Common use of Fundamental Changes and Asset Sales Clause in Contracts

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company must result in the Company as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party; (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of equipment that is obsolete or no longer useful in any meaningful way in its business, (C) enter into licenses of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions that, together with all other Property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year of the Company, does not represent Property with a book value that (1) is greater than 10% of the Consolidated Total Assets of the Company or (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); and (v) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into into, amalgamate or consolidate with any other Person, or permit any other Person to merge into into, amalgamate or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company must result in the Company as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, (D) sell equity interests and assets as described on Schedule 6.03, (E) effect asset sales constituting Sale and Leaseback Transactions permitted by Section 6.10, and (DF) make any other sales, transfers, leases or dispositions thatof assets, the book value of which, together with the book value of all other Property assets of the Company and its Subsidiaries previously leasedsold, sold transferred, leased or disposed of as permitted by this clause (DF) during any Fiscal Year fiscal year of the Company, does not represent Property with a book value that (1) is greater than 10% of the Consolidated Total Assets of the Company or (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); andexceed $75,000,000; (v) any Subsidiary that is not a Loan Party may liquidate or dissolve or merge into another Subsidiary if the Company determines in good faith that such liquidation liquidation, dissolution or dissolution merger is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04and (vi) the Company and its Subsidiaries may consummate the Permitted Corporate Reorganization. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Restatement Effective Date; provided that the Company may change the fiscal year of any acquired Subsidiary to correspond with the basis of the Company’s fiscal year. (d) The Company will not permit any U.S. Loan Party that is a Borrower to have any subsidiary other than a subsidiary organized under the laws of the United States of America or any jurisdiction thereof; provided that a U.S. Loan Party that is a Borrower may have a subsidiary that is not organized under the laws of the United States of America or any jurisdiction thereof as long as such Subsidiary is (x) formed and/or acquired in contemplation of and solely to effect a Permitted Acquisition or (y) acquired in connection with or as the result of a Permitted Acquisition.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other PersonPerson (including, in each case, pursuant to a Division), or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company must result in the Company as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions (including any Originator or SPV pursuant to a Permitted Receivables Transfer so long as the aggregate outstanding amount of all Permitted Securitization Indebtedness shall not at any time exceed the greater of (x) $200,000,000 and (y) 10% of Consolidated Tangible Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition) that, together with all other Property property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year fiscal year of the Company, does not represent Property with a book value that (1) is greater than exceed, as of the time of making such sale, transfer, lease or disposition, 10% of the Consolidated Total Assets (determined as of the Company or (2) is responsible for more than 10% last day of the consolidated net sales most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the Consolidated Net Income of the Company, last fiscal quarter included in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior referred to that quarterin Section 3.04(a); and); (v) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that or (vi) any such merger involving a Person that Subsidiary which is not a wholly owned Loan Party may merge with or consolidate into another Subsidiary immediately prior to such merger shall which is not be permitted unless also permitted by Section 6.04a Loan Party. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, not change its Fiscal Year fiscal year from the basis in effect on the Effective Date. For purposes of this Section 6.03, Treasury Stock to the extent constituting Margin Stock shall be deemed not to be an asset of the Company and its Subsidiaries.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries subsidiaries) (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing: (i) any Person Subsidiary may merge into the Company in a transaction in which the Company is the surviving corporation; (ii) any Subsidiary that is not a Loan Party may merge into a Loan Party any Subsidiary Guarantor in a transaction in which the surviving entity is such Loan Party a Subsidiary Guarantor; (provided that any such merger involving the Company must result in the Company as the surviving entityiii) and any Subsidiary which Guarantor may merge into any other Subsidiary Guarantor; (iv) any Subsidiary that is not a Loan Party may merge into another any other Subsidiary which that is not a Loan Party; (iiiv) any Subsidiary Loan Party may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and the Company or to another Subsidiary Guarantor; (vi) any Subsidiary which that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to the Company or to another Subsidiary which is not a Loan PartySubsidiary; (ivvii) the Company and its the Subsidiaries may (A) sell inventory, and assets that were previously treated as inventory (but are currently in the possession of customers and treated as fixed assets solely for accounting purposes), in the ordinary course of business, (B) effect sales, tradesell worn-ins out or dispositions of equipment that is obsolete or no longer useful in any meaningful way in its business, (C) enter into licenses of technology assets in the ordinary course of business, and (C) grant licenses or sublicenses of intellectual property in the ordinary course of business which do not interfere in any material respect with the ordinary conduct of business of the Company or such Subsidiary, (D) make any other sales, transfers, leases or dispositions other dispositions; provided, that, together with all other Property in the case of this clause (D), (1) such dispositions are for fair market value and on an arm’s-length basis and (2) the aggregate book value of assets disposed of during the term of this Agreement shall not exceed twenty percent (20%) of the Consolidated Tangible Assets of the Company and its the Subsidiaries previously leasedas set forth on the Company’s most recent Financial Statements, sold or disposed of as and (E) enter into sale and leaseback transactions permitted by this clause (D) during any Fiscal Year of the Company, does not represent Property with a book value that (1) is greater than 10% of the Consolidated Total Assets of the Company or (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); andSection 6.10; (vviii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; (ix) any Person may merge into the Company or any Subsidiary in connection with an Acquisition in which the Company or such Subsidiary is the surviving entity; provided that and (x) the Company and the applicable Subsidiaries may consummate the Contemplated Tax Restructuring or any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04portion thereof. (b) The Company will not, and will not permit any of allow its Subsidiaries to, engage principal business to any material extent in be any business other than the businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor and will it not permit any of its Subsidiaries Subsidiary to, change its Fiscal Year fiscal year from the basis in effect on the Effective Datedate of execution of this Agreement.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company must result in the Company as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year fiscal year of the Company, does not represent Property with a book value that (1) is greater than 10% of the Consolidated Total Assets of the Company or (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter)exceed $15,000,000; and (v) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company Borrower must result in the Company Borrower as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used or obsolete equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, (D) sell or otherwise dispose of (1) auction rate securities, (2) any real property and equipment located in Carol Stream, Illinois, (3) any real property located in Willimantic, Connecticut and (D4) any real property located in Richmond, Virginia and (E) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company Borrower and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (DE) during any Fiscal Year fiscal year of the CompanyBorrower, does not represent Property with a book value that exceed five percent (15%) is greater than 10% of the Consolidated Total Assets as of the Company or (2) is responsible for more than 10% most recently ended fiscal quarter of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); andBorrower; (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be and (vi) the Borrower and its Subsidiaries may enter into Sale and Leaseback Transactions permitted unless also permitted by under Section 6.046.10. (b) The Company Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company Borrower will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (iia) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company Borrower must result in the Company Borrower as the surviving entity) and (b) any Subsidiary which that is not a Loan Party may merge into another any other Subsidiary which that is not a Loan Party; (iiia) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and (b) any Subsidiary which that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another any other Subsidiary which that is not a Loan Party; (iv) the Company Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of damaged, obsolete, surplus or used property and equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company Borrower and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year fiscal year of the CompanyBorrower, does not represent Property with a book value exceed $12,500,000; (v) the Borrower and its Subsidiaries may dispose of real property or equipment to the extent that equipment or real property to the extent that (1i) such property is greater than 10% exchanged for credit against the purchase price of the Consolidated Total Assets of the Company similar replacement property or (2ii) is responsible the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (vi) the Borrower and its Subsidiaries may dispose of defaulted accounts receivable for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder collection purposes for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter)fair value; and (vvii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Company Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company Borrower will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective DateDate without the consent of the Administrative Agent, which consent shall not be unreasonably withheld.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or all or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: continuing (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; , (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company must result in the Company as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party; ), (iii) any Loan Party (other than the Company) or any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to to, or otherwise dissolve into, a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company and its Subsidiaries may (A) sell inventory inventory, used or surplus equipment and Permitted Investments in the ordinary course of business and real estate located in Dresden, Germany not currently used in the operation of the Company’s business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, (D) enter into the Chinese Facility Sale and (DE) make any other sales, transfers, leases or dispositions of assets with an aggregate book value that, together with the aggregate book value of all other Property assets of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (DE) during any Fiscal Year fiscal year of the Company, does not represent Property with a book value that (1) is greater than 10exceed 3% of the Consolidated Total Assets (as reflected in the most recent consolidated balance sheet of the Company delivered to the Lenders) or (2) is responsible for more than 10% of as otherwise approved in writing by the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); and Administrative Agent and (v) any Subsidiary (other than a Foreign Subsidiary Borrower or a Material Subsidiary) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto, including semi-conductor application processes. (c) The Company will not, nor will it permit any of its Subsidiaries to, not change its Fiscal Year fiscal year from the basis in effect annual period which ends on the Effective DateSunday closest to October 29 or its fiscal quarters which, during the term of this Agreement, consist of four equal 13 week periods.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company must result in the Company as the surviving entity) ), any Subsidiary which is not a Loan Party may merge into a Pledge Subsidiary in a transaction in which the surviving entity is such Pledge Subsidiary and any Subsidiary which is not a Loan Party may merge with or into another any other Subsidiary which is not a Loan Party; (iii) any Subsidiary Loan Party may sell, transfer, lease or otherwise dispose of its assets to any other Loan Party; (iv) any Loan Party may sell, transfer, lease or otherwise dispose of its assets to any other Subsidiary that is not a Loan Party provided, except as permitted by clauses (v) and (vi) below, that the aggregate book value of the assets subject to such sales, transfers, leases or dispositions during the term of this Agreement shall not exceed the greater of (i) $20,000,000 or (ii) 5.0% of Consolidated Tangible Assets, determined as of the most recent date for which the Company’s Financials have been delivered under Section 5.01 (or, if prior to the date of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)); (v) any Subsidiary which that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another any Subsidiary which that is not a Loan Party; (ivvi) the Company and its Subsidiaries may (A) sell inventory and Permitted Investments in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of intellectual property or technology in the ordinary course of business, and (D) subject to clause (vii) below, make any other sales, transfers, leases or dispositions thatthe book value of which, taken together with the book value of all other Property property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year fiscal year of the Company, does not represent Property with exceed an amount equal to five percent (5%) of Consolidated Tangible Assets (calculated as of the end of the immediately preceding fiscal quarter for which the Company’s Financials were most recently delivered pursuant to Section 5.01(a) or (b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)); (vii) the Company and its Subsidiaries may dispose of a Subsidiary or line of business in a single transaction or series of related transactions, provided that the book value that (1) is greater than 10% of the assets to be divested in connection with such transaction or series of transactions does not exceed an amount equal to twenty-five percent (25%) of Consolidated Total Tangible Assets (calculated as of the Company end of the immediately preceding fiscal quarter for which the Company’s Financials were most recently delivered pursuant to Section 5.01(a) or (2b) is responsible for more than 10% or, if prior to the date of the consolidated net sales or delivery of the Consolidated Net Income first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)); provided further that, at the time of any such disposition (and after giving pro forma effect thereto), the aggregate book value of the assets divested under Section 6.03(a)(vi)(D) and this clause (vii) during the term of this Agreement shall not exceed an amount equal to thirty percent (30%) of Consolidated Tangible Assets (calculated as of the end of the immediately preceding fiscal quarter for which the Company’s Financials were most recently delivered pursuant to Section 5.01(a) or (b) or, in each case, as would be shown in if prior to the consolidated date of the delivery of the first financial statements of to be delivered pursuant to Section 5.01(a) or (b), the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if most recent financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior referred to that quarterin Section 3.04(a)); and (vviii) any Subsidiary that is not a Loan Party or Pledge Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; (ii) (x) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company must result in the Company as the surviving entity) and (y) any Subsidiary which that is not a Loan Party may merge into another Subsidiary which that is not a Loan Party; (iii) (A) the Company or any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and the Company or any Subsidiary (provided that no more than an aggregate amount of $10,000,000 may be sold, transferred, leased or otherwise disposed by Loan Parties during any fiscal year of the Company to Subsidiaries which are not Loan Parties) and (B) any Subsidiary that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which that is not a Loan Party; (iv) the Company and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, and (D) grant discounts or forgive accounts receivable in the ordinary course of business consistent with past practice, (E) dispose of cash and Permitted Investments, (F) make investments permitted hereunder, (G) make Restricted Payments permitted hereunder, (H) grant Liens permitted hereunder, and (I) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (DI) during any Fiscal Year fiscal year of the Company, does not represent Property with exceed $40,000,000; (v) subject to Sections 6.03(a)(i) and 6.03(a)(ii), any Person may merge into another Person to consummate a book value that Permitted Acquisition; (1vi) is greater than 10% of the Consolidated Total Assets of the Company or (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter)any Person may enter into a Sale and Leaseback Transaction permitted under Section 6.10; and (vvii) any Subsidiary that is not a Loan Party (or, in the case of a Subsidiary that is a Loan Party, such Subsidiary, so long as its assets are transferred to a Loan Party upon dissolution or liquidation) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company Borrower must result in the Company Borrower as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease liquidate or otherwise dispose of its assets to another Subsidiary which is not a Loan Partydissolve in connection with such transaction; (iv) the Company sale or liquidation of cash equivalents and the use of cash in the ordinary course to the extent not otherwise prohibited hereunder; (v) the Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is for value in the ordinary course of business consistent with past practice, and may effect sales or other dispositions of obsolete or unused assets that are no longer necessary, useful or productive in any meaningful way in its the ordinary course of the Borrower’s or the applicable Subsidiary’s business, (C) enter into licenses of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company Borrower and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year fiscal year of the CompanyBorrower, does not represent Property with a book value that (1) is greater than 10% of the Consolidated Total Assets of the Company or (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); andexceed $10,000,000; (vvi) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that ; (vii) the Borrower and its Subsidiaries may sell up to 40% in the aggregate of Xxxxx Energy’s Equity Interests in one or more series of public or private offerings so long as (a) no Event of Default is not a wholly owned Subsidiary then outstanding or would result therefrom, and (b) for each of the two fiscal quarters occurring immediately prior to such merger shall not be sale, the Leverage Ratio is less than 2.50 to 1.00; (viii) Sale and Leaseback transactions to the extent permitted unless also pursuant to Section 6.10; and (ix) transactions permitted by Section 6.04Sections 6.04(g) and (h). (b) The Company Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company Borrower will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) (A) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party or in which such surviving entity becomes a Loan Party (provided that any such merger involving the Company Borrower must result in the Company Borrower as the surviving entity) and or (B) any Subsidiary which that is not a Loan Party may merge into another any other Subsidiary which that is not a Loan Party; (iii) (A) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and Party, (B) any Subsidiary which that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which that is not a Loan Party or (C) any Loan Party may sell or transfer property to any other Loan Party; (iv) the Company Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) (i) effect sales, trade-ins or dispositions of used equipment that is for value in the ordinary course of business consistent with past practice or (ii) dispose of obsolete or no longer useful in worn out property, including any meaningful way in its businessinvoluntary loss, damage or destruction of property, (C) enter into licenses of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company Borrower and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year the term of the Companythis Agreement, does not represent Property with a book value that exceed fifteen percent (115%) is greater than 10% of Consolidated Tangible Assets as of the Consolidated Total Assets most recently ended fiscal quarter of the Company or Borrower (2) is responsible for more than 10% as determined as of the consolidated net sales date of such sale, transfer, lease or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarterdisposition); and; (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; provided ; (vi) the Borrower and its Subsidiaries may consummate Permitted Acquisitions; (vii) the Borrower and its Subsidiaries may consummate Sale and Leaseback Transactions that are otherwise permitted by Section 6.01(e) and Section 6.01(d); (viii) the sale or discount, in each case without recourse, of account receivables arising in the ordinary course of but only in connection with the compromise or collection thereof; (ix) to the extent constituting a transfer or disposition, (A) the making of any such merger involving Investment permitted pursuant to Section 6.04 and (B) the creation, incurrence or assumption of any Lien permitted under Section 6.02; (x) the use, transfer or disposition of cash or Permitted Investments in the ordinary course of business and a Person manner that is not prohibited by the terms of this Agreement; and (xi) the Borrower and its applicable Subsidiaries may transfer to any Subsidiary any property acquired pursuant to a wholly owned Subsidiary immediately prior Permitted Acquisition to such merger shall not be permitted unless also permitted by Section 6.04facilitate internal reorganizations. (b) The Company Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company Borrower will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year for GAAP purposes from the basis in effect on the Effective Date, provided, that any Subsidiary subsequently acquired after the Effective Date may change its fiscal year for GAAP purposes to correspond with the Borrower’s fiscal year.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other PersonPerson (including, in each case, pursuant to a Division), or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose Dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company must result in the Company as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose Dispose of its property and assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions other Dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions other Dispositions (including any Originator or SPV pursuant to a Permitted Receivables Transfer so long as the aggregate outstanding amount of all Permitted Securitization Indebtedness shall not at any time exceed the greater of (x) $300,000,000 and (y) 10% of Consolidated Tangible Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other Disposition) that, together with all other Property property of the Company and its Subsidiaries previously leased, sold or disposed otherwise Disposed of as permitted by this clause (D) during any Fiscal Year fiscal year of the Company, does not represent Property with a book value that (1) is greater than exceed, as of the time of making such sale, transfer, lease or other Disposition, 10% of the Consolidated Total Assets (determined as of the Company or (2) is responsible for more than 10% last day of the consolidated net sales most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the Consolidated Net Income of the Company, last fiscal quarter included in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior referred to that quarterin Section 3.04(a); and); (v) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that or (vi) any such merger involving a Person that Subsidiary which is not a wholly owned Loan Party may merge with or consolidate into another Subsidiary immediately prior to such merger shall which is not be permitted unless also permitted by Section 6.04a Loan Party. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, not change its Fiscal Year fiscal year from the basis in effect on the Effective Date. For purposes of this Section 6.03, Treasury Stock to the extent constituting Margin Stock shall be deemed not to be an asset of the Company and its Subsidiaries.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose Dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company Borrower must result in the Company Borrower as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose Dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used, obsolete, worn out or surplus equipment that is obsolete or no longer useful property for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) sell or transfer any property or asset in connection with a Sale and Leaseback Transaction that complies with the requirements of Section 8.10; (D) enter into licenses of technology in the ordinary course of business, and (DE) make any other sales, transfers, leases or dispositions Dispositions that, together with all other Property property of the Company Borrower and its Subsidiaries previously leased, sold or disposed Disposed of as permitted by this clause (DE) during any Fiscal Year fiscal year of the CompanyBorrower, does not represent Property with a book value that exceed the greater of (1x) is greater than 10$5,000,000 and (y) 5% of the Consolidated Total Assets (determined as of the Company or (2) is responsible for more than 10% first Business Day of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarterfiscal year); and (v) any Subsidiary may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.048.04; provided that all Dispositions permitted hereby shall be for fair market value and at least 75% of the consideration paid therefor shall be in cash. (b) The Company will not, and will not permit any of its Subsidiaries to, engage Engage to any material extent in any business other than businesses of the type conducted by the Company Borrower and its Subsidiaries on the date of execution of this Agreement Closing Date and businesses reasonably related thereto. (c) The Company will not, nor will it permit any Change the end of its Subsidiaries to, change its Fiscal Year fiscal year from December 31st without the basis in effect on Administrative Agent's and the Effective DateRequired Lenders' prior written consent.

