars ($500,0005,000,000.00) to a bailee, and if the Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which such Loan Party Borrower intends to deliver the Collateral, then such Loan Party will Borrower shall use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance reasonably satisfactory to the Agent within forty- five (45it being agreed and understood that commercially reasonable efforts shall not require Borrower to make any economic concessions or cash payments to such bailee other than customary fees for legal or documentation expenses not to exceed Ten Thousand Dollars ($10,000) days of such location exceeding such threshold. (f) No Loan Party will, nor will it permit any Subsidiary to, engage to any material extent in any business other than those businesses conducted by such Loan Party and its Subsidiaries on the date hereof or any business reasonably related or incidental thereto or representing a reasonable expansion thereofinstance). (g) Without the prior written consent of Agent, no Loan Party will make, or agree to make, any modification, amendment or waiver of any of the terms or provisions of such Loan Party’s Organizational Documents that is materially adverse to Agent or any of the Lenders.

Corporate Changes. (a) Neither any No Loan Party nor any of its Subsidiaries shall change its corporate name, legal form or jurisdiction of formation without ten twenty (1020) days’ prior written notice to Agent. (b) Neither any No Loan Party nor any of its Subsidiaries shall suffer a Change in Control. (c) Neither any No Loan Party nor any of its Subsidiaries shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to Agent; and (ii) (x) to the extent such Loan Party is a Domestic Subsidiary, such relocation shall be within the continental United States of AmericaAmerica and (y) to the extent such Loan Party is not Domestic Subsidiary, such relocation shall be within the country and legal regime of the one in which its chief executive office or its principal place of business was when it became a Loan Party, unless otherwise approved by Agent in its sole discretion. (d) If any Loan Party Borrower intends to add any new offices or business locations, including warehouses, containing any portion of such Loan PartyBorrower’s assets or property valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars $($500,000), then such Loan Party shall use commercially reasonable efforts to Borrower will cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance reasonably satisfactory to Agent within forty-five (45) days of such location exceeding such thresholdAgent. (e) If any Loan Party Borrower intends to deliver any portion of such Loan PartyBorrower’s assets or property valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars $($500,000) to a bailee, and Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which such Loan Party Borrower intends to deliver the Collateral, then such Loan Party Borrower will use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance satisfactory to Agent within forty- five (45) days of such location exceeding such thresholdAgent. (f) No The Borrower will not, and will not permit any Loan Party will, nor will it permit any Subsidiary to, engage to any material extent in any business other than those businesses conducted by such Loan Party the Borrower and its Subsidiaries on the date hereof or any business reasonably related or incidental thereto or representing a reasonable expansion thereof. (g) Without the prior written consent of Agent, no Loan Party will make, or agree to make, any modification, amendment or waiver of any of the terms or provisions of such Loan Party’s Organizational Documents that is materially adverse to Agent or any of the Lenders.

Corporate Changes. (a) Neither any Loan Party Borrower nor any of its Subsidiaries Subsidiary shall change its corporate legal name, legal form or jurisdiction of formation without ten fifteen (1015) days’ prior written notice to Agent. (b) Neither any Loan Party Borrower nor any of its Subsidiaries Subsidiary shall suffer a Change in Control. (c) Neither any Loan Party Borrower nor any of its Subsidiaries Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to Agent; and (ii) other than with respect to Company, COMPASS Pathfinder Holdings, COMPASS Pathfinder Limited, and any other Foreign Subsidiary party hereto from time to time, such relocation shall be within the continental United States of America. (d) If any Loan Party Borrower intends to add any new offices or business locations, including warehouses, containing any portion of such Loan PartyBorrower’s assets or property valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($500,000), then such Loan Party shall use commercially reasonable efforts to Borrower will cause the landlord of any such new offices office or business locationslocation, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent within forty-five (45) days of such location exceeding such thresholdAgent. (e) If any Loan Party Borrower intends to deliver any portion of such Loan PartyBorrower’s assets or property valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($500,000) to a bailee, and Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which such Loan Party Borrower intends to deliver the Collateral, then such Loan Party Borrower will use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance satisfactory to Agent within forty- five (45) days of such location exceeding such thresholdAgent. (f) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, engage to any material extent in any business other than those businesses conducted by such Loan Party the Borrower and its Subsidiaries on the date hereof or any business reasonably related or incidental thereto or representing a reasonable expansion thereof. (g) Without the prior written consent of Agent, no Loan Party will make, or agree to make, any modification, amendment or waiver of any of the terms or provisions of such Loan Party’s Organizational Documents that is materially adverse to Agent or any of the Lenders.

