Common use of Maintenance of Subsidiaries Clause in Contracts

Maintenance of Subsidiaries. No Borrower shall, or shall permit or cause any Subsidiary to, (i) other than Zipcar Finance, sell, dispose of, convey, or allow a Lien to arise on any of its assets, including Intellectual Property owned by such Subsidiary (and for this purpose, the definition of “Intellectual Property” shall be deemed to refer to such Subsidiary) except for non-exclusive licenses and sublicenses entered into in the ordinary course of business and other Permitted Liens and except as provided in Section 7.2 hereof; (ii) divest or “spin-off” any Subsidiary except where as a result of such transaction such Borrower and/or such Borrower’s shareholders or affiliates retain or obtain majority ownership of such Subsidiary; (iii) merge or consolidate any Subsidiary with or into another entity (unless as a result of such merger Borrower and/or Borrower’s shareholders or affiliates retain or obtain majority ownership of the surviving entity); (iv) permit a Change of Control (as defined below) of any Subsidiary; or (v) permit a Lien other than Permitted Liens, (and for this purpose, the definitions of “Lien” and “Permitted Liens” shall be deemed to refer to such Subsidiary), to arise on, or make a pledge of, any capital stock of any Subsidiary in favor of any person other than Agent on behalf of Lenders. For the purposes of this Section 7.12, a “Change of Control” shall mean, any transaction or series of related transactions (other than through the sale of preferred stock to existing or future equity investors and other than through public offerings of a Borrower’s securities) whereby such Borrower and/or a Borrower’s shareholders or affiliates of a Borrower holding in excess of 50% of the outstanding voting capital stock of any Subsidiary immediately prior to such transaction or transactions, shall own less than 50% of the outstanding voting or capital stock of such Subsidiary immediately following such transaction or transactions.

Maintenance of Subsidiaries. No Borrower shallshall not, or and shall not permit or cause any Subsidiary to, (i) other than Zipcar Finance, sell, dispose of, convey, or allow a Lien to arise on any of its the assets, including Intellectual Property (as defined in Exhibit A) owned by such Subsidiary (and for this purpose, the definition of “Intellectual Property” shall be deemed to refer to such Subsidiary) except for non-exclusive licenses and sublicenses entered into in the ordinary course of business and other Permitted Liens and except as provided in Section 7.2 hereofLiens; (ii) divest or “spin-off” off any Subsidiary except where as a result of such transaction such Borrower and/or such Borrower’s shareholders or affiliates retain or obtain majority ownership of such Subsidiary; (iii) merge or consolidate any Subsidiary with or into another entity (unless as a result of such merger Borrower and/or Borrower’s shareholders or affiliates retain or obtain majority ownership of the surviving entity); (iv) permit a Change of Control (as defined below) of any Subsidiary; or (v) permit a Lien other than Permitted Liens, (and for this purpose, the definitions of “Lien” and “Permitted Liens” shall be deemed to refer to such Subsidiary), to arise on, or make a pledge of, any capital stock of any Subsidiary in favor of any person other than Agent on behalf Lender; or (vi) materially change the corporate structure and business operations of Lendersany of its Subsidiaries. For the purposes of this Section 7.127.11, a “Change of Control” shall mean, any transaction or series of related transactions (other than through whereby the sale of preferred stock to existing or future equity investors and other than through public offerings of a Borrower’s securities) whereby such Borrower and/or a Borrower’s shareholders or affiliates of a Borrower holding in excess of 50% of the outstanding voting capital stock of any Subsidiary immediately prior to such transaction or transactions, shall own less than 50% of the outstanding voting or capital stock of such Subsidiary immediately following such transaction or transactionstransactions other than as a result of a the sale of Borrower’s capital stock to a venture capital firm or similar investment fund or institution pursuant to a bona fide equity financing transaction.

Maintenance of Subsidiaries. No Borrower shallshall not, or and shall not permit or cause any Subsidiary to, (i) other than Zipcar Finance, sell, dispose of, convey, or allow a Lien to arise on any of its assets, including Intellectual Property (as defined in Exhibit A) owned by such Subsidiary (and for this purpose, the definition of “Intellectual Property” shall be deemed to refer to such Subsidiary) except for non-exclusive licenses and sublicenses entered into in the ordinary course of business and other Permitted Liens and except as provided in Section 7.2 hereofbusiness; (ii) divest or “spin-off” any Subsidiary except where as a result of such transaction such Borrower and/or such Borrower’s shareholders or affiliates retain or obtain majority ownership of such Subsidiary; (iii) merge or consolidate any Subsidiary with or into another entity (unless as a result of such merger Borrower and/or Borrower’s shareholders or affiliates retain or obtain majority ownership of the surviving entity); (iv) permit a Change of Control (as defined below) of any Subsidiary; or (v) permit a Lien other than Permitted Liens, (and for this purpose, the definitions of “Lien” and “Permitted Liens” shall be deemed to refer to such Subsidiary), to arise on, or make a pledge of, any capital stock of any Subsidiary in favor of any person other than Agent on behalf Lender; or (vi) materially change the corporate structure and business operations of Lendersthe Borrower and its Subsidiaries taken as a whole. For the purposes of this Section 7.127.10, a “Change of Control” shall mean, any transaction or series of related transactions (other than through whereby the sale of preferred stock to existing or future equity investors and other than through public offerings of a Borrower’s securities) whereby such Borrower and/or a Borrower’s shareholders or affiliates of a Borrower holding in excess of 50% of the outstanding voting capital stock of any Subsidiary immediately prior to such transaction or transactions, shall own less than 50% of the outstanding voting or capital stock of such Subsidiary immediately following such transaction or transactions.