Fundamental Changes and Asset Sales. (a) The Company Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company Borrower must result in the Company Borrower as the surviving entity) ), and any Subsidiary which that is not a Loan Party may merge with or into another any other Subsidiary which that is not a Loan Party; (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company Borrower and its Subsidiaries may (A) sell inventory inventory, dispose of cash and cash equivalents, lease or sublease interests in real property, dispose of accounts receivable in connection with the collection or compromise thereof, surrender or waive contractual rights or settle, release or surrender contract or tort claims, in each case, in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used or obsolete equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, (D) sell or otherwise dispose of auction rate securities and (DE) make any other sales, transfers, leases or dispositions thatof assets not otherwise permitted under this Section 6.03, the book value of which, together with all other Property property of the Company Borrower and its Subsidiaries previously leased, sold sold, transferred or disposed of as permitted by this clause (DE) during any Fiscal Year fiscal year of the CompanyBorrower, does not represent Property with a book value that exceed fifteen percent (115%) is greater than 10% of the Consolidated Total Assets as of the Company or (2) is responsible for more than 10% most recently ended fiscal quarter of the consolidated net sales or Borrower; provided that the aggregate book value of all of the Consolidated Net Income assets of the CompanyBorrower and its Subsidiaries sold, transferred, leased or disposed of in each case, as would be shown in reliance upon this clause (E) during the consolidated financial statements term of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have this Agreement shall not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior exceed an amount equal to that quarter); and$450,000,000; (v) [Reserved]; (vi) any Subsidiary that is not a Loan Party may (A) liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the LendersLenders and (B) sell, transfer, lease or otherwise dispose of its assets to another Subsidiary that is not a Loan Party; (vii) the Borrower and its Subsidiaries may enter into Sale and Leaseback Transactions permitted under Section 6.10; (viii) the sale or discount or factoring, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the ordinary course of business; and (ix) the Borrower and its Subsidiaries may make Investments permitted by Section 6.04, create, incur or assume any Lien permitted under Section 6.02 and make any Restricted Payments permitted by Section 6.07; provided that any such merger or consolidation involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. (b) The Company Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related related, ancillary or complementary thereto. (c) The Company Borrower will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company must result in the Company as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of obsolete, surplus or used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology and intellectual property in the ordinary course of business, (D) lease, license, sublease, sublicense or co-locate space within real property, the interest of which is owned or held by the Company and/or its Subsidiaries in the ordinary course of business or which would not result in a Material Adverse Effect, (E) sell Receivables and Permitted Receivables Related Assets under Permitted Receivables Financings, (F) to the extent allowable under Section 1031 of the Internal Revenue Code (or comparable or successor provision), exchange like property for use in the ordinary course of the business of the Company and its Subsidiaries taken as a whole; and (DG) sell assets, including any excess real property, in connection with the Supply Chain Optimization Project, (H) sell, in whole or in part, the Equity Interests or assets of Zep Europe B.V. or its Subsidiaries and (I) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (DI) during any Fiscal Year fiscal year of the Company, does not represent Property with a book value that exceed ten percent (110%) is greater than 10% of the Consolidated Total Assets as of the Company or (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income most recently ended fiscal year of the Company; provided that sales, in each caselicenses, leases and such other transactions as would are contemplated by the foregoing clauses (A), (B), (C), (D) and (E) shall be shown in permitted during the consolidated financial statements continuance of a Default or Event of Default until such time as the Company as at shall receive notice from the beginning of the four-quarter period ending with the quarter in which Administrative Agent to cease such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); andtransactions; (v) the Company and its Subsidiaries may enter into Sale and Leaseback Transactions permitted by Section 8.10; (vi) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that , so long as the assets of any such merger involving Subsidiary are transferred to (A) a Person Loan Party, if the Subsidiary to be liquidated or dissolved is a Domestic Subsidiary and (b) any Subsidiary, if the Subsidiary to be liquidated or dissolved is a Foreign Subsidiary; (vii) the Company or any of its Subsidiaries may discontinue any line of business if the Company determines in good faith that such discontinuation is in the best interests of the Company and is not a wholly owned Subsidiary immediately prior materially disadvantageous to such merger shall not be permitted unless also the Lenders. To the extent the Required Lenders waive the provisions of this Section 8.03(a) with respect to the sale, lease, transfer or other disposition of any assets or any assets are sold, leased, transferred or otherwise disposed of as permitted by this Section 6.048.03(a), such assets (unless sold, leased, transferred or otherwise disposed of to a Loan Party) shall be sold, leased, transferred or otherwise disposed of free and clear of the Liens created by the Collateral Documents. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Closing Date; provided that upon not less than thirty (30) days prior written notice to the Administrative Agent, the Company may elect not more than once during the term of this Agreement to change its fiscal year so long as the Company shall deliver (a) all reports, certificates and other deliveries under Section 7.01 with respect to, and all calculations hereunder and under each other Loan Document shall be calculated based on, the fiscal year basis in effect on the Closing Date until the first day of the first full fiscal year under such new basis, and thereafter the Company shall deliver all reports, certificates and other deliveries under Section 7.01 with respect to, and all calculations hereunder and under each other Loan Document shall be calculated based on, such new fiscal year basis and (b) any such additional information reasonably requested by the Administrative Agent in connection with any such change in fiscal year, including, without limitation, reasonable detail describing any reconciliation of any of the reports, certificates, deliveries and calculations described in clause (a) above.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person wholly-owned Subsidiary of the Company may amalgamate or merge with or wind-up into the Company in a transaction in which or any other wholly-owned Subsidiary of the Company is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (Company; provided that (i) any such merger or wind-up involving the Company must result in the Company as the surviving entity, and (ii) and any no Domestic Subsidiary which is not a Loan Party may merge with or wind-up into another a Foreign Subsidiary which if the surviving entity is not a Loan PartyForeign Subsidiary; (ii) any wholly-owned Subsidiary of the Company may amalgamate or merge into a Person acquired pursuant to a Permitted Acquisition permitted by Section 6.04(c); provided that (i) the surviving entity must be a wholly-owned Subsidiary of the Company, and (ii) if the wholly-owned Subsidiary of the Company that merged into such Person is a Domestic Subsidiary, the surviving entity must be a Domestic Subsidiary; (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used, obsolete, worn out or surplus equipment that is obsolete or property or other assets determined to be no longer useful used or useable for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses and leases of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year the term of the Company, this Agreement does not represent Property with a book value that exceed the greater of $100,000,000 and ten percent (110%) is greater than 10% of Consolidated Net Worth at any time; (iv) (A) any Subsidiary may transfer its assets to the Consolidated Total Assets Company or any wholly-owned Subsidiary of the Company in connection with an amalgamation or merger or wind-up permitted pursuant to clause (2i) is responsible for more than 10% of this Section 6.03(a), (B) the consolidated net sales Company or any Subsidiary may transfer its assets to the Company or any Subsidiary Guarantor, and (C) any Canadian Subsidiary may transfer any of its assets to the Consolidated Net Income Canadian Borrower; (v) the Company or any Subsidiary may (A) sell Receivables under Permitted Receivables Facilities (subject to the limitation that the Attributable Receivables Indebtedness thereunder shall not exceed an aggregate amount of the Company$100,000,000), in each case, as would be shown and (B) sell or discount its defaulted Receivables in the consolidated financial statements ordinary course of business and consistent with historical practice; (vi) the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter)any Subsidiary may terminate any Swap Agreement; and (vvii) the Company or any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company enter into any Sale and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person Leaseback Transaction that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by under Section 6.046.10. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company Borrower must result in the Company Borrower as the surviving entity) ), and any Subsidiary which that is not a Loan Party may merge with or into another any other Subsidiary which that is not a Loan Party; (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company Borrower and its Subsidiaries may (A) sell inventory inventory, dispose of cash and cash equivalents, lease or sublease interests in real property, dispose of accounts receivable in connection with the collection or compromise thereof, surrender or waive contractual rights or settle, release or surrender contract or tort claims, in each case, in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used or obsolete equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, (D) sell or otherwise dispose of auction rate securities and (DE) make any other sales, transfers, leases or dispositions thatof assets not otherwise permitted under this Section 6.03, the book value of which, together with all other Property property of the Company Borrower and its Subsidiaries previously leased, sold sold, transferred or disposed of as permitted by this clause (DE) during any Fiscal Year fiscal year of the CompanyBorrower, does not represent Property with a book value that exceed fifteen percent (115%) is greater than 10% of the Consolidated Total Assets (determined as of the Company or (2) is responsible for more than 10% last day of the consolidated net sales most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the Consolidated Net Income of the Company, last fiscal quarter included in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior referred to that quarterin Section 3.04(a)); andprovided that the aggregate book value of all of the assets of the Borrower and its Subsidiaries sold, transferred, leased or disposed of in reliance upon this clause (E) during the term of this Agreement shall not exceed an amount equal to $450,000,000; (v) [Reserved]; (vi) any Subsidiary that is not a Loan Party may (A) liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the LendersLenders and (B) sell, transfer, lease or otherwise dispose of its assets to another Subsidiary that is not a Loan Party; (vii) the Borrower and its Subsidiaries may enter into Sale and Leaseback Transactions permitted under Section 6.10; (viii) the sale or discount or factoring, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the ordinary course of business; and (ix) the Borrower and its Subsidiaries may make Investments permitted by Section 6.04, create, incur or assume any Lien permitted under Section 6.02 and make any Restricted Payments permitted by Section 6.07; provided that any such merger or consolidation involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. (ba) The Company Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company Borrower and its Subsidiaries (taken as a whole) on the date of execution of this Agreement and businesses reasonably related theretorelated, ancillary, similar, complementary or synergistic thereto or reasonable extensions, development or expansion thereof. (cb) The Company Borrower will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) any Subsidiary may merge into any Person that either is a Loan Party in Subsidiary, or becomes a Subsidiary as a result of such transaction in which the surviving entity is such Loan Party (provided that any such merger involving a Subsidiary that is a Loan Party must result in such Loan Party as the Company surviving entity and any such merger involving the Borrower must result in the Company Borrower as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iiiA) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party; (B) any Loan Party and may sell, transfer, lease or otherwise dispose of its assets to another Loan Party; (C) any Subsidiary which that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another any Domestic Subsidiary; and (D) any Foreign Subsidiary which is not a Loan Partymay sell, transfer, lease or otherwise dispose of its assets to any other Foreign Subsidiary; (iv) the Company Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company Borrower and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year fiscal year of the CompanyBorrower, does not represent Property with a book value that (1) is greater than exceed 10% of the Consolidated Total Assets (calculated as of the Company most recently ended fiscal quarter and determined at the time of the incurrence of such Indebtedness by reference to the Borrower’s financial statements most recently delivered pursuant to Section 5.01(a) or (2b) is responsible for more than 10% or, if prior to the date of the consolidated net sales or delivery of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated first financial statements of to be delivered pursuant to Section 5.01(a) or (b), the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if most recent financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior referred to that quarterin Section 3.04(a)); and (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Company Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than (i) businesses of the type conducted by the Company Borrower, the Target and its Subsidiaries their respective subsidiaries on the date of execution of this Agreement Agreement, (ii) other technology-related businesses, and (iii) businesses reasonably related theretoto clauses (i) or (ii). (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person (including any Subsidiary) may merge into the Company in a transaction in which the Company is the surviving corporation; (ii) (a) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company must result in the Company as the surviving entity) and (b) any Subsidiary which that is not a Loan Party may merge into another any other Subsidiary which that is not a Loan Party; (iiia) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and (b) any Subsidiary which that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another any other Subsidiary which that is not a Loan Party; (iv) the Foundry Park Subsidiary may amend, renew and replace the MeadWestvaco Lease; (v) the Company and its Subsidiaries may (A) sell inventory and Permitted Investments in the ordinary course of business, (B) effect sales, trade-ins or dispositions of equipment that is obsolete obsolete, surplus or no longer useful used property for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, (D) lease, license, sublease, sublicense or co-locate space within real property, the interest of which is owned or held by the Company and/or its Subsidiaries, (E) sell, transfer, lease, donate or otherwise dispose of the Excluded Real Property, (F) in order to resolve disputes that occur in the ordinary course of business, discount or otherwise compromise for less than the face value thereof, notes or accounts receivables, (G) sell or dispose of shares of Equity Interests of any Subsidiary in order to qualify members of the governing body of such Subsidiary as required by applicable law, and (DH) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (DH) during any Fiscal Year fiscal year of the Company, does not represent Property with a book value that (1) is greater than 10exceed 5% of the Consolidated Total Assets of the Company or (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Tangible Net Income of the Company, in each case, as would be shown in the consolidated financial statements Worth of the Company as at the beginning of the four-quarter period ending with most recently completed fiscal year of the quarter in which such determination is made Company; (or if financial statements have not been delivered hereunder for that quarter which begins vi) the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter)Company and its Subsidiaries may enter into Sale and Leaseback Transactions permitted by Section 6.10; and (vvii) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company must result in the Company as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year fiscal year of the Company, does not represent Property with a book value that (1) is greater than exceed 10% of the Consolidated Total Assets (determined as of the Company or (2) is responsible for more than 10% end of the consolidated net sales or of the Consolidated Net Income most recently completed fiscal quarter of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); and; (v) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that ; (vi) so long as no Default has occurred and is then continuing or would arise after giving effect (including pro forma effect) thereto, the Company and its Subsidiaries may consummate the partial sale of the superconducting wire business of Bruker BioSpin GmbH, EAS European Advanced Superconductors Verwaltungs GmbH, EAS European Advanced Superconductors GmbH & Co. KG and EHTS European High Temperature Superconductors GmbH & Co. KG; (vii) any such merger involving a Person that Subsidiary which is not a wholly owned Loan Party may merge with or consolidate into another Subsidiary immediately prior to such merger shall which is not be permitted unless also permitted by Section 6.04a Loan Party; or (viii) the Company and its Subsidiaries may enter into Permitted Tax Restructuring Transactions. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other PersonPerson (including, in each case, pursuant to a Division), or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose Dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company must result in the Company as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose Dispose of its property and assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions other Dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions other Dispositions (including any Originator or SPV pursuant to a Permitted Receivables Transfer so long as the aggregate outstanding amount of all Permitted Securitization Indebtedness shall not at any time exceed the greater of (x) $300,000,000 and (y) 10% of Consolidated Tangible Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other Disposition) that, together with all other Property property of the Company and its Subsidiaries previously leased, sold or disposed otherwise Disposed of as permitted by this clause (D) during any Fiscal Year fiscal year of the Company, does not represent Property with a book value that (1) is greater than exceed, as of the time of making such sale, transfer, lease or other Disposition, 10% of the Consolidated Total Assets (determined as of the Company or (2) is responsible for more than 10% last day of the consolidated net sales most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the Consolidated Net Income of the Company, last fiscal quarter included in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior referred to that quarterin Section 3.04(a); and); (v) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that or (vi) any such merger involving a Person that Subsidiary which is not a wholly owned Loan Party may merge with or consolidate into another Subsidiary immediately prior to such merger shall which is not be permitted unless also permitted by Section 6.04a Loan Party. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on 115 the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, not change its Fiscal Year fiscal year from the basis in effect on the Effective Date. 116 For purposes of this Section 6.03, Treasury Stock to the extent constituting Margin Stock shall be deemed not to be an asset of the Company and its Subsidiaries.

