Common use of Defaults and Remedies Clause in Contracts

Defaults and Remedies. Under the Indenture, Events of Default include: (1) defaults in the payment of interest on, or Additional Interest, if any, with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more; (5) any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (6) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If an Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, with respect to this Note.

Defaults and Remedies. Under the Indenture, Events An Event of Default includewith respect to this series of Securities is: (1) defaults default for 30 days in the payment of interest on, or Additional Interest, if any, with respect to on the Notes when the same becomes due and payable and the Securities of this series; default continues for a period of 30 days; (2) defaults in the payment of principal on them [If the Principal of the Notes when the same becomes due and payable at maturitySecurity is subject to redemption insert ", upon redemption or otherwise"; (3) and, if the Security is entitled to a sinking fund also add "or in the making of any sinking fund payment"]; failure by OI Group or any of its Restricted Subsidiaries the Company for 60 days after notice to it to comply with any of the its other covenants, conditions or agreements in the IndentureIndenture or the Securities of this series; a default under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Notes and the Guarantees of the Notes Company (including a default with respect to Securities of any Guarantor); (4series other than this series) default or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness indebtedness for money borrowed by OI Group or any Restricted Subsidiary the Company (or including the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) Indenture), whether such Indebtedness indebtedness now exists or Guarantee now existsshall hereafter be created, or is created after the Issue Date, if that default: (a) is caused by which default shall involve an amount in excess of $10,000,000 and shall constitute a failure to pay principal of, such indebtedness when due and payable after the expiration of any applicable grace period with respect thereto and shall have resulted in such indebtedness becoming or interest or premium, if any, on such Indebtedness being declared due and payable prior to the expiration of the grace period provided in date on which it would otherwise have become due and payable, without such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionindebtedness having been discharged, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has acceleration having been a Payment Default rescinded or the maturity of which has been so accelerated, aggregates $100.0 million or more; (5) any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for annulled within a period of 60 days; (6) except 30 days after notice as permitted by provided in the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group certain events of bankruptcy or any insolvency. [Add other events of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. default if applicable.] If an Event of Default other than an Event or Default specified in clauses (7) and (8) with respect to this series of the preceding paragraph Securities occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, Securities of this series may declare all the unpaid Principal Securities of and any accrued and unpaid interest on the Notes this series to be due and payable immediately. [If the Security is a Discounted Security, add "The amount due and payable shall be equal to" [insert formula for determining the amount]. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such declaration the Principal (or such lesser amount) and interest shall be due legally enforceable), all of the Company's obligations in respect of the payment of the principal and payable immediately. At any time after a declaration interest, if any, on the Discounted Securities of acceleration with respect to the Notes has been made, the this series shall be terminated.] Holders of a majority in principal amount Securities of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would this series may not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under enforce the Indenture at or the request of any Holder Securities of this Note, unless such Holder shall have offered to series except as provided in the Indenture. The Trustee security and may require indemnity satisfactory to it against any loss, liability before it enforces the Indenture or expensethe Securities of this series. Subject to certain provisionslimitations, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to Securities of this series may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee, trust or power with respect to this Noteseries of the Securities. The Trustee may withhold from Holders of Securities of this series notice of any continuing default (except a default in payment of principal or interest) if it determines in good faith that withholding notice is in their interests. The Company is required to file periodic reports with the Trustee as to the absence of default.