Maintenance of Subsidiaries. No Borrower shallshall not, or and shall not permit or cause any Subsidiary to, (i) other than Zipcar Finance, sell, dispose of, convey, or allow a Lien to arise on any of its assets, including Intellectual Property (as defined in Exhibit A) owned by such Subsidiary (and for this purpose, the definition of “Intellectual Property” shall be deemed to refer to such Subsidiary) except for non-non- exclusive licenses and sublicenses entered into in the ordinary course of business and other Permitted Liens and except as provided in Section 7.2 hereofbusiness; (ii) divest or “spin-off” ’ any Subsidiary except where as a result of such transaction such Borrower and/or such Borrower’s shareholders or affiliates retain or obtain majority ownership of such Subsidiary; (iii) merge or consolidate any Subsidiary with or into another entity (unless as a result of such merger Borrower and/or Borrower’s shareholders or affiliates retain or obtain majority ownership of the surviving entity); (iv) permit a Change of Control (as defined below) of any Subsidiary; or (v) permit a Lien other than Permitted Liens, (and for this purpose, the definitions of “Lien” and “Permitted Liens” shall be deemed to refer to such Subsidiary), to arise on, or make a pledge of, any capital stock of any Subsidiary in favor of any person other than Agent on behalf Lender; or (vi) materially change the corporate structure and business operations of Lendersthe Borrower and its Subsidiaries taken as a whole. For the purposes of this Section 7.127.10, a “Change of Control” shall mean, any transaction or series of related transactions (other than through whereby the sale of preferred stock to existing or future equity investors and other than through public offerings of a Borrower’s securities) whereby such Borrower and/or a Borrower’s Borrower s shareholders or affiliates of a Borrower holding in excess of 50% of the outstanding voting capital stock of any Subsidiary immediately prior to such transaction or transactions, shall own less than 50% of the outstanding voting or capital stock of such Subsidiary immediately following such transaction or transactions.

Maintenance of Subsidiaries. No Borrower shallshall not, or and shall not permit or cause any Subsidiary to, (i) other than Zipcar Finance, sell, dispose of, convey, or allow a Lien Lien, other than Permitted Liens, to arise on any of its assets, including Intellectual Property owned by such Subsidiary (and for this purpose, the definition of “Intellectual Property” shall be deemed to refer to such Subsidiary) except for non-exclusive licenses and sublicenses entered into in the ordinary course of business and other Permitted Liens and except as provided in Section 7.2 hereofbusiness; (ii) divest or “spin-off” any Subsidiary except where as a result of such transaction such Borrower and/or such Borrower’s shareholders or affiliates retain or obtain majority ownership of such Subsidiary; (iii) merge or consolidate any Subsidiary with or into another entity (unless as a result of such merger Borrower and/or Borrower’s shareholders or affiliates retain or obtain majority ownership of the surviving entity); (iv) permit a Change of Control (as defined below) of any Subsidiary; or (v) permit a Lien other than Permitted Liens, (and for this purpose, the definitions of “Lien” and “Permitted Liens” shall be deemed to refer to such Subsidiary), to arise on, or make a pledge of, any capital stock of any Subsidiary in favor of any person other than Agent on behalf Lender; or (vi) materially change the corporate structure and business operations of Lendersthe Borrower and its Subsidiaries taken as a whole. For the purposes of this Section 7.127.10, a “Change of Control” shall mean, any transaction or series of related transactions (other than through whereby the sale of preferred stock to existing or future equity investors and other than through public offerings of a Borrower’s securities) whereby such Borrower and/or a Borrower’s shareholders or affiliates of a Borrower holding in excess of 50% of the outstanding voting capital stock of any Subsidiary immediately prior to such transaction or transactions, shall own less than 50% of the outstanding voting or capital stock of such Subsidiary immediately following such transaction or transactions. Notwithstanding the foregoing, (a) the existing financing arrangement between MBI Israel and Bank Leumi; (b) the existing financing arrangements between Integrity and Bank Leumi and Discount Bank; (c) the Indebtedness owed to the former shareholders of GlassHouse Technologies AG, in an amount not to exceed CHF 415,000 and the Indebtedness owed to the former shareholders of Systems Group Integration, Ltd. In an amount not to exceed £72,000; and (d) the amounts advanced to GlassHouse Technologies AG under a receivables factoring agreement with Credit Suisse, in an amount not to exceed CHF 500,000, shall be deemed “Permitted Indebtedness” and “Permitted Liens” hereunder, provided, however, Borrower shall not cause either MBI Israel or Integrity to grant additional Liens to either Bank Leumi, Discount Bank or any other entity. VII. Exhibit A, the 14th paragraph, beginning with “Notwithstanding the foregoing…” and including subsections (a) – (g), shall be deleted in its entirety. VIII. Exhibit H, the Negative Pledge Agreement shall be deleted in its entirety.