Fundamental Changes and Asset Sales. (a) The Company Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (another Subsidiary; provided that any such merger involving a Loan Party must result in such Loan Party as the Company surviving entity; provided further that any such merger involving the Borrower must result in the Company Borrower as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party; (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and Party; (iv) any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Partyif permitted under Section 6.04; (ivv) the Company Borrower and its Subsidiaries may may: (A) sell or license inventory or trademarks, copyrights, patents and other intellectual property in the ordinary course of business, ; (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its business, the ordinary course of business consistent with past practice; (C) enter into licenses of technology in the ordinary course of business; (D) enter into leases or allow the occupancy or sub-leasing of real property in the ordinary course of business; (E) effect sales or discounts, in the ordinary course of business, of overdue accounts receivable arising in the ordinary course of business, in connection with the compromise or collection thereof; (F) effect sales or discounts of accounts receivable to a third party financing source pursuant to a receivables purchase and accelerated payment arrangement in an aggregate amount not to exceed $25,000,000 during any fiscal quarter of the Borrower; (G) permit transfers of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and permit transfers of properties that have been subject to a casualty to the respective insurer of such property as part of an insurance settlement; (DH) incur Liens expressly permitted by Section 6.02; (I) make Restricted Payments expressly permitted by Section 6.07; and (J) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company Borrower and its Subsidiaries previously leasedsold, sold transferred, leased or disposed of as permitted by this clause (D) during any Fiscal Year fiscal year of the Company, Borrower on an aggregate basis does not represent Property with a book value that exceed any of the following limitations: (1) is greater than 10% the fair market value of the assets being sold, transferred, leased or disposed of does not exceed the greater of (x) $200,000,000 and (y) ten percent (10%) of Consolidated Total Assets (calculated as of the Company end of the immediately preceding fiscal quarter for which the Borrower’s financial statements were most recently delivered pursuant to Section 5.01(a) or (b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)), (2) is responsible the amount of Consolidated EBITDA attributable to the assets sold, transferred, leased or disposed of shall not exceed ten percent (10%) of Consolidated EBITDA (in each case for more than 10% the period of four consecutive fiscal quarters most recently ended and calculated as of the consolidated net sales or end of the Consolidated Net Income immediately preceding fiscal quarter for which the Borrower’s financial statements were most recently delivered pursuant to Section 5.01(a) or (b) or, if prior to the date of the Companydelivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)); provided that in no event shall the Consolidated EBITDA attributable to the assets sold, transferred, leased or disposed of in any period of two consecutive fiscal years exceed fifteen percent (15%) of Consolidated EBITDA (as so calculated) or (3) the amount of consolidated revenues of the Borrower and its Subsidiaries attributable to the assets sold, transferred, leased or disposed of shall not exceed ten percent (10%) of consolidated revenues of the Borrower and its Subsidiaries (in each case, case for the period of four consecutive fiscal quarters most recently ended and calculated as would be shown in of the consolidated end of the immediately preceding fiscal quarter for which the Borrower’s financial statements most recently delivered pursuant to Section 5.01(a) or (b) or, if prior to the date of the Company as at the beginning delivery of the four-quarter period ending with the quarter in which such determination is made (or if first financial statements have not been to be delivered hereunder for that quarter which begins pursuant to Section 5.01(a) or (b), the four quarter period, then the most recent financial statements delivered hereunder for the quarter ending immediately prior referred to that quarterin Section 3.04(a); and). (vvi) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Company Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than (i) businesses of the type conducted by the Company Borrower and its Subsidiaries on the date of execution of this Agreement Agreement. (ii) similar businesses and (iii) other businesses reasonably related theretoto the foregoing. (c) The Company Borrower will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, (x) the Borrower or any Subsidiary may sell Receivables under (i) Permitted Receivables Facilities (subject to the limitation that the Attributable Receivables Indebtedness thereunder shall not exceed an aggregate amount of $400,000,000) and (ii) A/R Purchase Programs; and (y) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company Borrower must result in the Company Borrower as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) sell or lease storage or pipeline capacity in the ordinary course of business, (C) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (CD) enter into licenses of technology in the ordinary course of business, and (E) in addition to clauses (A) through (D) above, make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company Borrower and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (DE) during at any Fiscal Year of time after the CompanyRestatement Effective Date, does not represent Property with a book value that (1) is greater than 10% of the Consolidated Total Assets of the Company or (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); andexceed $150,000,000; (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; provided that ; (vi) any such merger involving a Person Subsidiary that is not a wholly owned Loan Party may merge into any Subsidiary immediately prior that is not a Loan Party; and (vii) the Borrower and the Subsidiaries may engage in any transactions constituting Restricted Payments to the extent permitted under Section 6.07. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, at the request of the Required Lenders, shall by notice to the Borrower direct the Borrower to cause any Receivables Entity to exercise any voluntary option available to such merger Receivables Entity under the applicable Permitted Receivables Facility to terminate such Permitted Receivables Facility and the Borrower shall, upon receipt of such direction, cause such Receivables Entity to exercise such option and cause the Receivables Entity to, to the extent required thereunder in connection with the exercise of such option, repurchase all purchase interests in any Receivables or take such other actions, in each case, in accordance with the terms of the Permitted Receivables Facility Document. The Administrative Agent shall provide concurrent notice to the administrative agent under the applicable Permitted Receivables Facility of any direction delivered to the Borrower pursuant to the foregoing sentence (provided that the Administrative Agent shall not be permitted unless also permitted by Section 6.04liable to such administrative agent or any securitization lender or purchaser for failure to provide such notice). (b) The Company Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company Borrower will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Restatement Effective Date.