Defaults and Remedies. Under the Indenture, Events of Default include: include (1) defaults each of which are more specifically described in the Indenture) (i) default for 30 days in payment of interest on, when due on the Securities; (ii) default in payment of principal of or Additional Interestpremium, if any, with respect on the Securities at Stated Maturity, upon required repurchase or upon optional redemption pursuant to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment paragraph 5 of the Principal of the Notes when the same becomes due and payable at maturitySecurities, upon redemption acceleration or otherwise; (3iii) the failure by the Company or any Subsidiary Guarantor to comply with its obligations under Article IV or Section 10.2(b) of the Indenture; (iv) failure by OI Group or the Company to comply for 30 days after notice with any of its Restricted Subsidiaries obligations under the covenants described under Sections 3.3 through 3.13 inclusive, Section 3.17 and Section 3.20 of the Indenture (in each case, other than a failure to purchase Securities when required under the Indenture, which failure shall constitute an Event of Default under clause (ii) above); (v) the failure by the Company to comply for 60 days after notice to comply with any of the its other agreements contained in the Indenture, Indenture or under the Notes and the Guarantees of the Notes (with respect to any Guarantor)Securities; (4vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: which default (a) is caused by a failure to pay when due principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of within the grace period provided in such Indebtedness on the date of such default (a “Payment Defaultpayment default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; final Stated Maturity (the “cross acceleration provision”) and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated, aggregates $100.0 15.0 million or more; (5vii) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary (the “bankruptcy provisions”); (viii) failure by the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgment or order for payment of money judgments aggregating in excess of $50.0 15.0 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall writing), which judgments are not have been paid, discharged or stayed for a period of 60 daysdays (the “judgment default provision”); or (6ix) except as permitted by the Indenture, any Subsidiary Guarantee of a Significant Subsidiary or group of Restricted Subsidiaries that taken together as of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease latest audited financial statements for any reason the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or any Guarantor, Subsidiary Guarantor that is a Significant Subsidiary or any Person acting on behalf a group of any Guarantor, shall deny Subsidiary Guarantors that taken together as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary denies or disaffirm disaffirms its obligations under the Indenture or its Guarantee of the Notes; Subsidiary Guarantee. However, a default under clauses (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (biv) and (c), v) will not constitute an Event of Default until the order Trustee or decree remains unstayed the Holders of 25% in principal amount of the outstanding Securities notify the Company of the default and the Company does not cure such default within the time specified in effect for 60 days; clauses (iv) and (9v) failure by OI Group or any hereof after receipt of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenturesuch notice. If an Event of Default (other than an Event or of Default specified described in clauses (7vii) and (8) of the preceding paragraph hereof) occurs and is continuing, the Trustee by notice to the Company, Company or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, Securities may declare all the unpaid Principal of and any accrued and unpaid interest on the Notes Securities to be due and payable immediately. Upon such declaration If an Event of Default described in (vii) hereof occurs and is continuing, the Principal (or such lesser amount) principal of, premium, if any, and accrued and unpaid interest shall on all the Securities will become and be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Notes has been madeIndenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of Securities may direct the Trustee during an in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default or Event of Default to act with the required standard (except a Default or Event of care, the Trustee Default in payment of principal or interest) if it determines that withholding notice is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, with respect to this Notetheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include: (1) defaults in the payment of interest on, or Additional InterestLiquidated Damages, if any, with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more; (5) any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (6) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If an Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, with respect to this Note.

Defaults and Remedies. Under the Indenture, Events of Default include: include (1a) defaults a Default in the any payment of interest on, or Additional Interest, if any, with respect to the Notes on any Note when the same becomes due and payable occurs, and the such default continues for a period of 30 days; (2b) defaults a Default in the payment of the Principal principal of the Notes or premium, if any, on any Note when the same becomes due and payable at maturityits Stated Maturity occurs, upon optional redemption or otherwise; (3c) failure by OI Group the Company or any of its Restricted Subsidiaries for 60 days after notice guarantor fails to comply with any of the other its agreements in the IndentureNotes, the Notes and the Guarantees Indenture or any guarantee of the Notes Notes, as applicable (with respect other than those referred to any Guarantor)in (a) or (b) above) and such failure continues for 60 days after the notice specified below; (4d) a default under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company in an individual principal amount outstanding of at least $50,000,000 or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness indebtedness for money borrowed by OI Group or any Restricted Subsidiary (or the payment Company in an individual principal amount outstanding of which is guaranteed by OI Group or any of its Restricted Subsidiaries) at least $50,000,000, whether such Indebtedness indebtedness now exists or Guarantee now existsshall hereafter be created, or is created after the Issue Date, if that default: (a) is caused by which default shall constitute a failure