Maintenance of Subsidiaries. No Borrower shallshall not, or and shall not permit or cause any Subsidiary to, (i) other than Zipcar Finance, sell, dispose of, convey, or allow a Lien to arise on convey any of its assets, including Intellectual Property (as defined in Exhibit A) owned by such Subsidiary (and for this purpose, the definition of “Intellectual Property” shall be deemed to refer to such Subsidiary) except for (a) non-exclusive licenses and sublicenses entered into in the ordinary course of business business; and other Permitted Liens and except as provided (b) sales of inventory in Section 7.2 hereofthe ordinary course of business; (ii) divest or “spin-off” any Subsidiary except where as a result of such transaction such Borrower and/or such Borrower’s shareholders or affiliates retain or obtain majority ownership of such Subsidiary; (iii) merge or consolidate any Subsidiary with or into another entity (unless as a result of such merger Borrower and/or Borrower’s shareholders or affiliates retain or obtain majority ownership of the surviving entity); (iv) permit a Change of Control (as defined below) of any Subsidiary; or (v) permit a Lien other than Permitted Liens, (and for this purpose, the definitions of “Lien” and “Permitted Liens” shall be deemed to refer to such Subsidiary), to arise onon any of it assets, or make a pledge of, any capital stock of any Subsidiary in favor of any person other than Agent on behalf Lender; or (vi) materially change the corporate structure and business operations of Lendersthe Borrower and its Subsidiaries taken as a whole. For the purposes of this Section 7.127.11, a “Change of Control” shall mean, any transaction or series of related transactions (other than through whereby the sale of preferred stock to existing or future equity investors and other than through public offerings of a Borrower’s securities) whereby such Borrower and/or a Borrower’s shareholders or affiliates of a Borrower holding in excess of 50% of the outstanding voting capital stock of any Subsidiary immediately prior to such transaction or transactions, shall own less than 50% of the outstanding voting or capital stock of such Subsidiary immediately following such transaction or transactionstransactions other than as a result of a the sale of Borrower’s capital stock to a venture capital firm or similar investment fund or institution pursuant to a bona fide equity financing transaction, including an initial public offering.

Maintenance of Subsidiaries. No Borrower shallshall not, or and shall not permit or cause any Subsidiary to, (i) other than Zipcar Finance, sell, dispose of, convey, or allow a Lien to arise on any of its assets, including Intellectual Property owned by such Subsidiary (and for this purpose, the definition of “Intellectual Property” shall be deemed to refer to such Subsidiary) except for non-exclusive licenses and sublicenses entered into in the ordinary course of business and other Permitted Liens and except as provided in Section 7.2 hereofbusiness; (ii) divest or “spin-off” any Subsidiary except where as a result of such transaction such Borrower and/or such Borrower’s shareholders or affiliates retain or obtain majority ownership of such Subsidiary; (iii) merge or consolidate any Subsidiary with or into another entity (unless as a result of such merger Borrower and/or Borrower’s shareholders or affiliates retain or obtain majority ownership of the surviving entity); (iv) permit a Change of Control (as defined below) of any Subsidiary; or (v) permit a Lien other than Permitted Liens, (and for this purpose, the definitions of “Lien” and “Permitted Liens” shall be deemed to refer to such Subsidiary), to arise on, or make a pledge of, any capital stock of any Subsidiary in favor of any person other than Agent on behalf Lender; or (vi) materially change the corporate structure and business operations of Lendersthe Borrower and its Subsidiaries taken as a whole. For the purposes of this Section 7.127.10, a “Change of Control” shall mean, any transaction or series of related transactions (other than through whereby the sale of preferred stock to existing or future equity investors and other than through public offerings of a Borrower’s securities) whereby such Borrower and/or a Borrower’s shareholders or affiliates of a Borrower holding in excess of 50% of the outstanding voting capital stock of any Subsidiary immediately prior to such transaction or transactions, shall own less than 50% of the outstanding voting or capital stock of such Subsidiary immediately following such transaction or transactions. Except as amended hereby, the Agreement remains unmodified and unchanged. By: /s/ Xxxx X. Xxxxxxx By: LIGHTHOUSE MANAGEMENT PARTNERS V, L.L.C., its general partner Name: Xxxx X. Xxxxxxx Title: Chief Executive Officer By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Chief Financial Officer Exhibit B-1 Form of Note – Commitment Two Exhibit C-1 Form of New Warrant – Lender Exhibit C-2 Form of New Warrant – LCP-IV Exhibit D-1 Form of Notice of Borrowing Exhibit E-1 Incumbency Certificate Exhibit J Foreign Guarantee Exhibit K Foreign Perfection Documents • Debenture • Landlord Letter • Board Minutes • HSBC Deed of Priorities • Shareholder Resolutions Exhibit L Stock Pledge Agreement (including stock transfer form) EXHIBIT B-1 [ ] SECURED PROMISSORY NOTE This SECURED PROMISSORY NOTE (this “Note”) is made , 200 , by GLASSHOUSE TECHNOLOGIES, INC. (“Borrower”) in favor of LIGHTHOUSE CAPITAL PARTNERS V, L.P. (collectively with its assigns, “Lender”). Initially capitalized terms used and not otherwise defined herein are defined in that certain Loan and Security Agreement No. 3091 between Borrower and Lender dated June 30, 2004 (the “Loan Agreement”). FOR VALUE RECEIVED, Borrower promises to pay in lawful money of the United States, to the order of Lender, at 500 Drake’s Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxx 00000, or such other place as Lender may from time to time designate (“Lender’s Office”), the sum of $ plus all other monies advanced under or owing on account of the Advance evidenced hereby under that certain Loan and Security Agreement No. 4091 between Borrower and Lender dated June 30, 2004, as amended by Amendment 02 (the “Loan Agreement”), including interest on the unpaid balance of the Advance at the Basic Rate accruing from the Funding Date, and all other amounts due or to become due hereunder according to the terms hereof. Capitalized terms used and not otherwise defined herein are defined in the Loan Agreement.