Corporate Changes. (a) Neither any Loan Party Borrower nor any of its Subsidiaries Subsidiary shall change its corporate name, legal form or jurisdiction of formation without ten (10) daysBusiness Days’ prior written notice to Agent. (b) Neither any Loan Party nor any of its Subsidiaries shall suffer a No Change in ControlControl shall have occurred. (c) Neither any Loan Party nor any of its Subsidiaries Borrower shall not relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to Agent; and (ii) such relocation shall be within the continental United States of AmericaAmerica (except in the case of a Foreign Subsidiary). (d) If any Loan Party Borrower intends to add any new offices or business locations, including warehouses, containing any portion of such Loan PartyBorrower’s assets or property valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($500,000), then such Loan Party shall Borrower will use commercially reasonable efforts to cause the landlord of any such new offices or business locationslocations in the United States, including warehouses, to execute and deliver a landlord consent in form and substance reasonably satisfactory to Agent within forty-five (45) days of such location exceeding such thresholdAgent. (e) If any Loan Party Borrower intends to deliver any portion of such Loan PartyBorrower’s assets or property valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($500,000) to a baileebailee (other than a clinical trial site) located in the United States, and Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which such Loan Party Borrower intends to deliver the Collateral, then such Loan Party Borrower will use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance reasonably satisfactory to Agent within forty- five (45) days of such location exceeding such thresholdAgent. (f) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, engage to any material extent in any business other than those businesses conducted by such Loan Party the Borrower and its Subsidiaries on the date hereof or any business reasonably related or incidental thereto or representing a reasonable expansion thereof. (g) Without the prior written consent of Agent, no Loan Party the Borrower will not make, or agree to make, any modification, amendment or waiver of any of the terms or provisions of such Loan PartyBorrower’s Organizational Documents that is materially adverse to Agent or any of the LendersLenders in their capacities as such.

Corporate Changes. (a) Neither any No Loan Party nor or any of its Subsidiaries Subsidiary shall change its corporate name, legal form or jurisdiction of formation without ten (10) days’ prior written notice to Agent. (b) Neither any Loan Party nor any of its Subsidiaries The Borrower shall suffer not suffer, or permit to be suffered, a Change in Control. (c) Neither any No Loan Party nor any of its Subsidiaries shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to Agent; and (ii) such relocation shall be within the continental United States of America. (d) If any Loan Party Borrower intends to add any new offices or business locations, including warehouses, containing any portion of such Loan PartyBorrower’s assets or property valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($500,000), then such Loan Party shall use commercially reasonable efforts to Borrower will cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent within forty-five (45) days of such location exceeding such thresholdAgent. (e) If any Loan Party Borrower intends to deliver any portion of such Loan PartyBorrower’s assets or property valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($500,000) to a bailee, and Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which such Loan Party Borrower intends to deliver the Collateral, then such Loan Party Borrower will use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance satisfactory to Agent within forty- five (45) days of such location exceeding such thresholdAgent. (f) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, engage to any material extent in any business other than those businesses conducted by such Loan Party the Borrower and its Subsidiaries | on the date hereof or any business reasonably related or incidental thereto or representing a reasonable expansion thereof. (g) Without the prior written consent of Agent, no Loan Party will make, or agree to make, any modification, amendment or waiver of any of the terms or provisions of such Loan Party’s Organizational Documents that is materially adverse to Agent or any of the Lenders.