Fundamental Changes and Asset Sales. (a) The Parent and the Company each will not, and will not permit any Material Subsidiary or any other Loan Party to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its the Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which such Loan Party is the surviving corporation; (ii) any Loan Party or Material Subsidiary may merge into any other wholly-owned Subsidiary in a transaction in which the surviving entity is such a Loan Party (provided that any such merger involving the Parent or the Company must result in the Company Parent or the Company, as the case may be, as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Loan Party or Material Subsidiary may (A) sell, transfer, lease or otherwise dispose of its assets to any other wholly-owned Subsidiary, provided that if a Loan Party, such assets shall be sold, transferred, leased or otherwise disposed to another Loan Party and (B) liquidate or dissolve so long as the assets of such Loan Party or Material Subsidiary thereafter are distributed to any Subsidiary which is not other wholly-owned Subsidiary, provided that if a Loan Party may sellParty, transfer, lease or otherwise dispose of its such assets shall be distributed to another Subsidiary which is not a Loan Party; (iv) the Company and its Subsidiaries any Material Subsidiary or any other Loan Party may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of obsolete, used or redundant equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, (D) effect sales or trade-ins of assets in exchange for comparable or superior type, value or quality assets, and (DE) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company and its Subsidiaries any Material Subsidiary or any other Loan Party previously leasedsold, sold transferred, leased or disposed of as permitted by this clause (DE) during any Fiscal Year fiscal year of the Company, does not represent Property with a book value that exceed $50,000,000; (1v) is greater than 10% the Company and any Material Subsidiary or any other Loan Party may abandon or dispose of any trademark, tradenames, copyrights, patents and other intellectual property rights not material to the business of the Consolidated Total Assets of Group (taken as a whole); (vi) the Company and any Material Subsidiary or any other Loan Party may sell, transfer, lease or otherwise dispose of shop premises in the ordinary course of business; (vii) the Company and any Material Subsidiary or any other Loan Party may sell, transfer or otherwise dispose of any cash or cash equivalent investments; (viii) the Company and any Material Subsidiary or any other Loan Party may sell, transfer or otherwise dispose of (A) shares pursuant to management of employee share purchase plans or (2B) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, shares held in each case, as would be shown in the consolidated financial statements of treasury; (ix) the Company as at and any Material Subsidiary or any other Loan Party may sell, transfer, lease or otherwise dispose of any assets constituting the beginning payment of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior any Restricted Payment permitted pursuant to that quarter)Section 6.06; and (vx) the Company and any Material Subsidiary or any other Loan Party may sell, transfer, lease or otherwise dispose of any Receivables or any other receivables in connection with any Permitted Securitization; (xi) any Subsidiary (other than the Company) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; (xii) the Company and any Material Subsidiary or any other Loan Party may consummate the Piercing Pagoda Disposition and any sale, transfer, lease or other disposition in connection therewith; provided that and (xiii) the Company and any such merger involving a Person that Material Subsidiary or any other Loan Party may sell, transfer, lease or otherwise dispose of any assets so long as no Event of Default has occurred and is not a wholly owned Subsidiary immediately continuing prior to such merger shall sale, transfer, lease or disposition or would arise after giving effect thereto; provided the Company and any Material Subsidiary or any other Loan Party may sell, transfer, lease or otherwise dispose of any assets, whether or not be permitted unless also permitted by Section 6.04an Event of Default has occurred and is continuing, if no Loans are outstanding at the time of such sale, transfer, lease or other disposition and the LC Exposure at such time is less than or equal to $10,000,000. (b) The Parent and the Company each will not, and will not permit any of its Subsidiaries Material Subsidiary or any other Loan Party to, engage to any material extent in any business other than businesses of the type conducted by the Company and its the Material Subsidiaries and other Loan Parties on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or all or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: continuing (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; , (ii) any Subsidiary may merge into another Subsidiary; provided that in the case of any merger involving a Loan Party such merger must result in a transaction in which Loan Party as the surviving entity is such Loan Party (provided that and any such merger involving the Company must result in the Company as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party; ), (iii) any Loan Party and any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a another Loan Party and any Subsidiary which that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; any other Subsidiary, (iv) any Loan Party and any Subsidiary may dispose of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection and not for the purpose of any bulk sale or securitization transaction, (v) any Loan Party may make charitable donations in the ordinary course of business in accordance with past practice, (vi) the Company and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses dispose of technology assets in connection with the leasing, subleasing or licensing of real or personal property (including intellectual property) in the ordinary course of business, (D) enter into Sale and Leaseback Transactions permitted by Section 6.09, (E) sell, transfer, lease or otherwise dispose of its assets in connection with any Liens permitted under Section 6.02 or with any investments permitted under Section 6.04, (F) sell, transfer, lease or otherwise dispose of its assets to any joint venture so long as such disposition is an investment permitted under Section 6.04 and (DG) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (DG) during any Fiscal Year fiscal year of the Company, does not represent Property with a book value that (1) is greater than exceed 10% of the Consolidated Total Assets (as reflected in the most recent consolidated balance sheet of the Company or delivered pursuant to Section 5.01) and (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); and (vvii) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto, including any environmental cleaning solutions business or line of business that owns or develops related technology. (c) The Company will not, nor and will it not permit any of its Subsidiaries to, change the basis of its Fiscal Year fiscal year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a excluding Sale and Leaseback TransactionTransactions permitted under Section 6.10), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) any Subsidiary Subsidiary, or any Person acquired in a Permitted Acquisition, may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company Borrower must result in the Company Borrower as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iiiA) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and (B) any Subsidiary which that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another any other Subsidiary which that is not a Loan Party; (iv) the Company Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company Borrower and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year fiscal year of the CompanyBorrower, does not represent Property with a book value that exceed ten percent (110%) is greater than 10% of the Consolidated Total Assets (determined as of the Company or (2) is responsible for more than 10% end of the consolidated net sales or most recently completed fiscal quarter of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarterBorrower); and (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Company Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company Borrower will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (ai) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or all or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: continuing (ia) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; , provided that, if a Subsidiary merges into the Company, the Company shall be the surviving corporation, (iib) any Subsidiary may merge into another Subsidiary, provided that in the case of any merger involving a Loan Transaction Party such merger must result in a transaction in which Transaction Party as the surviving entity is such Loan Party (provided that and any such merger involving the Company must result in the Company as the surviving entity), (c) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party; (iii1) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Transaction Party may sell, transfer, lease or otherwise dispose of its assets to another Transaction Party, (2) any Subsidiary which that is not a Loan Party; Transaction Party may sell, transfer, lease or otherwise dispose of its assets to any other Subsidiary, (ivd) the Company and its Subsidiaries or any Subsidiary may (A1) sell inventory in the ordinary course of business, (B2) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C3) enter into licenses of technology in the ordinary course of business, (4) enter into Sale and Leaseback Transactions permitted by paragraph 6J, and (D5) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D5) during any Fiscal Year fiscal year of the Company, does not represent Property with a book value that (1) is greater than 10exceed 5% of the Consolidated Total Assets (as reflected in the most recent consolidated balance sheet of the Company or (2) is responsible for more than 10% of delivered to the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarterSignificant Holders); and and (ve) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the LendersPrudential or any holder of a Shelf Note; provided that any such merger involving a Person that is not a wholly owned Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.paragraph 6E. (bii) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (ciii) The Company will not, nor and will it not permit any of its Subsidiaries to, change the basis of its Fiscal Year fiscal year from the basis in effect on the Effective Datedate of this Agreement.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company must result in the Company as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of obsolete, surplus or used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology and intellectual property in the ordinary course of business, (D) lease, license, sublease, sublicense or co-locate space within real property, the interest of which is owned or held by the Company and/or its Subsidiaries in the ordinary course of business or which would not result in a Material Adverse Effect, (E) sell the Brockton Property and the Lancaster Property, (F) sell Receivables and Permitted Receivables Related Assets under Permitted Receivables Financings (subject to the limitation that the aggregate Receivables subject to all Permitted Receivables Financings shall not exceed fifteen percent (15%) of Consolidated Total Receivables), (G) to the extent allowable under Section 1031 of the Code (or comparable or successor provision), exchange like property for use in the ordinary course of the business of the Company and its Subsidiaries taken as a whole; and (DH) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (DH) during any Fiscal Year fiscal year of the Company, does not represent Property with a book value that exceed ten percent (110%) is greater than 10% of the Consolidated Total Assets as of the Company or (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income most recently ended fiscal year of the Company; provided that sales, in each caselicenses, leases and such other transactions as would are contemplated by the foregoing clauses (A), (B), (C), (D) and (F) shall be shown in permitted during the consolidated financial statements continuance of a Default until such time as the Company as at shall receive notice from the beginning of the four-quarter period ending with the quarter in which Administrative Agent to cease such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); andtransactions; (v) the Company and its Subsidiaries may enter into Sale and Leaseback Transactions permitted by Section 6.10; (vi) (A) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the LendersLenders and (B) Acuity Enterprise, Inc., may liquidate or dissolve in connection with the termination of certain Existing Indebtedness; provided and (vii) the Company or any of its Subsidiaries may discontinue any line of business if the Company determines in good faith that any such merger involving a Person that discontinuation is in the best interests of the Company and is not a wholly owned Subsidiary immediately prior materially disadvantageous to such merger shall not be permitted unless also the Lenders. To the extent the Required Lenders waive the provisions of this Section 6.03(a) with respect to the sale, lease, transfer or other disposition of any assets or any assets are sold, leased, transferred or otherwise disposed of as permitted by this Section 6.046.03(a), such assets (unless sold, leased, transferred or otherwise disposed of to a Loan Party) shall be sold, leased, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Date; provided that upon not less than thirty (30) days prior written notice to the Administrative Agent, the Company may elect not more than once during the term of this Agreement to change its fiscal year so long as the Company shall deliver (i) all reports, certificates and other deliveries under Section 5.01 with respect to, and all calculations hereunder and under each other Loan Document shall be calculated based on, the fiscal year basis in effect on the Effective Date until the first day of the first full fiscal year under such new basis, and thereafter the Company shall deliver all reports, certificates and other deliveries under Section 5.01 with respect to, and all calculations hereunder and under each other Loan Document shall be calculated based on, such new fiscal year basis and (ii) any such additional information reasonably requested by the Administrative Agent in connection with any such change in fiscal year, including, without limitation, reasonable detail describing any reconciliation of any of the reports, certificates, deliveries and calculations described in clause (i) above.

Fundamental Changes and Asset Sales. (a) The Company Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, (x) the Borrower or any Subsidiary may sell Receivables under (i) Permitted Receivables Facilities (subject to the limitation that the Attributable Receivables Indebtedness thereunder shall not exceed an aggregate amount of $400,000,000) and (ii) A/R Purchase Programs; and (y) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company Borrower must result in the Company Borrower as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) sell or lease storage or pipeline capacity in the ordinary course of business, (C) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (CD) enter into licenses of technology in the ordinary course of business, and (E) in addition to clauses (A) through (D) above, make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company Borrower and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (DE) during at any Fiscal Year of time after the CompanyRestatement Effective Date, does not represent Property with a book value that (1) is greater than 10% of the Consolidated Total Assets of the Company or (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); andexceed $100,000,000; (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; provided that ; (vi) any such merger involving a Person Subsidiary that is not a wholly owned Loan Party may merge into any Subsidiary immediately prior that is not a Loan Party; and (vii) the Borrower and the Subsidiaries may engage in any transactions constituting Restricted Payments to the extent permitted under Section 6.07. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, at the request of the Required Lenders, shall by notice to the Borrower direct the Borrower to cause any Receivables Entity to exercise any voluntary option available to such merger Receivables Entity under the applicable Permitted Receivables Facility to terminate such Permitted Receivables Facility and the Borrower shall, upon receipt of such direction, cause such Receivables Entity to exercise such option and cause the Receivables Entity to, to the extent required thereunder in connection with the exercise of such option, repurchase all purchase interests in any Receivables or take such other actions, in each case, in accordance with the terms of the Permitted Receivables Facility Document. The Administrative Agent shall provide concurrent notice to the administrative agent under the applicable Permitted Receivables Facility of any direction delivered to the Borrower pursuant to the foregoing sentence (provided that the Administrative Agent shall not be permitted unless also permitted by Section 6.04liable to such administrative agent or any securitization lender or purchaser for failure to provide such notice). (b) The Company Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company Borrower will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Restatement Effective Date.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into into, amalgamate or consolidate with any other Person, or permit any other Person to merge into into, amalgamate or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company must result in the Company as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, (D) sell equity interests and assets as described on Schedule 6.03, and (DE) make any other sales, transfers, leases or dispositions thatof assets, the book value of which, together with the book value of all other Property assets of the Company and its Subsidiaries previously leasedsold, sold transferred, leased or disposed of as permitted by this clause (DE) during any Fiscal Year fiscal year of the Company, does not represent Property with a book value that (1) is greater than 10% of the Consolidated Total Assets of the Company or (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); andexceed $75,000,000; (v) any Subsidiary that is not a Loan Party may liquidate or dissolve or merge into another Subsidiary if the Company determines in good faith that such liquidation liquidation, dissolution or dissolution merger is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04and (vi) the Company and its Subsidiaries may consummate the Permitted Corporate Reorganization. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Restatement Effective Date; provided that the Company may change the fiscal year of any acquired Subsidiary to correspond with the basis of the Company’s fiscal year. (d) The Company will not permit any U.S. Loan Party that is a Borrower to have any subsidiary other than a subsidiary organized under the laws of the United States of America or any jurisdiction thereof; provided that a U.S. Loan Party that is a Borrower may have a subsidiary that is not organized under the laws of the United States of America or any jurisdiction thereof as long as such Subsidiary is (x) formed and/or acquired in contemplation of and solely to effect a Permitted Acquisition or (y) acquired in connection with or as the result of a Permitted Acquisition.