Maintenance of Subsidiaries. No Except as set forth in Section 6.10 hereof, Borrower shallshall not, or and shall not permit or cause any Subsidiary to, (i) other than Zipcar Finance, sell, dispose of, convey, or allow a Lien to arise on any of its assets, including Intellectual Property (as defined in Exhibit A) owned by such Subsidiary (and for this purpose, the definition of “Intellectual intellectual Property” shall be deemed to refer to such Subsidiary) except for non-exclusive licenses and sublicenses entered into in the ordinary course of business and other Permitted Liens and except as provided in Section 7.2 hereofbusiness; (ii) divest or “spin-off” any Subsidiary except where as a result of such transaction such Borrower and/or such Borrower’s shareholders or affiliates retain or obtain majority ownership of such Subsidiary; (iii) merge or consolidate any Subsidiary with or into another entity (unless as a result of such merger Borrower and/or Borrower’s shareholders or affiliates retain or obtain majority ownership of the surviving entity); (iv) permit a Change of Control (as defined below) of any Subsidiary; or (v) permit a Lien other than Permitted Liens, (and for this purpose, the definitions of “Lien” and “Permitted Liens” shall be deemed to refer to such Subsidiary), to arise on, or make a pledge of, any capital stock of any Subsidiary in favor of any person other than Agent on behalf Lender; or (vi) materially change the corporate structure and business operations of Lendersthe Borrower and its Subsidiaries taken as a whole. For the purposes of this Section 7.12, a “Change of Control” shall mean, any transaction or series of related transactions (other than through whereby the sale of preferred stock to existing or future equity investors and other than through public offerings of a Borrower’s securities) whereby such Borrower and/or a Borrower’s shareholders or affiliates of a Borrower holding in excess of 50% of the outstanding voting capital stock of any Subsidiary immediately prior to such transaction or transactions, shall own less than 50% of the outstanding voting or capital stock of such Subsidiary immediately following such transaction or transactions.

Maintenance of Subsidiaries. No Except as set forth in Section 6.10 hereof Borrower shallshall not, or and shall not permit or cause any Subsidiary to, (i) other than Zipcar Financeexcept with respect to Columbus, and upon Agent’s approval with respect to any future Exempt Subsidiary, which approval shall not be unreasonably withheld and timely, sell, dispose of, convey, or allow a Lien to arise on any of its assets, including Intellectual Property (as defined in Exhibit A) owned by such Subsidiary (and for this purpose, the definition of “Intellectual Property” shall be deemed to refer to such Subsidiary) except for non-exclusive licenses and sublicenses entered into in the ordinary course of business and other Permitted Liens and except as provided in Section 7.2 hereofbusiness; (ii) divest or “spin-off” any Subsidiary except where as a result of such transaction such Borrower and/or such Borrower’s shareholders or affiliates retain or obtain majority ownership of such Subsidiary; (iii) merge or consolidate any Subsidiary with or into another entity (unless as a result of such merger Borrower and/or Borrower’s shareholders or affiliates retain or obtain majority ownership of the surviving entity); (iv) permit a Change of Control (as defined below) of any Subsidiary; or (v) permit a Lien other than Permitted Liens, (and for this purpose, the definitions of “Lien” and “Permitted Liens” shall be deemed to refer to such Subsidiary), to arise on, or make a pledge of, any capital stock of any Subsidiary in favor of any person other than Agent on behalf Lender; or (vi) materially change the corporate structure and business operations of Lendersthe Borrower and its Subsidiaries taken as a whole. For the purposes of this Section 7.12, a “Change of Control” shall mean, any transaction or series of related transactions (other than through whereby the sale of preferred stock to existing or future equity investors and other than through public offerings of a Borrower’s securities) whereby such Borrower and/or a Borrower’s shareholders or affiliates of a Borrower holding in excess of 50% of the outstanding voting capital stock of any Subsidiary immediately prior to such transaction or transactions, shall own less than 50% of the outstanding voting or capital stock of such Subsidiary immediately following such transaction or transactions.