Corporate Changes. (a) Neither any Loan Party Borrower nor any of its Subsidiaries Subsidiary shall change its corporate name, legal form or jurisdiction of formation without ten twenty (1020) days’ prior written notice to Agent. (b) Neither any Loan Party Borrower nor any of its Subsidiaries Subsidiary shall suffer a Change in Control. (c) Neither any Loan Party Borrower nor any of its Subsidiaries Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to Agent; and (ii) such relocation shall be within the continental United States of America. (d) If any Loan Party Borrower intends to add any new offices or business locations, including warehouses, containing any portion of such Loan PartyBorrower’s assets or property valued, individually or in the aggregate, in excess of Five Two Hundred Fifty Thousand Dollars ($500,000250,000), then such Loan Party shall or if any portion of Borrower’s assets or property valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000) is held at any existing office or business location, including warehouses, then, subject to the post-closing period for delivery in Section 7.25, Borrower will use commercially reasonable efforts efforts, unless Agent and such landlord are already parties to a landlord consent governing both the Collateral and the applicable office or business location, cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance reasonably satisfactory to Agent within forty-five (45) days of such location exceeding such thresholdAgent. (e) If any Loan Party Borrower intends to deliver any portion of such Loan PartyBorrower’s assets or property valued, individually or in the aggregate, in excess of Five Two Hundred Fifty Thousand Dollars ($500,000) 250,000), to a bailee, and Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which such Loan Party Borrower intends to deliver the Collateral, then such Loan Party Borrower will use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance reasonably satisfactory to Agent within forty- five (45) days of such location exceeding such thresholdAgent. (f) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, engage to any material extent in any business other than those businesses conducted by such Loan Party the Borrower and its Subsidiaries on the date hereof or any business reasonably related or incidental thereto or representing a reasonable expansion thereof. (g) Without the prior written consent of Agent, no Loan Party the Borrower will not make, or agree to make, any modification, amendment or waiver of any of the terms or provisions of such Loan PartyBorrower’s Organizational Documents that is materially adverse to Agent or any of the Lenders.

Corporate Changes. (a) Neither any No Loan Party nor any of its Subsidiaries shall change its corporate name, legal form or jurisdiction of formation without ten twenty (1020) days’ prior written notice to AgentAgent (or such shorter period as agreed by Agent in its sole discretion). (b) Neither any Loan Party nor any of its Subsidiaries shall suffer a No Change in ControlControl shall have occurred. (c) Neither any No Loan Party nor any of its Subsidiaries shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to Agent; and (ii) to the extent such Loan Party is a Domestic Subsidiary when it becomes a Loan Party, such relocation shall be within the continental United States of America. (d) If any Loan Party Borrower intends to add any new offices or business locationslocations in the United States, including warehouses, containing any portion of such Loan Party’s assets or property that will contain Collateral valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($500,000), then such Loan Party shall Borrower will use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance reasonably satisfactory to Agent within forty-five (45) days of such location exceeding such thresholdAgent. (e) If any Loan Party Borrower intends to deliver any portion of such Loan Party’s assets or property Collateral valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($500,000) to a baileebailee located in the United States, and Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which such Loan Party Borrower intends to deliver the Collateral, then such Loan Party Borrower will use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance reasonably satisfactory to Agent within forty- five (45) days of such location exceeding such thresholdAgent. (f) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, engage to any material extent in any business other than those businesses conducted by such Loan Party the Borrower and its Subsidiaries on the date hereof or any business reasonably related or incidental thereto or representing a reasonable expansion thereof. (g) Without the prior written consent of Agent, no Loan Party ▇▇▇▇▇▇▇▇ will not make, or agree to make, any modification, amendment or waiver of any of the terms or and provisions of such Loan PartyBorrower’s Organizational Documents that is materially adverse to Agent or any of the Lenders. 7.12 Deposit Accounts. (a) Subject to Section 7.26, no Loan Party shall maintain any Deposit Accounts or accounts holding Investment Property (other than (i) Excluded Accounts and (ii) Deposit Accounts or accounts holding Investment Property, the aggregate balance of which do not exceed Five Hundred Thousand Dollars ($500,000) on any day), except with respect to which Agent has an Account Control Agreement. (b) Subsidiaries that are not Loan Parties shall not hold Cash in an aggregate amount greater than or equal to (i) at any time prior to the completion of the Permitted Restructuring, the sum of (A) Two Million Five Hundred Thousand Dollars ($2,500,000) on any day, plus (B) any Cash received as a result of the Permitted Restructuring, and (ii) any time thereafter, Two Hundred Fifty Thousand Dollars ($250,000) on any day. (c) Borrower shall deposit into an account that is subject to an Account Control Agreement any cash collateral securing that certain letter of credit for ▇▇▇▇▇▇▇▇’s leased property at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ upon the termination or release thereof.