Fundamental Changes and Asset Sales. (a) The Company Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) (A) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party or in which such surviving entity becomes a Loan Party (provided that any such merger involving the Company Borrower must result in the Company Borrower as the surviving entity) and or (B) any Subsidiary which that is not a Loan Party may merge into another any other Subsidiary which that is not a Loan Party; (iii) (A) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and Party, (B) any Subsidiary which that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which that is not a Loan Party or (C) any Loan Party may sell or transfer property to any other Loan Party; (iv) the Company Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) (i) effect sales, trade-ins or dispositions of used equipment that is for value in the ordinary course of business consistent with past practice or (ii) dispose of obsolete or no longer useful in worn out property, including any meaningful way in its businessinvoluntary loss, damage or destruction of property, (C) enter into licenses of technology in the ordinary course of businessbusiness (including, intercompany licensing of intellectual property between the Borrower and any Subsidiary and between Subsidiaries in connection with cost-sharing arrangements, distribution, marketing, make-sell or other similar arrangements), and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company Borrower and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year the term of the Companythis Agreement, does not represent Property with a book value that exceed fifteen percent (115%) is greater than 10% of Consolidated Tangible Assets as of the Consolidated Total Assets most recently ended fiscal quarter of the Company or Borrower (2) is responsible for more than 10% as determined as of the consolidated net sales date of such sale, transfer, lease or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarterdisposition); and; (v) (A) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; provided Lenders and (B) any Subsidiary that is a Loan Party may liquidate or dissolve to faciliate internal reorganizations; (vi) the Borrower and its Subsidiaries may consummate Permitted Acquisitions; (vii) the Borrower and its Subsidiaries may consummate Sale and Leaseback Transactions that are otherwise permitted by Section 6.01(e) and Section 6.02(d); (viii) the sale or discount, in each case without recourse, of account receivables arising in the ordinary course of but only in connection with the compromise or collection thereof; (ix) to the extent constituting a transfer or disposition, (A) the making of any such merger involving Investment permitted pursuant to Section 6.04 and (B) the creation, incurrence or assumption of any Lien permitted under Section 6.02; (x) the use, transfer or disposition of cash or Permitted Investments in the ordinary course of business and a Person manner that is not prohibited by the terms of this Agreement; and (xi) the Borrower and its applicable Subsidiaries may transfer to any Subsidiary any property acquired pursuant to a wholly owned Subsidiary immediately prior Permitted Acquisition to such merger shall not be permitted unless also permitted by Section 6.04facilitate internal reorganizations. (b) The Company Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company Borrower will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year for GAAP purposes from the basis in effect on the Effective Date, provided, that any Subsidiary subsequently acquired after the Effective Date may change its fiscal year for GAAP purposes to correspond with the Borrower’s fiscal year.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or all or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: continuing (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; , (ii) any Subsidiary may merge into another Subsidiary; provided that in the case of any merger involving a Loan Party such merger must result in a transaction in which Loan Party as the surviving entity is such Loan Party (provided that and any such merger involving the Company must result in the Company as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party; ), (iii) any Subsidiary Loan Party may sell, transfer, lease or otherwise dispose of its assets to a another Loan Party and any Subsidiary which that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; any other Subsidiary, (iv) the Company or any Subsidiary may sell Receivables under Permitted Receivables Facilities (subject to the limitation that the Attributable Receivables Indebtedness thereunder shall not exceed an aggregate amount of $100,000,000) and (v) the Company and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, (D) enter into Sale and Leaseback Transactions permitted by Section 6.09, and (DE) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (DE) during any Fiscal Year fiscal year of the Company, does not represent Property with a book value that (1) is greater than exceed 10% of the Consolidated Total Assets (as reflected in the most recent consolidated balance sheet of the Company or delivered to the Lenders) and (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); and (vvi) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor and will it not permit any of its Subsidiaries to, change the basis of its Fiscal Year fiscal year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person (including any Subsidiary) may merge into the Company in a transaction in which the Company is the surviving corporation; (ii) (a) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company must result in the Company as the surviving entity) and (b) any Subsidiary which that is not a Loan Party may merge into another any other Subsidiary which that is not a Loan Party; (iiia) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and (b) any Subsidiary which that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another any other Subsidiary which that is not a Loan Party; (iv) the Foundry Park Subsidiary may amend, renew and replace the MeadWestvaco Lease; (v) the Company and its Subsidiaries may (A) sell inventory and Permitted Investments in the ordinary course of business, (B) effect sales, trade-ins or dispositions of equipment that is obsolete obsolete, surplus or no longer useful used property for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, (D) lease, license, sublease, sublicense or co-locate space within real property, the interest of which is owned or held by the Company and/or its Subsidiaries, (E) sell, transfer, lease, donate or otherwise dispose of the Excluded Real Property, (F) in order to resolve disputes that occur in the ordinary course of business, discount or otherwise compromise for less than the face value thereof, notes or accounts receivables, (G) sell or dispose of shares of Equity Interests of any Subsidiary in order to qualify members of the governing body of such Subsidiary as required by applicable law, and (DH) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (DH) during any Fiscal Year fiscal year of the Company, does not represent Property with a book value that (1) is greater than 10exceed 5% of the Consolidated Total Assets of the Company or (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Tangible Net Income of the Company, in each case, as would be shown in the consolidated financial statements Worth of the Company as at the beginning of the four-quarter period ending with most recently completed fiscal year of the quarter in which such determination is made Company; (or if financial statements have not been delivered hereunder for that quarter which begins vi) the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter)Company and its Subsidiaries may enter into Sale and Leaseback Transactions permitted by Section 6.10; and (vvii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company must result in the Company as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year fiscal year of the Company, does not represent Property with a book value that (1) is greater than exceed, as of the time of making such sale, transfer, lease or disposition, 10% of the Consolidated Total Assets (determined as of the Company or (2) is responsible for more than 10% last day of the consolidated net sales most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the Consolidated Net Income of the Company, last fiscal quarter included in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior referred to that quarterin Section 3.04(a); and); (v) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that or (vi) any such merger involving a Person that Subsidiary which is not a wholly owned Loan Party may merge with or consolidate into another Subsidiary immediately prior to such merger shall which is not be permitted unless also permitted by Section 6.04a Loan Party. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company must result in the Company as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party;; and (iv) the Company and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year fiscal year of the Company, does not represent Property with a book value that (1) is greater than 10% of the Consolidated Total Assets of the Company or (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); and (v) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04exceed $5,000,000. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company Borrower must result in the Company Borrower as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company Borrower or any Subsidiary may sell Receivables under Permitted Receivables Facilities (subject to the limitation that the Attributable Receivables Indebtedness thereunder shall not exceed an aggregate amount of $100,000,000); (v) the Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company Borrower and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year of the Company, does not represent Property with a book value that (1) is greater than 10% of the Consolidated Total Assets of the Company or (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); and (v) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year from the basis in effect on the Effective Date.clause

Fundamental Changes and Asset Sales. (a) The Company Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) (A) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party or in which such surviving entity becomes a Loan Party (provided that any such merger involving the Company Borrower must result in the Company Borrower as the surviving entity), and (B) and any Subsidiary which that is not a Loan Party may merge or consolidate with or into another any other Subsidiary which that is not a Loan Party; (iii) (A) any Subsidiary Loan Party may sell, transfer, lease or otherwise dispose of its assets to a any other Loan Party and (B) any Subsidiary which that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to any Loan Party or another Subsidiary which that is not a Loan PartyParty and (C) any Loan Party may sell, transfer, lease or otherwise dispose of its assets to a Subsidiary that is not a Loan Party in the ordinary course of business and at fair market value (as reasonably determined by the Borrower) or in an aggregate amount not to exceed $40,000,000 in any fiscal year of the Borrower; (iv) the Company Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) (1) effect sales, trade-ins or dispositions of used equipment that is for value in the ordinary course of business consistent with past practice and (2) dispose of obsolete or no longer useful in any meaningful way in its businessworn out property, including involuntary loss, damage or destruction of property, (C) enter into licenses of technology in the ordinary course of businessbusiness (including, intercompany licensing of intellectual property between the Borrower and any Subsidiary and between Subsidiaries in connection with cost-sharing arrangements, distribution, marketing, make-sell or other similar arrangements), and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company Borrower and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year of the Company, does not represent Property with a book value that (1) is greater than 10% does not exceed $150,000,000 during any fiscal year of the Consolidated Total Assets of the Company or Borrower and (2) is responsible for more than 10% does not exceed an aggregate amount of $450,000,000 during the consolidated net sales or term of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); andthis Agreement; (vA) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; provided Lenders and (B) any Subsidiary that is a Loan Party may liquidate or dissolve to facilitate internal reorganizations; (vi) the Borrower and its Subsidiaries may consummate Permitted Acquisitions; (vii) the Borrower and its Subsidiaries may consummate Sale and Leaseback Transactions that are otherwise permitted by Section 6.01(e) and Section 6.02(d); (viii) the sale or discount, in each case without recourse, of account receivables arising in the ordinary course of business shall be permitted but only in connection with the compromise or collection thereof; (ix) to the extent constituting a transfer or disposition, (A) the making of any such merger involving Investment permitted pursuant to Section 6.04 and (B) the creation, incurrence or assumption of any Lien permitted under Section 6.02 shall be permitted; (x) the use, transfer or disposition of cash or Permitted Investments in the ordinary course of business and in a Person manner that is not prohibited by the terms of this Agreement shall be permitted; (xi) the Borrower and its applicable Subsidiaries may transfer to any Subsidiary any property acquired pursuant to a wholly owned Subsidiary immediately prior Permitted Acquisition to facilitate internal reorganizations; and (xii) sales, transfers or other dispositions of assets acquired pursuant to a Permitted Acquisition that in the judgment of the Borrower’s management are not necessary or desirable to carry out the Borrower’s business plans, to the extent binding agreements or letters of intent providing for such merger shall not be permitted unless also permitted by Section 6.04sales, transfers or other dispositions are entered into within 12 months after the acquisition of such assets. (b) The Company Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company Borrower will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year for GAAP purposes from the basis in effect on the Effective Date; provided, that any Subsidiary acquired after the Effective Date may change its fiscal year for GAAP purposes to correspond with the Borrower’s fiscal year.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company must result in the Company as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year fiscal year of the Company, does not represent Property with a book value that (1) is greater than exceed 10% of the Consolidated Total Assets (determined as of the Company or (2) is responsible for more than 10% end of the consolidated net sales or of the Consolidated Net Income most recently completed fiscal quarter of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); and; (v) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; (vi) the Company may (in one transaction or a series of transactions) transfer the Equity Interests in Bruker BioSpin Invest AG to Bruker BioSpin Corp. following the BioSpin Acquisition; provided that any such merger involving a Person that or (vii) so long as no Default has occurred and is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04then continuing or would arise after giving effect (including pro forma effect) thereto, the Company and its Subsidiaries may consummate the partial sale of the superconducting wire business of Bruker BioSpin GmbH, EAS European Advanced Superconductors Verwaltungs GmbH, EAS European Advanced Superconductors GmbH & Co. KG and EHTS European High Temperature Superconductors GmbH & Co. KG. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or all or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: continuing (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; , (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company must result in the Company as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party; ), (iii) any Loan Party (other than the Company) or any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to to, or otherwise dissolve into, a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company and its Subsidiaries may (A) sell inventory inventory, used or surplus equipment and Permitted Investments in the ordinary course of business and real estate located in Dresden, Germany not currently used in the operation of the Company’s business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, . (D) enter into the Taiwan JV Transactions and (DE) make any other sales, transfers, leases or dispositions of assets with an aggregate book value that, together with the aggregate book value of all other Property assets of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (DE) (1) during any Fiscal Year fiscal year of the Company, does not represent Property with a book value that exceed 7.5% of Consolidated Total Assets and (2) during the term of this Agreement, does not exceed 25% of Consolidated Total Assets (in the case of each of the foregoing clauses (1) is greater than 10% of and (2), as reflected in the Consolidated Total Assets most recent consolidated balance sheet of the Company or (2) is responsible for more than 10% of delivered to the consolidated net sales or of the Consolidated Net Income of the CompanyLenders), in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); and (v) the Company and its Subsidiaries may consummate the PSMC Acquisition and (vi) any Subsidiary (other than a Foreign Subsidiary Borrower or a Material Subsidiary) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto, including semi-conductor application processes. (c) The Company will not, nor will it permit any of its Subsidiaries to, not change its Fiscal Year fiscal year from the basis in effect annual period which ends on the Effective DateSunday closest to October 29 or its fiscal quarters which, during the term of this Agreement, consist of four equal 13 week periods.