Maintenance of Subsidiaries. No Borrower shallshall not, or and shall not permit or cause any Subsidiary to, (i) other than Zipcar Finance, sell, dispose of, convey, or allow a Lien to arise on any of its assets, including Intellectual Property owned by such Subsidiary (and for this purpose, the definition of “Intellectual Property” shall be deemed to refer to such Subsidiary) except for non-exclusive licenses and sublicenses entered into in the ordinary course of business and other Permitted Liens and except as provided in Section 7.2 hereofbusiness; (ii) divest or “spin-off” any Subsidiary except where as a result of such transaction such Borrower and/or such Borrower’s shareholders or affiliates retain or obtain majority ownership of such Subsidiary; (iii) merge or consolidate any Subsidiary with or into another entity (unless as a result of such merger Borrower and/or Borrower’s shareholders or affiliates retain or obtain majority ownership of the surviving entity); (iv) permit a Change of Control (as defined below) of any Subsidiary; or (v) permit a Lien other than Permitted Liens, (and for this purpose, the definitions of “Lien” and “Permitted Liens” shall be deemed to refer to such Subsidiary), to arise on, or make a pledge of, any capital stock of any Subsidiary in favor of any person other than Agent on behalf Lender; or (vi) materially change the corporate structure and business operations of Lendersthe Borrower and its Subsidiaries taken as a whole. For the purposes of this Section 7.127.10, a “Change of Control” shall mean, any transaction or series of related transactions (other than through whereby the sale of preferred stock to existing or future equity investors and other than through public offerings of a Borrower’s securities) whereby such Borrower and/or a Borrower’s shareholders or affiliates of a Borrower holding in excess of 50% of the outstanding voting capital stock of any Subsidiary immediately prior to such transaction or transactions, shall own less than 50% of the outstanding voting or capital stock of such Subsidiary immediately following such transaction or transactions. Except as amended hereby, the Agreement remains unmodified and unchanged. BORROWER: LENDER: GLASSHOUSE TECHNOLOGIES, INC. LIGHTHOUSE CAPITAL PARTNERS V, L.P. By: /s/ Xxxx X. Xxxxxxx By: LIGHTHOUSE MANAGEMENT PARTNERS V, L.L.C., its general partner Name: Xxxx X. Xxxxxxx Title: Chief Executive Officer By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Chief Financial Officer Exhibits Exhibit B-1 Form of Note – Commitment Two Exhibit C-1 Form of New Warrant – Lender Exhibit C-2 Form of New Warrant – LCP-IV Exhibit D-1 Form of Notice of Borrowing Exhibit E-1 Incumbency Certificate Exhibit J Foreign Guarantee Exhibit K Foreign Perfection Documents • Debenture • Landlord Letter • Board Minutes • HSBC Deed of Priorities • Shareholder Resolutions Exhibit L Stock Pledge Agreement (including stock transfer form) EXHIBIT B-1 [ ] SECURED PROMISSORY NOTE This SECURED PROMISSORY NOTE (this “Note”) is made , 200 , by GLASSHOUSE TECHNOLOGIES, INC. (“Borrower”) in favor of LIGHTHOUSE CAPITAL PARTNERS V, L.P. (collectively with its assigns, “Lender”). Initially capitalized terms used and not otherwise defined herein are defined in that certain Loan and Security Agreement No. 3091 between Borrower and Lender dated June 30, 2004 (the “Loan Agreement”). FOR VALUE RECEIVED, Borrower promises to pay in lawful money of the United States, to the order of Lender, at 500 Drake’s Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxx 00000, or such other place as Lender may from time to time designate (“Lender’s Office”), the sum of $ plus all other monies advanced under or owing on account of the Advance evidenced hereby under that certain Loan and Security Agreement No. 4091 between Borrower and Lender dated June 30, 2004, as amended by Amendment 02 (the “Loan Agreement”), including interest on the unpaid balance of the Advance at the Basic Rate accruing from the Funding Date, and all other amounts due or to become due hereunder according to the terms hereof. Capitalized terms used and not otherwise defined herein are defined in the Loan Agreement.