Corporate Changes. (al) Neither any Loan Party Borrower nor any of its Subsidiaries Subsidiary (other than any Excluded Subsidiary) shall change its corporate name, legal form or jurisdiction of formation without ten twenty (1020) days’ prior written notice to Agentthe Agent (or such other period of notice as the Agent may agree in its sole discretion). (bm) Neither any Loan Party Borrower nor any of its Subsidiaries Subsidiary shall suffer permit a Change in ControlControl to occur. (cn) Neither any Loan Party Borrower nor any of its Subsidiaries Subsidiary (other than any Excluded Subsidiary) shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to Agentthe Agent (or such other period of notice as the Agent may agree in its sole discretion); and (ii) such relocation shall be within the continental United States of America. (do) If any Loan Party Borrower intends to add any new offices or business locations, including warehouses, containing any portion of such Loan PartyBorrower’s physical assets or property valued, individually or in the aggregate, in excess of Five Hundred Thousand Ten Million Dollars ($500,00010,000,000.00), then such Loan Party Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance reasonably satisfactory to the Agent within forty-five (45it being agreed and understood that commercially reasonable efforts shall not require Borrower to make any economic concessions or cash payments to such landlord other than customary fees for legal or documentation expenses not to exceed Ten Thousand Dollars ($10,000) days of such location exceeding such thresholdin any instance). (ep) If any Loan Party Borrower intends to deliver any portion of such Loan PartyBorrower’s physical assets or property valued, individually or in the aggregate, in excess of Five Hundred Thousand Million Dollars ($500,0005,000,000.00) to a bailee, and if the Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which such Loan Party Borrower intends to deliver the Collateral, then such Loan Party will Borrower shall use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance reasonably satisfactory to the Agent within forty- five (45it being agreed and understood that commercially reasonable efforts shall not require Borrower to make any economic concessions or cash payments to such bailee other than customary fees for legal or documentation expenses not to exceed Ten Thousand Dollars ($10,000) days of such location exceeding such threshold. (f) No Loan Party will, nor will it permit any Subsidiary to, engage to any material extent in any business other than those businesses conducted by such Loan Party and its Subsidiaries on the date hereof or any business reasonably related or incidental thereto or representing a reasonable expansion thereofinstance). (g) Without the prior written consent of Agent, no Loan Party will make, or agree to make, any modification, amendment or waiver of any of the terms or provisions of such Loan Party’s Organizational Documents that is materially adverse to Agent or any of the Lenders.

Corporate Changes. (a) Neither any Loan Party Borrower nor any of its Subsidiaries Subsidiary shall change its corporate name, legal form or jurisdiction of formation without ten twenty (1020) days’ prior written notice to Agent. (b) Neither any Loan Party Borrower nor any of its Subsidiaries Subsidiary shall suffer a Change in Control. (c) Neither any Loan Party Borrower nor any of its Subsidiaries Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to Agent; and (ii) such relocation shall be within the continental United States of America. Neither Borrower nor any Subsidiary shall relocate any item of Collateral (other than (x) sales of Inventory, or dispositions of obsolete or worn out property, in each case in the ordinary course of business, (y) relocations of Equipment having an aggregate value of up to $150,000 in any fiscal year or relocations of Equipment solely for purposes of repair, and (z) relocations of Collateral from a location identified in Section 4(d) and Section 4(e) of the Perfection Certificate (as in effect on the date hereof) to another location identified in Section 4(d) and Section 4(e) of the Perfection Certificate (as in effect on the date hereof)) unless (1) it has provided prompt written notice to Agent, (2) such relocation is within the continental United States of America, and (3) if such relocation is to a third party bailee, it has delivered a bailee agreement (to the extent customary under applicable law) in form and substance reasonably acceptable to Agent. (d) If any Loan Party intends to add any new offices or business locations, including warehouses, containing any portion of such Loan Party’s assets or property valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($500,000), then such Loan Party shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent within forty-five (45) days of such location exceeding such threshold. (e) If any Loan Party intends to deliver any portion of such Loan Party’s assets or property valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($500,000) to a baileeThe Borrower will not, and Agent and such bailee are will not already parties to a bailee agreement governing both the Collateral and the location to which such Loan Party intends to deliver the Collateral, then such Loan Party will use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance satisfactory to Agent within forty- five (45) days of such location exceeding such threshold. (f) No Loan Party will, nor will it permit any Subsidiary to, engage to any material extent in any business other than those businesses conducted by such Loan Party the Borrower and its Subsidiaries on the date hereof or any business reasonably related or incidental thereto or representing a reasonable expansion or development thereof. (ge) Without the prior written consent of Agent, no Loan Party the Borrower will not make, or agree to make, any modification, amendment or waiver of any of the terms or provisions of such Loan PartyBorrower’s Organizational Documents that is materially adverse to Agent or any of the Lenders.