Fundamental Changes and Asset Sales. (a) The Company Parent will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person (other than the Company) may merge into the Company Parent in a transaction in which the Company Parent is the surviving corporation; (ii) any Subsidiary (other than the Company) may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company Parent must result in the Company Parent as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company Parent and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company Parent and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year fiscal year of the CompanyParent, does not represent Property with a book value that (1) is greater than 10% of the Consolidated Total Assets of the Company or (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); andexceed $50,000,000; (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company Parent determines in good faith that such liquidation or dissolution is in the best interests of the Company Parent and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04and (vi) the Parent and its Subsidiaries may consummate the Permitted Corporate Reorganization. (b) The Company Parent will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company Parent and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company Parent will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Restatement Effective Date. (d) The Parent will not permit any U.S. Loan Party that is a Borrower to have any subsidiary other than a subsidiary organized under the laws of the United States of America or any jurisdiction thereof.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Material Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or all or any of the Equity Interests of any of its Material Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: continuing (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; , (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such a Loan Party (provided that any such merger involving the Company must result in the Company as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party; ), (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and Party, (iv) the Company or any Subsidiary may sell Receivables under Permitted Receivables Facilities (subject to the limitation that the book value of the Permitted Receivables Facility Assets sold thereunder shall not exceed an aggregate amount which is not a Loan Party may sellthe greater of $100,000,000 and 10% of Consolidated Tangible Assets (determined as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.02(b)), transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (ivv) the Company and its Subsidiaries may (A) consummate the transactions under Project Distill, (B) sell inventory in the ordinary course of business, (BC) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (CD) enter into licenses of technology in the ordinary course of business, (E) cause any Subsidiary formed solely to effectuate a sale or transfer of assets otherwise permitted hereunder to merge into or consolidate with any Person in order to effect such sale or transfer and (DF) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (DF) during any Fiscal Year fiscal year of the Company, does not represent Property with a book value that (1) exceed an aggregate amount which is the greater than 10of $300,000,000 and 15% of the Consolidated Total Tangible Assets (determined as of the Company or (2) is responsible for more than 10% last day of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-most recently ended fiscal quarter period ending with the quarter in for which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior pursuant to that quarterSection 5.02(b); and ) and (vvi) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type types conducted by the Company and its Subsidiaries on the date of execution of this Agreement Effective Date and businesses reasonably determined by the Company’s board of directors to be complimentary thereto, reasonably related theretothereto or a reasonable extension thereof. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or all or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: continuing (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; , (ii) any Subsidiary may merge into another Subsidiary; provided that in the case of any merger involving a Loan Party such merger must result in a transaction in which Loan Party as the surviving entity is such Loan Party (provided that and any such merger involving the Company must result in the Company as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party; ), (iii) any Loan Party and any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a another Loan Party and any Subsidiary which that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; any other Subsidiary, (iv) any Loan Party and any Subsidiary may dispose of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection and not for the purpose of any bulk sale or securitization transaction, (v) any Loan Party may make charitable donations in the ordinary course of business in accordance with past practice, (vi) the Company and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses dispose of technology assets in connection with the leasing, subleasing or licensing of real or personal property (including intellectual property) in the ordinary course of business, (D) enter into Sale and Leaseback Transactions permitted by Section 6.09, (E) sell, transfer, lease or otherwise dispose of its assets in connection with any Liens permitted under Section 6.02 or with any investments permitted under Section 6.04, (F) sell, transfer, lease or otherwise dispose of its assets to any joint venture so long as such disposition is an investment permitted under Section 6.04, (G) abandon intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Company and its Subsidiaries, taken as a whole and (DH) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (DH) during any Fiscal Year fiscal year of the Company, does not represent Property with a book value that (1) is greater than exceed 10% of the Consolidated Total Assets (as reflected in the most recent consolidated balance sheet of the Company or delivered pursuant to Section 5.01), and (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); and (vvii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto, including any environmental cleaning solutions business or line of business that owns or develops related technology. (c) The Company will not, nor and will it not permit any of its Subsidiaries to, change the basis of its Fiscal Year fiscal year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) any Subsidiary may merge into any Person that either is a Loan Party in Subsidiary, or becomes a Subsidiary as a result of such transaction in which the surviving entity is such Loan Party (provided that any such merger involving a Subsidiary that is a Loan Party must result in such Loan Party as the Company surviving entity and any such merger involving the Borrower must result in the Company Borrower as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company Borrower and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year fiscal year of the CompanyBorrower, does not represent Property with a book value that (1) is greater than exceed 10% of the Consolidated Total Assets (calculated as of the Company most recently ended fiscal quarter and determined at the time of the incurrence of such Indebtedness by reference to the Borrower’s financial statements most recently delivered pursuant to Section 5.01(a) or (2b) is responsible for more than 10% or, if prior to the date of the consolidated net sales or delivery of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated first financial statements of to be delivered pursuant to Section 5.01(a) or (b), the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if most recent financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior referred to that quarterin Section 3.04(a)); and (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Company Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than (i) businesses of the type conducted by the Company Borrower, the Target and its Subsidiaries their respective subsidiaries on the date of execution of this Agreement Agreement, (ii) other technology-related businesses, and (iii) businesses reasonably related theretoto clauses (i) or (ii). (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided Party(provided that any such merger involving the Company Borrower must result in the Company Borrower as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, intellectual property and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company Borrower and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year fiscal year of the CompanyBorrower, does not represent Property with a book value that (1) is greater than 10% of the Consolidated Total Assets of the Company or (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); andexceed $40,000,000; (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.; (bvi) The the original Borrower may consummate a Holding Company will notReorganization so long as after giving effect thereto, (A) no Default shall have occurred and will not permit any of its Subsidiaries tobe continuing, engage (B) the Holding Company shall have assumed, pursuant to any material extent an instrument in any business other than businesses form and substance reasonably satisfactory to the Administrative Agent, the obligations of the type conducted by the Company and its Subsidiaries on the date of execution of original Borrower under this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year from the basis in effect on other Loan Documents to which the Effective Date.original Borrower is a party,

Fundamental Changes and Asset Sales. (a) The Company Parent will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person (other than the Company) may merge into the Company Parent in a transaction in which the Company Parent is the surviving corporation; (ii) any Subsidiary (other than the Company) may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company Parent must result in the Company Parent as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company Parent and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company Parent and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year fiscal year of the CompanyParent, does not represent Property with a book value that (1) is greater than 10% of the Consolidated Total Assets of the Company or (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); andexceed $50,000,000; (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company Parent determines in good faith that such liquidation or dissolution is in the best interests of the Company Parent and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04and (vi) the Parent and its Subsidiaries may consummate the Permitted Corporate Reorganization. (b) The Company Parent will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company Parent and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company Parent will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) (A) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party or in which such surviving entity becomes a Loan Party (provided that any such merger involving the Company Borrower must result in the Company Borrower as the surviving entity), and (B) and any Subsidiary which that is not a Loan Party may merge or consolidate with or into another any other Subsidiary which that is not a Loan Party; (iii) (A) any Subsidiary Loan Party may sell, transfer, lease or otherwise dispose of its assets to a any other Loan Party and (B) any Subsidiary which that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to any Loan Party or another Subsidiary which that is not a Loan PartyParty and (C) any Loan Party may sell, transfer, lease or otherwise dispose of its assets to a Subsidiary that is not a Loan Party in the ordinary course of business and at fair market value (as reasonably determined by the Borrower) or in an aggregate amount not to exceed $25,000,000 in any fiscal year of the Borrower; (iv) the Company Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) (1) effect sales, trade-ins or dispositions of used equipment that is for value in the ordinary course of business consistent with past practice and (2) dispose of obsolete or no longer useful in any meaningful way in its businessworn out property, including involuntary loss, damage or destruction of property, (C) enter into licenses of technology in the ordinary course of businessbusiness (including, intercompany licensing of intellectual property between the Borrower and any Subsidiary and between Subsidiaries in connection with cost-sharing arrangements, distribution, marketing, make-sell or other similar arrangements), and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company Borrower and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year of the Company, does not represent Property with a book value that (1) is greater than 10% does not exceed $100,000,000 during any fiscal year of the Consolidated Total Assets of the Company or Borrower and (2) is responsible for more than 10% does not exceed an aggregate amount of $300,000,000 during the consolidated net sales or term of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); andthis Agreement; (vA) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; provided Lenders and (B) any Subsidiary that is a Loan Party may liquidate or dissolve to facilitate internal reorganizations; (vi) the Borrower and its Subsidiaries may consummate Permitted Acquisitions; (vii) the Borrower and its Subsidiaries may consummate Sale and Leaseback Transactions that are otherwise permitted by Section 6.01(e) and Section 6.02(d); (viii) the sale or discount, in each case without recourse, of account receivables arising in the ordinary course of business shall be permitted but only in connection with the compromise or collection thereof; (ix) to the extent constituting a transfer or disposition, (A) the making of any such merger involving Investment permitted pursuant to Section 6.04 and (B) the creation, incurrence or assumption of any Lien permitted under Section 6.02 shall be permitted; (x) the use, transfer or disposition of cash or Permitted Investments in the ordinary course of business and in a Person manner that is not prohibited by the terms of this Agreement shall be permitted; (xi) the Borrower and its applicable Subsidiaries may transfer to any Subsidiary any property acquired pursuant to a wholly owned Subsidiary immediately prior Permitted Acquisition to facilitate internal reorganizations; and (xii) sales, transfers or other dispositions of assets acquired pursuant to a Permitted Acquisition that in the judgment of the Borrower's management are not necessary or desirable to carry out the Borrower's business plans, to the extent binding agreements or letters of intent providing for such merger shall not be permitted unless also permitted by Section 6.04sales, transfers or other dispositions are entered into within 12 months after the acquisition of such assets. (b) The Company Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company Borrower will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year for GAAP purposes from the basis in effect on the Effective Date; provided, that any Subsidiary acquired after the Effective Date may change its fiscal year for GAAP purposes to correspond with the Borrower's fiscal year.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose Dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; (ii) any Subsidiary may (a) merge into a Loan Party another Subsidiary or the Company in a transaction in which the surviving entity is such Loan Party a Subsidiary or the Company (provided that any such merger involving the Company must result in the Company as the surviving entity) and (b) merge with or into any Subsidiary which is not Person in a Loan Party may merge into another Subsidiary which is not a Loan Partytransaction permitted under Section 6.04; (iii) the Company or any Subsidiary may sell, transfer, lease or otherwise dispose Dispose of its assets or the Equity Interest of any Subsidiaries (a) to a Loan Party and the Company or any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party(b) in any Investment permitted under Section 6.04; (iv) the Company and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, and (D) make any other sales, transfers, leases Disposition of assets or dispositions that, together with all other Property the Equity Interests of the Company and its any Subsidiaries previously leased, sold or disposed of so long as permitted by this clause (D) during any Fiscal Year of the Company, does not represent Property with a book value that (1) is greater than 10% of the Consolidated Total Assets of the Company or (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending both immediately prior to that quarter)and after giving effect (including pro forma effect) to the making of such Disposition, (i) no Event of Default shall exist or would result therefrom and (ii) the Company is in compliance with the covenants contained in Section 6.09; and (v) any Subsidiary that is not a Borrower may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related related, complimentary or incidental thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company must result in the Company as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) (A) the Company or any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and the Company or any Subsidiary (provided that no more than an aggregate amount of $10,000,000 may be sold, transferred, leased or otherwise disposed by Loan Parties during any fiscal year of the Company to Subsidiaries which are not Loan Parties) and (B) any Subsidiary that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which that is not a Loan Party; (iv) the Company and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, and (D) grant discounts or forgive accounts receivable in the ordinary course of business consistent with past practice, (E) dispose of cash and Permitted Investments, (F) make investments permitted hereunder, (G) make Restricted Payments permitted hereunder, (H) grant Liens permitted hereunder, and (I) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (DI) during any Fiscal Year fiscal year of the Company, does not represent Property with exceed $40,000,000; (v) subject to Sections 6.03(a)(i) and 6.03(a)(ii), any Person may merge into another Person to consummate a book value that Permitted Acquisition; (1vi) is greater than 10% of the Consolidated Total Assets of any Person may enter into a Sale and Leaseback Transaction permitted under Section 6.10; (vii) the Company or (2) is responsible for more than 10% of may consummate the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the fourSpin-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter)Off Transaction; and (vviii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into or consolidate with the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) any Subsidiary Person (other than the Borrower) may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company Borrower must result in the Company Borrower as the surviving entity) and any Subsidiary which Person that is not a Loan Party may merge into another any Subsidiary which that is not a Loan Party; (iii) the Borrower may sell, transfer, lease or otherwise dispose of its assets (including the Equity Interests of any of its Subsidiaries) to a Loan Party or any Subsidiary (provided that not more than an aggregate amount of $100,000,000 in fair market value of assets may be sold, transferred, leased or otherwise disposed of by Loan Parties to Subsidiaries that are not Loan Parties), any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets (including the Equity Interests of any of its Subsidiaries) to another any other Subsidiary which that is not a Loan Party; (iv) the Company Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its the ordinary course of business, (C) enter into licenses of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions that, together with all other Property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year of the Company, does not represent Property with a book value that (1) is greater than 10% of the Consolidated Total Assets of the Company or (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); and (v) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year from the basis in effect on the Effective Date.,

Fundamental Changes and Asset Sales. (a) The Company Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, (x) the Borrower or any Subsidiary may sell Receivables under (i) Permitted Receivables Facilities (subject to the limitation that the Attributable Receivables Indebtedness thereunder shall not exceed an aggregate amount of $400,000,000) and (ii) A/R Purchase Programs; and (y) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company Borrower must result in the Company Borrower as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) sell or lease storage or pipeline capacity in the ordinary course of business, (C) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (CD) enter into licenses of technology in the ordinary course of business, and (E) in addition to clauses (A) through (D) above, make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company Borrower and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (DE) during at any Fiscal Year of time after the CompanyEffective Date, does not represent Property with a book value that (1) is greater than 10% of the Consolidated Total Assets of the Company or (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); andexceed $100,000,000; (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; provided that ; (vi) any such merger involving a Person Subsidiary that is not a wholly owned Loan Party may merge into any Subsidiary immediately prior that is not a Loan Party; and (vii) the Borrower and the Subsidiaries may engage in any transactions constituting Restricted Payments to the extent permitted under Section 6.07. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, at the request of the Required Lenders, shall by notice to the Borrower direct the Borrower to cause any Receivables Entity to exercise any voluntary option available to such merger Receivables Entity under the applicable Permitted Receivables Facility to terminate such Permitted Receivables Facility and the Borrower shall, upon receipt of such direction, cause such Receivables Entity to exercise such option and cause the Receivables Entity to, to the extent required thereunder in connection with the exercise of such option, repurchase all purchase interests in any Receivables or take such other actions, in each case, in accordance with the terms of the Permitted Receivables Facility Document. The Administrative Agent shall provide concurrent notice to the administrative agent under the applicable Permitted Receivables Facility of any direction delivered to the Borrower pursuant to the foregoing sentence (provided that the Administrative Agent shall not be permitted unless also permitted by Section 6.04liable to such administrative agent or any securitization lender or purchaser for failure to provide such notice). (b) The Company Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company Borrower will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; (ii) any Subsidiary may merge into a Loan Note Party in a transaction in which the surviving entity is such Loan Note Party (provided that any such merger involving the Company must result in the Company as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Note Party and any Subsidiary which is not a Loan Party may sell, transfer, lease liquidate or otherwise dispose of its assets to another Subsidiary which is not a Loan Partydissolve in connection with such transaction; (iv) the sale or liquidation of cash equivalents and the use of cash in the ordinary course to the extent not otherwise prohibited hereunder; (v) the Company and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is for value in the ordinary course of business consistent with past practice, and may effect sales or other dispositions of obsolete or unused assets that are no longer necessary, useful or productive in any meaningful way in its the ordinary course of the Company’s or the applicable Subsidiary’s business, (C) enter into licenses of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year fiscal year of the Company, does not represent Property with a book value that (1) is greater than 10% of the Consolidated Total Assets of the Company or (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); andexceed $10,000,000; (vvi) any Subsidiary that is not a Note Party may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that holders; (vii) the Company and its Subsidiaries may sell up to 40% in the aggregate of Xxxxx Energy’s Equity Interests in one or more series of public or private offerings so long as (a) no Event of Default is not a wholly owned Subsidiary then outstanding or would result therefrom, and (b) for each of the two fiscal quarters occurring immediately prior to such merger shall not be sale, the Leverage Ratio is less than 2.50 to 1.00; (viii) Sale and Leaseback Transactions to the extent permitted unless also pursuant to Section 10.10; and (ix) transactions permitted by Section 6.0410.4(g) and (h). (b) The the Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The the Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Datedate hereof.