Maintenance of Subsidiaries. No Borrower shallshall not, or and shall not permit or cause any Subsidiary to, (i) other than Zipcar Finance, sell, dispose of, convey, or allow a Lien to arise on any of its assets, including Intellectual Property owned by such Subsidiary (and for this purpose, the definition of “Intellectual Property” shall be deemed to refer to such Subsidiary) except for non-exclusive licenses and sublicenses entered into in the ordinary course of business and other Permitted Liens and except as provided in Section 7.2 hereofbusiness; (ii) divest or “spin-off” any Subsidiary except where as a result of such transaction such Borrower and/or such Borrower’s shareholders or affiliates retain or obtain majority ownership of such Subsidiary; (iii) merge or consolidate any Subsidiary with or into another entity (unless as a result of such merger Borrower and/or Borrower’s shareholders or affiliates retain or obtain majority ownership of the surviving entity); (iv) permit a Change of Control (as defined below) of any Subsidiary; or (v) permit a Lien other than Permitted Liens, (and for this purpose, the definitions of “Lien” and “Permitted Liens” shall be deemed to refer to such Subsidiary), to arise on, or make a pledge of, any capital stock of any Subsidiary in favor of any person other than Agent on behalf Lender; or (vi) materially change the corporate structure and business operations of Lendersthe Borrower and its Subsidiaries taken as a whole. For the purposes of this Section 7.127.10, a “Change of Control” shall mean, any transaction or series of related transactions (other than through whereby the sale of preferred stock to existing or future equity investors and other than through public offerings of a Borrower’s securities) whereby such Borrower and/or a Borrower’s shareholders or affiliates of a Borrower holding in excess of 50% of the outstanding voting capital stock of any Subsidiary immediately prior to such transaction or transactions, shall own less than 50% of the outstanding voting or capital stock of such Subsidiary immediately following such transaction or transactions. Notwithstanding the foregoing, (a) the existing financing arrangement between MBI Israel and Bank Leumi and (b) the existing financing arrangements between Integrity and Bank Leumi and Discount Bank shall be deemed “Permitted Indebtedness” and “Permitted Liens” hereunder, provided, however, Borrower shall not cause either MBI Israel or Integrity to grant additional Liens to either Bank Leumi, Discount Bank or any other entity.

Maintenance of Subsidiaries. No Except as set forth in Section 6.10 hereof Borrower shallshall not, or and shall not permit or cause any Subsidiary to, (i) other than Zipcar Financeexcept with respect to Columbus, and upon Agent’s approval with respect to any future Exempt Subsidiary, which approval shall not he unreasonably withheld and timely, sell, dispose of, convey, or allow a Lien to arise on any of its assets, including Intellectual Property (as defined in Exhibit A) owned by such Subsidiary (and for this purpose, the definition of “Intellectual Property” shall be deemed to refer to such Subsidiary) except for non-exclusive licenses and sublicenses entered into in the ordinary course of business and other Permitted Liens and except as provided in Section 7.2 hereofbusiness; (ii) divest or “spin-offoft” any Subsidiary except where as a result of such transaction such Borrower and/or such Borrower’s shareholders or affiliates retain or obtain majority ownership of such Subsidiary; (iii) merge or consolidate any Subsidiary with or into another entity (unless as a result of such merger Borrower and/or Borrower’s shareholders or affiliates retain or obtain majority ownership of the surviving entity); (iv) permit a Change of Control (as defined below) of any Subsidiary; or (v) permit a Lien other than Permitted Liens, (and for this purpose, the definitions of “Lien” and “Permitted Liens” shall be deemed to refer to such Subsidiary), to arise on, or make a pledge of, . any capital stock of any Subsidiary in favor of any person other than Agent on behalf Lender; or (vi) materially change the corporate structure and business operations of Lendersthe Borrower and its Subsidiaries taken as a whole. For the purposes of this Section 7.12, a “Change of Control” shall mean, any transaction or series of related transactions (other than through whereby the sale of preferred stock to existing or future equity investors and other than through public offerings of a Borrower’s securities) whereby such Borrower and/or a Borrower’s shareholders or affiliates of a Borrower holding in excess of 50% of the outstanding voting capital stock of any Subsidiary immediately prior to such transaction or transactions, shall own less than 50% of the outstanding voting or capital stock of such Subsidiary immediately following such transaction or transactions.