Corporate Changes. (a) Neither any Loan Party nor any materially change its capital structure or the nature of its Subsidiaries business, maintain a place of business or any material assets in any jurisdiction other than Canada or Luxembourg or Germany or any other such jurisdiction as may be approved in writing by the Agent upon the instructions of the Required Lenders, such approval not to be unreasonably withheld (provided that it shall be reasonable for such approval to be withheld if the Agent is unable to obtain a First-Ranking Security Interest in Collateral in such jurisdiction), or enter into any transaction whereby all or a substantial portion of its undertaking, property and assets would become the property of any other Person, whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise; except that at any time when no Default or Event of Default has occurred and is continuing any Company may from time to time do any one or more of the following: change its corporate name; amend its constating documents (provided that such amendment does not directly or indirectly affect its ability to borrow, legal form give security or jurisdiction give Guarantees and does not interfere with or restrict its ability to observe and perform all of formation without ten its obligations under the Loan Documents to which it is a party); amalgamate or merge with any Secured Company; issue shares (10preferred or common) or other equity interests of any Company to any Secured Company; issue shares (preferred or common) or other equity interests of the Borrower to any Person; transfer all or any shares it holds in the capital of any other Company to any Secured Company provided that the Agent continues to hold a First-Ranking Security Interest in such transferred shares; transfer all or any portion of its assets to any Secured Company; or voluntarily dissolve after having transferred all of its assets to any Secured Company; provided that in connection with each such transaction (i) the Borrower has given not less than thirty (30) days’ ' prior written notice thereof (other than any issuance of shares or other equity of the Borrower in respect of which the Borrower shall provide prompt notice after such issuance) to the Agent. , (bii) Neither any Loan Party nor any the Agent continues to hold a First-Ranking Security Interest in the shares or assets which are the subject of its Subsidiaries shall suffer a Change such transaction and in Control. (c) Neither any Loan Party nor any the reasonable opinion of its Subsidiaries shall relocate its chief executive office or its principal place of business unless: (i) it has provided the Agent such security interest is not materially different from the security interest held by the Agent immediately prior written notice to Agentsuch transaction; and (iiiii) such relocation shall be within the continental United States of America. (d) If any Loan Party intends to add any new offices or business locations, including warehouses, containing any portion of such Loan Party’s assets or property valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($500,000), then such Loan Party shall use commercially reasonable efforts to cause the landlord of concurrently with any such new offices action the Borrower shall provide or business locations, cause to be provided to the Agent all additional or replacement items of Security (including warehouses, to execute and deliver a landlord consent legal opinions) as the Agent may reasonably require in form and substance satisfactory to Agent within forty-five (45) days of such location exceeding such threshold. (e) If any Loan Party intends to deliver any portion of such Loan Party’s assets or property valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($500,000) to a bailee, and Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which such Loan Party intends to deliver the Collateral, then such Loan Party will use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance satisfactory to Agent within forty- five (45) days of such location exceeding such threshold. (f) No Loan Party will, nor will it permit any Subsidiary to, engage to any material extent in any business other than those businesses conducted by such Loan Party and its Subsidiaries on the date hereof or any business reasonably related or incidental thereto or representing a reasonable expansion thereof. (g) Without the prior written consent of Agent, no Loan Party will make, or agree to make, any modification, amendment or waiver of any of the terms or provisions of such Loan Party’s Organizational Documents that is materially adverse to Agent or any of the Lenders.connection therewith;