Fundamental Changes and Asset Sales. (a) The Company Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) any Subsidiary may merge into any Person that either is a Loan Party in Subsidiary or becomes a Subsidiary as a result of such transaction in which the surviving entity is such Loan Party (provided that any such merger involving a Subsidiary that is a Loan Party must result in such Loan Party as the Company surviving entity and any such merger involving the Borrower must result in the Company Borrower as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company Borrower and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year fiscal year of the CompanyBorrower, does not represent Property with a book value that (1) is greater than exceed 10% of the Consolidated Total Assets (calculated as of the Company most recently ended fiscal quarter and determined at the time of the incurrence of such Indebtedness by reference to the Borrower’s financial statements most recently delivered pursuant to Section 5.01(a) or (2b) is responsible for more than 10% or, if prior to the date of the consolidated net sales or delivery of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated first financial statements of to be delivered pursuant to Section 5.01(a) or (b), the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if most recent financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior referred to that quarterin Section 3.04(a)); and (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Company Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than (i) businesses of the type conducted by the Company Borrower, the Target and its Subsidiaries their respective subsidiaries on the date of execution of this Agreement Agreement, (ii) other technology-related businesses, and (iii) businesses reasonably related theretoto clauses (i) or (ii). (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company Borrower must result in the Company Borrower as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used, obsolete, worn out or surplus equipment that is obsolete or no longer useful property for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) sell or transfer any property or asset in connection with a Sale and Leaseback Transaction that complies with the requirements of Section 6.10; (D) enter into licenses of technology in the ordinary course of business, and (DE) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company Borrower and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (DE) during any Fiscal Year fiscal year of the CompanyBorrower, does not represent Property with a book value that exceed the greater of (1x) is greater than 10$5,000,000 and (y) 5% of the Consolidated Total Assets (determined as of the Company or (2) is responsible for more than 10% first Business Day of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarterfiscal year); and (v) any Subsidiary may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04; provided that all sales, transfers, leases and other dispositions permitted hereby shall be for fair market value and at least 75% of the consideration paid therefor shall be in cash. (b) The Company Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company Borrower will not, nor will it permit any of its Subsidiaries to, change the end of its Fiscal Year fiscal year from December 31st without the basis in effect on Administrative Agent’s and the Effective DateRequired Lenders’ prior written consent.

Fundamental Changes and Asset Sales. (a) The Company Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company Borrower must result in the Company Borrower as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease liquidate or otherwise dispose of its assets to another Subsidiary which is not a Loan Partydissolve in connection with such transaction; (iv) the Company sale or liquidation of cash equivalents and the use of cash in the ordinary course to the extent not otherwise prohibited hereunder; (v) the Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is for value in the ordinary course of business consistent with past practice, and may effect sales or other dispositions of obsolete or unused assets that are no longer necessary, useful or productive in any meaningful way in its the ordinary course of the Borrower’s or the applicable Subsidiary’s business, (C) enter into licenses of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company Borrower and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year fiscal year of the CompanyBorrower, does not represent Property with a book value that (1) is greater than 10% of the Consolidated Total Assets of the Company or (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); andexceed $10,000,000; (vvi) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; (vii) the Borrower and its Subsidiaries may sell all or any part of Xxxxx Energy’s Equity Interests or assets so long as no Event of Default is then outstanding or would result from the applicable sale; provided provided, that any guaranty of the Obligations by Xxxxx Energy automatically shall be released if Xxxxx Energy no longer constitutes a Subsidiary as a result of such merger involving a Person that is not a wholly owned Subsidiary immediately prior sale; (viii) Sale and Leaseback transactions to such merger shall not be the extent permitted unless also pursuant to Section 6.10; and (ix) transactions permitted by Section 6.04Sections 6.04(g) and (h); and (x) the SolmeteX Sale; provided, that the Net Proceeds resulting therefrom are applied to repay the principal amount of all Loans then outstanding. (b) The Company Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company Borrower will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries subsidiaries) (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing: (i) any Person Subsidiary may merge into the Company in a transaction in which the Company is the surviving corporation; (ii) any Subsidiary that is not a Loan Party may merge into a Loan Party any Subsidiary Guarantor in a transaction in which the surviving entity is such Loan Party a Subsidiary Guarantor; (provided that any such merger involving the Company must result in the Company as the surviving entityiii) and any Subsidiary which Guarantor may merge into any other Subsidiary Guarantor; (iv) any Subsidiary that is not a Loan Party may merge into another any other Subsidiary which that is not a Loan Party; (iiiv) any Subsidiary Loan Party may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and the Company or to another Subsidiary Guarantor; (vi) any Subsidiary which that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to the Company or to another Subsidiary which is not a Loan PartySubsidiary; (ivvii) the Company and its the Subsidiaries may (A) sell inventory, and assets that were previously treated as inventory (but are currently in the possession of customers and treated as fixed assets solely for accounting purposes), in the ordinary course of business, (B) effect sales, tradesell worn-ins out or dispositions of equipment that is obsolete or no longer useful in any meaningful way in its business, (C) enter into licenses of technology assets in the ordinary course of business, and (C) grant licenses or sublicenses of intellectual property in the ordinary course of business which do not interfere in any material respect with the ordinary conduct of business of the Company or such Subsidiary, (D) make any other sales, transfers, leases or dispositions other dispositions; provided, that, together with all other Property in the case of this clause (D), (1) such dispositions are for fair market value and on an arm's-length basis and (2) the aggregate book value of assets disposed of during the term of this Agreement shall not exceed twenty percent (20%) of the Consolidated Tangible Assets of the Company and its the Subsidiaries previously leasedas set forth on the Company's most recent Financial Statements, sold or disposed of as and (E) enter into sale and leaseback transactions permitted by this clause (D) during any Fiscal Year of the Company, does not represent Property with a book value that (1) is greater than 10% of the Consolidated Total Assets of the Company or (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); andSection 6.10; (vviii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; (ix) any Person may merge into the Company or any Subsidiary in connection with an Acquisition in which the Company or such Subsidiary is the surviving entity; provided that and (x) the Company and the applicable Subsidiaries may consummate the Contemplated Tax Restructuring or any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04portion thereof. (b) The Company will not, and will not permit any of allow its Subsidiaries to, engage principal business to any material extent in be any business other than the businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor and will it not permit any of its Subsidiaries Subsidiary to, change its Fiscal Year fiscal year from the basis in effect on the Effective Datedate of execution of this Agreement.

Fundamental Changes and Asset Sales. (a) The Company Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party another Subsidiary (provided that any such merger involving a Subsidiary that is a Loan Party must result in such Loan Party as the Company surviving entity and any such merger involving the Borrower must result in the Company Borrower as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company Borrower and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year fiscal year of the CompanyBorrower, does not represent Property with a book value that (1) is greater than exceed 10% of the Consolidated Total Assets (calculated as of the Company most recently ended fiscal quarter and determined at the time of the incurrence of such Indebtedness by reference to the Borrower’s financial statements most recently delivered pursuant to Section 5.01(a) or (2b) is responsible for more than 10% or, if prior to the date of the consolidated net sales or delivery of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated first financial statements of to be delivered pursuant to Section 5.01(a) or (b), the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if most recent financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior referred to that quarterin Section 3.04(a)); and (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Company Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) any Subsidiary may merge into the Borrower or another Subsidiary provided that if one of the parties to such merger is a Loan Party in a transaction in which Party, then the surviving entity is such shall be a Loan Party (provided that any such merger involving the Company Borrower must result in the Company Borrower as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or another Subsidiary, provided that if such Subsidiary is a Loan Party and any Party, such other Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not shall also be a Loan Party; (iv) the Company Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company Borrower and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year the term of the Companythis Agreement, does not represent Property with a book value that exceed fifteen percent (115%) is greater than 10% of Consolidated Tangible Assets as of the Consolidated Total Assets most recently ended fiscal quarter of the Company or (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter)Borrower; and (v) ParCare, Ltd. and Nutriceutical Resources, Inc. or any other Subsidiary that is not a Loan Party may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Company Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company Borrower will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) any Subsidiary may merge into the Borrower or another Subsidiary provided that if one of the parties to such merger is a Loan Party in a transaction in which Party, then the surviving entity is such shall be a Loan Party (provided that any such merger involving the Company Borrower must result in the Company Borrower as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or another Subsidiary, provided that if such Subsidiary is a Loan Party and any Party, such other Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not shall also be a Loan Party; (iv) the Company Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology and other intellectual property in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company Borrower and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year the term of the Companythis Agreement, does not represent Property with a book value that exceed fifteen percent (115%) is greater than 10% of Consolidated Tangible Assets as of the Consolidated Total Assets most recently ended fiscal quarter of the Company or (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter)Borrower; and (v) ParCare, Ltd. and Nutriceutical Resources, Inc. or any other Subsidiary that is not a Loan Party may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Company Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company Borrower will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) (A) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party or in which such surviving entity becomes a Loan Party (provided that any such merger involving the Company Borrower must result in the Company Borrower as the surviving entity), and (B) and any Subsidiary which that is not a Loan Party may merge or consolidate with or into another any other Subsidiary which that is not a Loan Party; (iii) (A) any Subsidiary Loan Party may sell, transfer, lease or otherwise dispose of its assets to a any other Loan Party and (B) any Subsidiary which that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to any Loan Party or another Subsidiary which that is not a Loan PartyParty and (C) any Loan Party may sell, transfer, lease or otherwise dispose of its assets to a Subsidiary that is not a Loan Party in the ordinary course of business and at fair market value (as reasonably determined by the Borrower) or in an aggregate amount not to exceed $40,000,000 in any fiscal year of the Borrower; (iv) the Company Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) (1) effect sales, trade-ins or dispositions of used equipment that is for value in the ordinary course of business consistent with past practice and (2) dispose of obsolete or no longer useful in any meaningful way in its businessworn out property, including involuntary loss, damage or destruction of property, (C) enter into licenses of technology in the ordinary course of businessbusiness (including, intercompany licensing of intellectual property between the Borrower and any Subsidiary and between Subsidiaries in connection with cost-sharing arrangements, distribution, marketing, make-sell or other similar arrangements), and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company Borrower and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year of the Company, does not represent Property with a book value that (1) is greater than 10% does not exceed $150,000,000 during any fiscal year of the Consolidated Total Assets of the Company or Borrower and (2) is responsible for more than 10% does not exceed an aggregate amount of $450,000,000 during the consolidated net sales or term of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter); andthis Agreement; (vA) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; provided Lenders and (B) any Subsidiary that is a Loan Party may liquidate or dissolve to facilitate internal reorganizations; (vi) the Borrower and its Subsidiaries may consummate Permitted Acquisitions; (vii) the Borrower and its Subsidiaries may consummate Sale and Leaseback Transactions that are otherwise permitted by Section 6.01(e) and Section 6.02(d); (viii) the sale or discount, in each case without recourse, of account receivables arising in the ordinary course of business shall be permitted but only in connection with the compromise or collection thereof; (ix) to the extent constituting a transfer or disposition, (A) the making of any such merger involving Investment permitted pursuant to Section 6.04 and (B) the creation, incurrence or assumption of any Lien permitted under Section 6.02 shall be permitted; (x) the use, transfer or disposition of cash or Permitted Investments in a Person manner that is not prohibited by the terms of this Agreement shall be permitted; (xi) the Borrower and its applicable Subsidiaries may transfer to any Subsidiary any property acquired pursuant to a wholly owned Subsidiary immediately prior Permitted Acquisition to facilitate internal reorganizations; and (xii) sales, transfers or other dispositions of assets acquired pursuant to a Permitted Acquisition that in the judgment of the Borrower’s management are not necessary or desirable to carry out the Borrower’s business plans, to the extent binding agreements or letters of intent providing for such merger shall not be permitted unless also permitted by Section 6.04sales, transfers or other dispositions are entered into within 12 months after the acquisition of such assets. (b) The Company Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company Borrower will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year for GAAP purposes from the basis in effect on the Original Effective Date; provided, that any Subsidiary acquired after the Original Effective Date may change its fiscal year for GAAP purposes to correspond with the Borrower’s fiscal year.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person wholly-owned Subsidiary of the Company may amalgamate or merge with or wind-up into the Company in a transaction in which or any other wholly-owned Subsidiary of the Company is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (Company; provided that (i) any such merger or wind-up involving the Company must result in the Company as the surviving entity, and (ii) and any no Domestic Subsidiary which is not a Loan Party may merge with or wind-up into another a Foreign Subsidiary which if the surviving entity is not a Loan PartyForeign Subsidiary; (ii) any wholly-owned Subsidiary of the Company may amalgamate or merge into a Person acquired pursuant to a Permitted Acquisition permitted by Section 6.04(c); provided that (i) the surviving entity must be a wholly-owned Subsidiary of the Company, and (ii) if the wholly-owned Subsidiary of the Company that merged into such Person is a Domestic Subsidiary, the surviving entity must be a Domestic Subsidiary; (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used, obsolete, worn out or surplus equipment that is obsolete or property or other assets determined to be no longer useful used or useable for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses and leases of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year the term of the Company, this Agreement does not represent Property with a book value that exceed the greater of $100,000,000 and ten percent (110%) is greater than 10% of Consolidated Net Worth at any time; (iv) (A) any Subsidiary may transfer its assets to the Consolidated Total Assets Company or any wholly-owned Subsidiary of the Company in connection with an amalgamation or merger or wind-up permitted pursuant to clause (2i) is responsible for more than 10% of this Section 6.03(a), (B) the consolidated net sales Company or any Subsidiary may transfer its assets to the Company or any Subsidiary Guarantor, and (C) any Canadian Subsidiary may transfer any of its assets to the Consolidated Net Income Canadian Borrower; (v) the Company or any Subsidiary may (A) sell Receivables under Permitted Receivables Facilities (subject to the limitation that the Attributable Receivables Indebtedness thereunder shall not exceed an aggregate amount of the Company$100,000,000), in each case, as would be shown and (B) sell or discount its defaulted Receivables in the consolidated financial statements ordinary course of business and consistent with historical practice; (vi) the Company as at or any Subsidiary may terminate any Swap Agreement; (vii) the beginning of the four-quarter period ending with the quarter in which such determination Company or any Subsidiary may enter into any Sale and Leaseback Transaction that is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter)permitted under Section 6.10; and (vviii) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is may pay dividends and repurchase and retire Equity Interests in the best interests of the Company in accordance and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also extent permitted by Section 6.046.07. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Parent and the Company each will not, and will not permit any Material Subsidiary or any other Loan Party to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its the Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which such Loan Party is the surviving corporation; (ii) any Loan Party or Material Subsidiary may merge into any other wholly-owned Subsidiary in a transaction in which the surviving entity is such a Loan Party (provided that any such merger involving the Parent or the Company must result in the Company Parent or the Company, as the case may be, as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Loan Party or Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Partyother wholly-owned Subsidiary; (iv) the Company and its Subsidiaries any Material Subsidiary or any other Loan Party may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of obsolete, used or redundant equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, (D) effect sales or trade-ins of assets in exchange for comparable or superior type, value or quality assets, and (DE) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company and its Subsidiaries any Material Subsidiary or any other Loan Party previously leasedsold, sold transferred, leased or disposed of as permitted by this clause (DE) during any Fiscal Year fiscal year of the Company, does not represent Property with a book value that exceed $50,000,000; (1v) is greater than 10% the Company and any Material Subsidiary or any other Loan Party may abandon or dispose of any trademark, tradenames, copyrights, patents and other intellectual property rights not material to the business of the Consolidated Total Assets of Group (taken as a whole); (vi) the Company and any Material Subsidiary or any other Loan Party may sell, transfer, lease or otherwise dispose of shop premises in the ordinary course of business; (vii) the Company and any Material Subsidiary or any other Loan Party may sell, transfer or otherwise dispose of any cash or cash equivalent investments; (viii) the Company and any Material Subsidiary or any other Loan Party may sell, transfer or otherwise dispose of (A) shares pursuant to management of employee share purchase plans or (2B) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, shares held in each case, as would be shown in the consolidated financial statements of treasury; (ix) the Company as at and any Material Subsidiary or any other Loan Party may sell, transfer, lease or otherwise dispose of any assets constituting the beginning payment of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior any Restricted Payment permitted pursuant to that quarter)Section 6.06; and (vx) the Company and any Material Subsidiary or any other Loan Party may sell, transfer, lease or otherwise dispose of any Receivables or any other receivables in connection with any Permitted Securitization; (xi) any Subsidiary (other than the Company) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; (xii) the Company and any Material Subsidiary or any other Loan Party may consummate the Piercing Pagoda Disposition and any sale, transfer, lease or other disposition in connection therewith; provided that and (xiii) the Company and any such merger involving a Person that Material Subsidiary or any other Loan Party may sell, transfer, lease or otherwise dispose of any assets so long as no Event of Default has occurred and is not a wholly owned Subsidiary immediately continuing prior to such merger shall sale, transfer, lease or disposition or would arise after giving effect thereto; provided the Company and any Material Subsidiary or any other Loan Party may sell, transfer, lease or otherwise dispose of any assets, whether or not be permitted unless also permitted by Section 6.04an Event of Default has occurred and is continuing, if no Loans are outstanding at the time of such sale, transfer, lease or other disposition and the LC Exposure at such time is less than or equal to $10,000,000. (b) The Parent and the Company each will not, and will not permit any of its Subsidiaries Material Subsidiary or any other Loan Party to, engage to any material extent in any business other than businesses of the type conducted by the Company and its the Material Subsidiaries and other Loan Parties on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided Party(provided that any such merger involving the Company Borrower must result in the Company Borrower as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to all or a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose portion of its assets (including upon voluntary liquidation, dissolution or otherwise) to another Subsidiary which is not a Loan Party; (iv) the Company Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (BB)(1) effect sales, trade-ins or dispositions of used equipment that is for value in the ordinary course of business consistent with past practice and (2) dispose of obsolete or no longer useful in any meaningful way in its businessworn out property, including involuntary loss, damage or destruction of property, (C) enter into licenses or sublicenses of technology in the ordinary course of businessbusiness (including intercompany licensing of intellectual property between the Borrower and any Subsidiary and between Subsidiaries in connection with cost sharing arrangements, distribution, marketing, make-sell or other similar arrangements) or enter into licenses that are reasonably determined in good faith by a Financial Officer to be materially advantageous to, and not materially impair, the conduct of the business of the Borrower and its Subsidiaries (taken as a whole), as such business is conducted on the Effective Date or otherwise permitted under clause (b) below of this Section 6.03 (such licenses, “Additional Licenses”), and (D) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company Borrower and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (D) during any Fiscal Year fiscal year of the CompanyBorrower, does not represent Property with a book value that (1) is greater than 10exceed an amount equal to 5% of the Consolidated Total Tangible Assets as of the Company or (2) is responsible for more than 10% most recently ended fiscal quarter of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in Borrower for which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins pursuant to Section 5.01(a) or (b) (or, if prior to the four quarter period, then date of the delivery of the first financial statements to be delivered hereunder for pursuant to Section 5.01(a) or (b), the quarter ending immediately prior most recent financial statements referred to that quarterin Section 3.04(a); and); (vA) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; provided Lenders and (B) any Subsidiary that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year from the basis in effect on the Effective Date.is