Maintenance of Subsidiaries. No Except as set forth in Section 6.10 hereof, Borrower shallshall not, or and shall not permit or cause any Subsidiary to, (i) other than Zipcar Finance, sell, dispose of, convey, or allow a Lien to arise on any of its assets, including Intellectual Property (as defined in Exhibit A) owned by such Subsidiary (and for this purpose, the definition of “Intellectual Property” shall be deemed to refer to such Subsidiary) except for non-exclusive licenses and sublicenses entered into in the ordinary course of business and other Permitted Liens and except as provided in Section 7.2 hereofbusiness; (ii) divest or “spin-off” any Subsidiary except where as a result of such transaction such Borrower and/or such Borrower’s shareholders or affiliates retain or obtain majority ownership of such Subsidiary; (iii) merge or consolidate any Subsidiary with or into another entity (unless as a result of such merger Borrower and/or Borrower’s shareholders or affiliates retain or obtain majority ownership of the surviving entity); (iv) permit a Change of Control (as defined below) of any Subsidiary; or (v) permit a Lien other than Permitted Liens, (and for this purpose, the definitions of “Lien” and “Permitted Liens” shall be deemed to refer to such Subsidiary), to arise on, or make a pledge of, any capital stock of any Subsidiary in favor of any person other than Agent on behalf Lender; or (vi) materially change the corporate structure and business operations of Lendersthe Borrower and its Subsidiaries taken as a whole. For the purposes of this Section 7.12, a “Change of Control” shall mean, any transaction or series of related transactions (other than through whereby the sale of preferred stock to existing or future equity investors and other than through public offerings of a Borrower’s securities) whereby such Borrower and/or a Borrower’s shareholders or affiliates of a Borrower holding in excess of 50% of the outstanding voting capital stock of any Subsidiary immediately prior to such transaction or transactions, shall own less than 50% of the outstanding voting or capital stock of such Subsidiary immediately following such transaction or transactions.

Maintenance of Subsidiaries. No Borrower shall, or shall permit or cause any Subsidiary to, (i) other than Zipcar Finance, sell, dispose of, convey, or allow a Lien to arise on any of its assets, including Intellectual Property owned by such Subsidiary (and for this purpose, the definition of “Intellectual Property” shall be deemed to refer to such Subsidiary) except for non-exclusive licenses and sublicenses entered into in the ordinary course of business and other Permitted Liens and except as provided in Section 7.2 hereof; (ii) divest or “spin-off” off any Subsidiary except where as a result of such transaction such Borrower and/or such Borrower’s shareholders or affiliates retain or obtain majority ownership of such Subsidiary; (iii) merge or consolidate any Subsidiary with or into another entity (unless as a result of such merger Borrower and/or Borrower’s shareholders or affiliates retain or obtain majority ownership of the surviving entity); (iv) permit a Change of Control (as defined below) of any Subsidiary; or (v) permit a Lien other than Permitted Liens, (and for this purpose, the definitions of “Lien” and “Permitted Liens” shall be deemed to refer to such Subsidiary), to arise on, or make a pledge of, any capital stock of any Subsidiary in favor of any person other than Agent on behalf of LendersLender. For the purposes of this Section 7.12, a “Change of Control” shall mean, any transaction or series of related transactions (other than through the sale of preferred stock to existing or future equity investors and other than through public offerings of a Borrower’s securities) whereby such Borrower and/or a Borrower’s shareholders or affiliates of a Borrower holding in excess of 50% of the outstanding voting capital stock of any Subsidiary immediately prior to such transaction or transactions, shall own less than 50% of the outstanding voting or capital stock of such Subsidiary immediately following such transaction or transactions.

Maintenance of Subsidiaries. No Borrower shall, or shall permit or cause any Subsidiary to, not (i) other than Zipcar Finance, sell, dispose of, convey, or allow a Lien to arise on any of its assets, including Intellectual Property owned by such Subsidiary (and for this purpose, the definition of “Intellectual Property” shall be deemed to refer to such Subsidiary) except for non-exclusive licenses and sublicenses entered into in the ordinary course of business and other Permitted Liens and except as provided in Section 7.2 hereof; (ii) divest or “spin-off” ’ any Subsidiary except where as a result of such transaction such Borrower and/or such Borrower’s shareholders or affiliates retain or obtain majority ownership of such Subsidiary; (iiiii) merge or consolidate any Subsidiary with or into another entity (unless as a result of such merger Borrower and/or Borrower’s shareholders or affiliates retain or obtain majority ownership of the surviving entity); or (iviii) permit a Change of Control (as defined below) of any Subsidiary; . Borrower will not permit any Subsidiary to (i) enter into any transaction not in the ordinary course of Subsidiary’s business, including the sale, lease, license or (v) permit a Lien other disposition of its assets, other than (a) sales of inventory in the ordinary course of Subsidiary’s business; (b) licenses of Subsidiary’s intellectual property assets entered into in the ordinary course of business; and (c) sales of worn-out surplus or obsolete equipment and sales of other assets not in excess of $100,000 per calendar year; (ii) create, incur, assume or suffer to exist any Lien of any kind with respect to any of its property whether now owned or hereafter acquired, except for Permitted Liens, Liens (and for this purpose, the definitions of “Lien” and “Permitted Liens” shall be deemed to refer to such Subsidiary), to arise on, ) or make (iii) materially change its corporate structure and business operations resulting in a pledge of, any capital stock material change in the corporate structure and business operations of the Borrower and its Subsidiaries taken as a whole. Borrower covenants that it shall not permit any Subsidiary in favor of any person to hold intellectual property or material assets, other than Agent on behalf cash in bank accounts limited in the aggregate for all Subsidiaries to $125,000 plus amounts to be paid to employees and vendors in accordance with existing practices, at any one time. Borrower agrees to obtain Lender’s consent before establishing or causing a Subsidiary to hold material assets, which consent shall not be unreasonably withheld, but which consent shall require the granting to Lender of Lenders. For the purposes appropriate security interests in assets of this Section 7.12, a “Change of Control” shall mean, any transaction or series of related transactions (other than through the sale of preferred stock to existing or future equity investors and other than through public offerings of a Borrower’s securities) whereby such Borrower and/or a Borrower’s shareholders or affiliates of a Borrower holding ownership interests in excess of 50% of the outstanding voting capital stock of any Subsidiary immediately prior to such transaction or transactions, shall own less than 50% of the outstanding voting or capital stock of such Subsidiary immediately following such transaction or transactionssaid Subsidiary.