Corporate Changes. (a) Neither any No Loan Party nor any of its Subsidiaries Subsidiary shall change its corporate name, legal form or jurisdiction of formation without ten five (105) daysBusiness Days’ prior written notice to Agent. (b) Neither any No Loan Party nor any of its Subsidiaries Subsidiary (other than any Specified Insurance Subsidiary) shall suffer a Change in Control. (c) Neither any No Loan Party nor any of its Subsidiaries Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to Agent; and (ii) such relocation shall be within the continental United States of America. (d) If any Loan Party intends to add any new offices or business locations, including warehouses, containing any portion of such Loan Party’s assets or property (other than portable electronic equipment) valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($500,000), then such Loan Party shall will use commercially reasonable efforts endeavors to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance reasonably satisfactory to Agent within forty-five (45) days of such location exceeding such thresholdAgent. (e) If any Loan Party intends to deliver any portion of such Loan Party’s assets or property (other than portable electronic equipment) valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($500,000) to a bailee, and Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which such Loan Party intends to deliver the Collateral, then such Loan Party will use commercially reasonable efforts endeavors to cause such bailee to execute and deliver a bailee agreement in form and substance reasonably satisfactory to Agent within forty- five (45) days of such location exceeding such thresholdAgent. (f) No Loan Party will, nor will it permit any Subsidiary to, engage to any material extent in any business other than those businesses conducted by such Loan Party and its Subsidiaries on the date hereof Closing Date or any business businesses that are similar, reasonably related related, corollary, ancillary, complementary or incidental thereto or in support thereof or representing a reasonable expansion or development thereof. (g) Without the prior written consent of Agent, no Loan Party will make, or agree to make, any modification, amendment or waiver of any of the terms or provisions of such Loan Party’s Organizational Documents that is materially adverse to Agent or any of the Lenders.

Corporate Changes. (a) Neither any No Loan Party nor any of its Subsidiaries Subsidiary shall change its corporate name, legal form or jurisdiction of formation without ten twenty (1020) days’ prior written notice to Agent. (b) Neither any No Loan Party nor any of its Subsidiaries Subsidiary shall suffer a Change in Control. (c) Neither any No Loan Party nor any of its Subsidiaries Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to Agent; and (ii) such relocation shall be within the continental United States of America. (d) If any Loan Party intends to add any new offices or business locations, including warehouses, containing any portion of such any Loan Party’s assets or property valued, individually or in the aggregate, in excess of Five Seven Hundred Fifty Thousand Dollars ($500,000750,000), then such Loan Party shall will use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent within forty-five (45) days of such location exceeding such thresholdAgent. (e) If any Loan Party intends to deliver any portion of such any Loan Party’s assets or property valuedmeasured by book value, individually or in the aggregate, in excess of Five Seven Hundred Fifty Thousand Dollars ($500,000750,000) to a bailee, and Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which such Loan Party intends to deliver the Collateral, then such Loan Party will use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance satisfactory to Agent within forty- five (45) days of such location exceeding such thresholdAgent. (f) No Loan Party will, nor will it not permit any Subsidiary to, engage to any material extent in any business other than those businesses conducted by such Loan Party and its Subsidiaries on the date hereof or any business reasonably related or incidental thereto or representing a reasonable expansion thereof. (g) Without the prior written consent of Agent, no Loan Party will make, or agree to make, any modification, amendment or waiver of any of the terms or provisions of such any Loan Party’s Organizational Documents that is materially adverse to Agent or any of the Lenders.

Corporate Changes. (a) Neither any No Loan Party nor or any of its Subsidiaries Subsidiary shall change its corporate name, legal form or jurisdiction of formation without ten (10) days’ prior written notice to Agent. (b) Neither any Loan Party nor any of its Subsidiaries The Borrower shall suffer not suffer, or permit to be suffered, a Change in Control. (c) Neither any No Loan Party nor any of its Subsidiaries shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to Agent; and (ii) such relocation shall be within the continental United States of America. (d) If any Loan Party Borrower intends to add any new offices or business locations, including warehouses, containing any portion of such Loan PartyBorrower’s assets or property valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($500,000), then such Loan Party shall use commercially reasonable efforts to Borrower will cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent within forty-five (45) days of such location exceeding such thresholdAgent. (e) If any Loan Party Borrower intends to deliver any portion of such Loan PartyBorrower’s assets or property valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($500,000) to a bailee, and Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which such Loan Party Borrower intends to deliver the Collateral, then such Loan Party Borrower will use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance satisfactory to Agent within forty- five (45) days of such location exceeding such thresholdAgent. (f) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, engage to any material extent in any business other than those businesses conducted by such Loan Party the Borrower and its Subsidiaries on the date hereof or any business reasonably related or incidental thereto or representing a reasonable expansion thereof. (g) Without the prior written consent of Agent, no Loan Party will make, or agree to make, any modification, amendment or waiver of any of the terms or provisions of such Loan Party’s Organizational Documents that is materially adverse to Agent or any of the Lenders.