to pay $50,000,000 or more of the principal of, of such indebtedness when due and payable after the expiration of any applicable grace period with respect thereto or interest which default shall have resulted in such indebtedness becoming or premium, if any, on such Indebtedness being declared due and payable prior to the expiration date on which it would otherwise have become due and payable, without such payment being made in full or such acceleration having been rescinded or annulled, within a period of 30 days after the grace period provided in such Indebtedness on the date of such default notice specified below; (a “Payment Default”); or (be) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur any guarantee with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more; (5) any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (6) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease ceases for any reason to be be, or is asserted by the Company or the guarantor not to be, in full force and effect or and enforceable in accordance with its terms except to the extent contemplated by this Indenture and any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee such guarantee of the Notes; and (7f) certain events of bankruptcy or insolvency involving the Company, OI Group Company or any Significant Subsidiary of OI Group pursuant guarantor. A Default with respect to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; Notes under clause (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; and (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) above is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If not an Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, until the Trustee (by written notice to the Company, ) or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes (by written notice to the Company and the Trustee) gives notice of the Default and the Company does not cure such Default within the time specified in said clause (c) or (d), as provided applicable, after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Indenture, Notes may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration Certain events of bankruptcy or insolvency involving the Principal (or such lesser amount) and interest shall be Company are Events of Default which will result in the Notes being due and payable immediatelyimmediately upon the occurrence of such Events of Default. At any time after a declaration of acceleration with respect to Noteholders may not enforce the Indenture or the Notes has been madeexcept as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity and/or security reasonably satisfactory to it. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of may direct the Trustee during an in its exercise of any trust or power. The Trustee may withhold from Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it in good faith determines that withholding notice is not opposed to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, with respect to this Notetheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include: (1) defaults are set forth in the payment --------------------- Indenture. Upon the happening of interest on, or Additional Interest, if any, with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, specified in any individual caseSection 6.01, the Trustee may, and the Trustee upon the request of 25% in principal amount of any such Indebtedness is equal to or in excess of $50.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more; (5) any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time Securities shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (6) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If an Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of outstanding Securities may, declare the then outstanding Notes principal of and accrued but unpaid interest, if any, on all the Securities to be due and payable by notice in writing to the Company and the TrusteeTrustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall (except as provided in the Indenture, may declare the unpaid Principal clause (ii) of and any accrued and unpaid interest on the Notes to be this sentence) become immediately due and payable immediately. Upon such declaration or (ii) if there are any amounts outstanding under any of the Principal (or such lesser amount) and interest shall be instruments constituting Designated Senior Debt, will become due and payable immediatelyupon the first to occur of an acceleration under any of the instruments constituting Designated Senior Debt or five Business Days after receipt by the Company and the Representative of such Acceleration Notice (unless all Events of Default specified in such Acceleration Notice have been cured or waived). At If an Event of Default described under clauses (7) or (8) of Section 6.01 with respect to the Company occurs and is continuing, then such amount will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of Securities; provided, however, that at any time after a declaration of acceleration with -------- ------- respect to the Notes has been madeSecurities, the Holders of a majority in principal amount of the Securities then outstanding Notes may, under certain circumstances, (by notice to the Trustee) may rescind and cancel such acceleration declaration and its consequences if (i) the rescission would not conflict with any judgment or decree and if of a court of competent jurisdiction, (ii) all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal principal or interest on the Securities that has become due solely because by such declaration of acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Securities) on overdue installments of interest and overdue principal which has become due otherwise than by such declaration of acceleration has been paid, (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the acceleration. Subject to the duty cure or waiver of the Trustee during an a Default or Event of Default (with respect to act with the required standard Company) of carethe type described in Section 6.01(7) or (8), the Trustee is under no obligation to exercise any has received an Officers' Certificate and an Opinion of its rights Counsel that such Default or powers under the Indenture at the request Event of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability Default has been cured or expensewaived. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the The Holders of a majority in principal amount of the outstanding Notes have Securities may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the right to direct payment of the time, method and place principal of conducting or interest on any proceeding for exercising any remedy available to the Trustee, with respect to this NoteSecurities.