Maintenance of Subsidiaries. No Borrower shallThe Obligors shall not, or and shall not permit or cause any Subsidiary to, (i) other than Zipcar Finance, sell, dispose of, convey, or allow a Lien to arise on any of its assets, including Intellectual Property intellectual property owned by such Subsidiary (and for this purpose, the definition of “Intellectual Property” shall be deemed to refer to such Subsidiary) except for non-exclusive licenses and sublicenses entered into in the ordinary course of business and other Permitted Liens and except as provided in Section 7.2 hereofbusiness; (ii) divest or “spin-off” any Subsidiary except where as a result of such transaction such Borrower Obligors and/or such Borrower’s Obligors shareholders or affiliates retain or obtain obtain, directly or indirectly, majority ownership of such Subsidiary; (iii) merge merge, amalgamate or consolidate any Subsidiary with or into another entity (unless as a result of such merger Borrower or amalgamation, Obligors and/or Borrower’s Obligors’ shareholders or affiliates affiliates, directly or indirectly, retain or obtain majority ownership of the surviving entity); (iv) permit a Change of Control (as defined below) of any SubsidiarySubsidiary other than as a result of the sale of Enerkem Alberta LP units described in Section 7.2 above or the issuance by Enerkem Alberta LP of additional units in lieu thereof, it being acknowledged that once the foregoing occurs, Enerkem Alberta LP shall cease to be a Subsidiary for the purposes hereof; or (v) pledge or permit a Lien other than Permitted Liens, (and for this purpose, the definitions of “Lien” and “Permitted Liens” shall be deemed to refer to such Subsidiary), to arise on, or make a pledge of, any capital stock of any Subsidiary (other than Enerkem Mississippi) held, directly or indirectly, by Obligors, in favor favour of any other person other than Agent on behalf Lender; or (vi) materially change the corporate structure except for transactions specifically permitted in this Section 7.13 and the nature of Lendersthe business operations of the Obligors and their Subsidiaries taken as a whole. For the purposes of this Section 7.127.13, a “Change of Control” shall mean, any transaction or series of related transactions (other than through whereby the sale of preferred stock to existing or future equity investors and other than through public offerings of a Borrower’s securities) whereby such Borrower Obligors and/or a Borrower’s Obligors’ shareholders or affiliates of a Borrower holding Obligors holding, directly or indirectly, in excess of 50% of the outstanding voting capital stock of any Subsidiary immediately prior to such transaction or transactions, shall own own, directly or indirectly, less than 50% of the outstanding voting or capital stock of such Subsidiary immediately following such transaction or transactions.

Maintenance of Subsidiaries. No Borrower shall, or shall permit or cause any Subsidiary to, (i) other than Zipcar Finance, sell, dispose of, convey, or allow a Lien to arise on any of its assets, including Intellectual Property owned by such Subsidiary (and for this purpose, the definition of “Intellectual Property” shall be deemed to refer to such Subsidiary) except for non-exclusive licenses and sublicenses entered into in the ordinary course of business and other Permitted Liens and except as provided in Section 7.2 hereofLiens; (ii) divest or “spin-off” any Subsidiary except where as a result of such transaction such Borrower and/or such Borrower’s shareholders or affiliates retain or obtain majority ownership of such Subsidiary; (iii) merge or consolidate any Subsidiary with or into another entity (unless as a result of such merger Borrower and/or Borrower’s shareholders or affiliates retain or obtain majority ownership of the surviving entity); (iv) permit a Change of Control (as defined below) of any Subsidiary; or (v) permit a Lien other than Permitted Liens, (and for this purpose, the definitions of “Lien” and “Permitted Liens” shall be deemed to refer to such Subsidiary), to arise on, or make a pledge of, any capital stock of any Subsidiary in favor of any person other than Agent on behalf of Lenders. Lender; For the purposes of this Section 7.127.11, a “Change of Control” shall mean, any transaction or series of related transactions (other than through the sale of preferred stock to existing or future equity investors and other than through public offerings of a Borrower’s securities) whereby such Borrower and/or a Borrower’s shareholders or affiliates of a Borrower holding in excess of 50% of the outstanding voting capital stock of any Subsidiary immediately prior to such transaction or transactions, shall own less than 50% of the outstanding voting or capital stock of such Subsidiary immediately following such transaction or transactions.