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose Dispose of (in one transaction or in a series of transactions) any of its assets, assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company Borrower must result in the Company Borrower as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose Dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Party; (iv) the Company Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used, obsolete, worn out or surplus equipment that is obsolete or no longer useful property for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) sell or transfer any property or asset in connection with a Sale and Leaseback Transaction that complies with the requirements of Section 8.10; (D) enter into licenses of technology in the ordinary course of business, and (DE) make any other sales, transfers, leases or dispositions Dispositions that, together with all other Property property of the Company Borrower and its Subsidiaries previously leased, sold or disposed Disposed of as permitted by this clause (DE) during any Fiscal Year fiscal year of the CompanyBorrower, does not represent Property with a book value that exceed the greater of (1x) is greater than 10$5,000,000 and (y) 5% of the Consolidated Total Assets (determined as of the Company or (2) is responsible for more than 10% first Business Day of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarterfiscal year); and (v) any Subsidiary may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.048.04; provided that all Dispositions permitted hereby shall be for fair market value and at least 75% of the consideration paid therefor shall be in cash. (b) The Company will not, and will not permit any of its Subsidiaries to, engage Engage to any material extent in any business other than businesses of the type conducted by the Company Borrower and its Subsidiaries on the date of execution of this Agreement Closing Date and businesses reasonably related thereto. (c) The Company will not, nor will it permit any Change the end of its Subsidiaries to, change its Fiscal Year fiscal year from December 31st without the basis in effect on Administrative Agent’s and the Effective DateRequired Lenders’ prior written consent.

Fundamental Changes and Asset Sales. (a) The Parent and the Company each will not, and will not permit any Material Subsidiary or any other Loan Party to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its the Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party in a transaction in which such Loan Party is the surviving corporation; (ii) any Loan Party or Material Subsidiary may merge into any other wholly-owned Subsidiary in a transaction in which the surviving entity is such a Loan Party (provided that any such merger involving the Parent or the Company must result in the Company Parent or the Company, as the case may be, as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) any Loan Party or Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan Partyother wholly-owned Subsidiary; (iv) the Company and its Subsidiaries any Material Subsidiary or any other Loan Party may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of obsolete, used or redundant equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, (D) effect sales or trade-ins of assets in exchange for comparable or superior type, value or quality assets, and (DE) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company and its Subsidiaries any Material Subsidiary or any other Loan Party previously leasedsold, sold transferred, leased or disposed of as permitted by this clause (DE) during any Fiscal Year fiscal year of the Company, does not represent Property with a book value that exceed $25,000,000; (1v) is greater than 10% the Company and any Material Subsidiary or any other Loan Party may abandon or dispose of any trademarks, tradenames, copyrights, patents and other intellectual property not material to the business of the Consolidated Total Assets of Group (taken as a whole); (vi) the Company and any Material Subsidiary or any other Loan Party may sell, transfer, lease or otherwise dispose of shop premises in the ordinary course of business; (vii) the Company and any Material Subsidiary or any other Loan Party may sell, transfer or otherwise dispose of any cash or cash equivalent investments; (viii) the Company and any Material Subsidiary or any other Loan Party may sell, transfer or otherwise dispose of (A) shares pursuant to management of employee share purchase plans or (2B) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, shares held in each case, as would be shown in the consolidated financial statements of treasury; (ix) the Company as at and any Material Subsidiary or any other Loan Party may sell, transfer, lease or otherwise dispose of any assets constituting the beginning payment of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior any Restricted Payment permitted pursuant to that quarter)Section 6.06; and (vx) the Company and any Material Subsidiary or any other Loan Party may sell, transfer, lease or otherwise dispose of any Receivables or any other receivables in connection with any Permitted Securitization; and (xi) any Subsidiary (other than the Company) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Parent and the Company each will not, and will not permit any of its Subsidiaries Material Subsidiary or any other Loan Party to, engage to any material extent in any business other than businesses of the type conducted by the Company and its the Material Subsidiaries and other Loan Parties on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; (ii) (A) any Foreign Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party, (B) any Domestic Subsidiary may merge into a US Loan Party in a transaction in which the surviving entity is such US Loan Party (provided that any such merger involving the Company must result in the Company as the surviving entity) and (C) any Subsidiary which that is not a Loan Party may merge into another Subsidiary which that is not a Loan Party; (iii) (A) the Company or any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a US Loan Party; provided that, with respect to any sale, transfer lease or other disposition by any Subsidiary that is not a US Loan Party, the consideration for such disposition shall not exceed the fair value of such assets; (B) (1) any US Loan Party may sell, transfer, lease or otherwise dispose of its assets to a Foreign Subsidiary and Subsidiaries which are not US Loan Parties and (2) any Foreign Loan Party may sell, transfer, lease or otherwise dispose of its assets to Subsidiaries that are not Loan Parties in an aggregate amount under this clause (B) not to exceed $20,000,000 during any fiscal year of the Company to the extent that the consideration for any such disposition is not paid in cash or Cash Equivalents equal to the fair value of such assets; (C) any Foreign Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Foreign Loan Party; and (D) any Subsidiary which that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which that is not a Loan Party; (iv) the Company and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, (D) grant discounts or forgive accounts receivable in the ordinary course of business consistent with past practice, (E) dispose of cash and Cash Equivalents, (F) make investments permitted hereunder, (G) make Restricted Payments permitted hereunder, (H) grant Liens permitted hereunder, and (DI) make any other sales, transfers, leases or dispositions that, together with all other Property property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (DI) during any Fiscal Year fiscal year of the Company, does not represent Property with exceed $60,000,000; (v) subject to Sections 6.03(a)(i) and 6.03(a)(ii), any Person may merge into another Person to consummate a book value that Permitted Acquisition; (1vi) is greater than 10% of the Consolidated Total Assets of the Company or (2) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter)any Person may enter into a Sale and Leaseback Transaction permitted under Section 6.10; and (vvii) any Subsidiary that is not a Loan Party (or, in the case of a Subsidiary that is a Loan Party, (A) if such Subsidiary is a US Loan Party, so long as its assets are transferred to a US Loan Party upon dissolution or liquidation and (B) if such Subsidiary is a Foreign Loan Party, so long as its assets are transferred to a Loan Party upon dissolution or liquidation) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Date.

Fundamental Changes and Asset Sales. (a) The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation; (ii) any Subsidiary may merge into a Loan Party Subsidiary Guarantor or the Company in a transaction in which the surviving entity is such Loan Party a Subsidiary Guarantor or the Company (provided that any such merger involving the Company must result in the Company as the surviving entity) and any Subsidiary which is not a Loan Party may merge into another Subsidiary which is not a Loan Party); (iii) the Company or any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and the Company or any Subsidiary which is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary which is not a Loan PartyGuarantor; (iv) the Company and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment that is obsolete or no longer useful for value in any meaningful way in its businessthe ordinary course of business consistent with past practice, (C) enter into licenses of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions thatof assets, the book value of which, together with the book value of all other Property assets of the Company and its Subsidiaries previously leasedsold, sold transferred, leased or disposed of as permitted by in reliance upon this clause (D) during any Fiscal Year fiscal year of the Company, does not represent Property with a book value that (1) is greater than 10% of the Consolidated Total Assets exceed $15,000,000 in any fiscal year of the Company or (2) is responsible for more than 10% $40,000,000 during the term of the consolidated net sales or of the Consolidated Net Income of the Company, in each case, as would be shown in the consolidated financial statements of the Company as at the beginning of the four-quarter period ending with the quarter in which such determination is made (or if financial statements have not been delivered hereunder for that quarter which begins the four quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter)this Agreement; and (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related related, complimentary or incidental thereto. (c) The Company will not, nor will it permit any of its Subsidiaries to, change its Fiscal Year fiscal year from the basis in effect on the Effective Date.