Defaults and Remedies. Under the Indenture, Events of Default include: include (1i) defaults default in the payment of contingent interest on, or Additional Interest, if any, with respect to the Notes when the same becomes due and payable or of interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for a period of 30 days; (2ii) defaults default in the payment of the Principal Amount at Maturity (or, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Notes Indenture following a Tax Event, the Restated Principal Amount), Initial Accreted Principal Amount plus accrued Issue Discount, Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, in respect of the Securities when the same becomes due and payable at maturity, upon redemption or otherwisepayable; (3iii) failure by OI Group the Company or any of its Restricted Subsidiaries for 60 days after notice the Guarantor to comply with any of the its other agreements in the IndentureIndenture or the Securities, the Notes subject to notice and the Guarantees lapse of the Notes (with respect to any Guarantor)time; (4iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the Company or the Guarantor to make any payment by the end of any applicable grace period provided after maturity of Debt in such Indebtedness on the date an amount (taken together with amounts in (b) below) in excess of such default (a “Payment Default”); $50,000,000, or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that Debt in an Event of Default shall not be deemed to occur amount (taken together with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, amounts in any individual case, the principal amount of any such Indebtedness is equal to or (a) above) in excess of $50.0 million, 50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such Indebtedness together with the principal amount acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any other such Indebtedness under which there has been a Payment Default failure or the maturity of which has been so accelerated, aggregates $100.0 million or more; (5) any final judgment or order for payment of money acceleration referred to in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (6) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; or (b) consents above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysbe continuing; and (9v) failure by OI Group certain events of bankruptcy or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indentureinsolvency. If an Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the CompanyTrustee, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the then outstanding Notes by notice to Securities at the Company and the Trustee, as provided in the Indenturetime outstanding, may declare all the unpaid Principal of and any accrued and unpaid interest on the Notes Securities to be due and payable immediately. Upon such declaration Certain events of bankruptcy or insolvency are Events of Default which will result in the Principal (or such lesser amount) and interest shall be Securities becoming due and payable immediatelyimmediately upon the occurrence of such Events of Default. At any time after a declaration of acceleration with respect Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Notes has been madeIndenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, the Holders of a majority in principal amount aggregate Principal Amount at Maturity of the then Securities at the time outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of may direct the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to in its exercise any of its rights or powers under the Indenture at the request of any Holder trust or power. The Trustee may withhold from Securityholders notice of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) above) if it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority determines that withholding notice is in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, with respect to this Notetheir interests.

Defaults and Remedies. Under the Indenture, Events of Default include: (1) defaults default for 30 days in the payment when due of interest onon the Notes; (2) default in payment when due of the principal of, or Additional Interestpremium, if any, with respect to on the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseNotes; (3) failure by OI Group the Company or a Subsidiary Guarantor to comply with any of its Restricted Subsidiaries covenant in the Indenture (other than a default specified in clause (1) or (2) above) for 60 days after written notice to comply with any by the Trustee or Holders of the other agreements at least 30% in the Indenture, the Notes and the Guarantees principal amount of the Notes (with respect to any Guarantor)then outstanding; (4) default under any mortgage, indenture or instrument under which there may be issued or document evidencing any indebtedness for borrowed money by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Company or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) Guarantor, whether such Indebtedness or Guarantee indebtedness now exists, exists or is created after the Issue Date, if that default: (aA) is caused by a failure to pay principal of, when due at final (and not any interim) maturity on or interest or premium, if any, on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default indebtedness (a “Payment Default”); or (bB) results in the acceleration of such Indebtedness indebtedness prior to its express maturity; providedmaturity (without such acceleration having been rescinded, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid annulled or prepaid within 20 Business Days after such declaration; otherwise cured), and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionindebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness indebtedness under which there has been a Payment Default or the maturity of which has been so acceleratedaccelerated (without such acceleration having been rescinded, annulled or otherwise cured), aggregates $100.0 300.0 million or more; provided that this clause (4) shall not apply to (i) secured indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such indebtedness and (ii) any indebtedness that is required to be converted into Qualifying Equity Interests upon the occurrence of certain designated events so long as no payments in cash or otherwise are required to be made in accordance with such conversion); (5) any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (6) except as permitted by the this Indenture, any Subsidiary Guarantee of the Notes any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary shall be held in any final and non-appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason (other than in accordance with its terms) to be in full force and effect or any GuarantorSubsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, or any Person acting on behalf of any GuarantorSubsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, shall deny or disaffirm in writing its or their obligations under its Guarantee or their Subsidiary Guarantees; and (6)(a) a court of competent jurisdiction (i) enters an order or decree under any Bankruptcy Law that is for relief against the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary in an involuntary case; (ii) appoints a custodian for all or substantially all of the Notesproperty of the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary; or (7iii) orders the liquidation of the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary and, in each of clauses (i), (ii) or (iii), the order, appointment or decree remains unstayed and in effect for at least 60 consecutive days; or (b) the Company, OI Group any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary of OI Group Subsidiary, pursuant to or within the meaning of any Bankruptcy Law: Law (ai) commences a voluntary case; (bii) consents to the entry of an order for relief against it in an involuntary case; (ciii) consents to the appointment of a Custodian custodian of it or for all or substantially all of its property; or (div) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If an Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, with respect to this Note.

Defaults and Remedies. Under the Indenture, Events of Default include: (1) defaults in the payment of interest on, or Additional InterestLiquidated Damages, if any, with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness Xxxxxxxxxxxx for money borrowed by OI Group or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more; (5) any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (6) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If an Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, with respect to this Note.

Defaults and Remedies. Under the Indenture, Events of Default includeinclude in summary form: (1i) defaults default for 30 days in the payment of interest on, or Additional Interestadditional interest when due on the Securities; (ii) default in payment of principal or premium, if any, on the Securities at Stated Maturity, upon required repurchase or upon optional redemption pursuant to paragraphs 5 and 6 of the Securities, upon declaration or otherwise; (iii) the failure by the Issuers to comply with respect to its obligations under Article IV of the Notes when Indenture; (iv) default in the same becomes due performance of any of the obligations described under Section 3.9 or Section 3.7 inclusive or under the covenants described under Article III inclusive of the Indenture and payable and the such default continues shall have continued for a period of 30 daysdays after the Issuers shall have been given notice (in each case, other than a failure to purchase Notes which will constitute an Event of Default under clause (ii) above and other than a failure to comply with Section 4.1 which is covered by clause (iii); (2v) defaults default in the payment performance of any of the Principal agreements contained in the Indenture and such default shall have continued for a period of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor)Issuers shall have been given notice; (4vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Issuers or any of their Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), other than Indebtedness owed to each of the Issuers or a Restricted Subsidiary of such Issuer, whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: which default (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the applicable grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) which payment default has not been waived or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity (the “cross acceleration provision”) and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 5.0 million or more; (5) any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (6) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7vii) the Company, OI Group the Co-Issuer or any Significant Restricted Subsidiary of OI Group (pursuant to or within the meaning of any Bankruptcy Law: ): (a) commences a voluntary caseinsolvency proceeding; (b) consents to the entry of an order for relief against it in an involuntary caseinsolvency proceeding; (c) consents to the appointment of a Custodian custodian of it or for all or substantially all any substantial part of its property; or (d) makes a general assignment for the benefit of its creditors; or takes any comparable action under any foreign laws relating to insolvency; provided however, that the liquidation of any Restricted Subsidiary into another Restricted Subsidiary or the Company other than as part of a credit reorganization, shall not constitute an Event of Default under this clause (e) admits in writing its inability generally to pay its debts as the same become duevii); (8) viii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group the Co-Issuer or any Significant restricted Subsidiary of OI Group in an involuntary caseinsolvency proceeding; (b) appoints a Custodian of the Company, OI Group the Co-Issuer or any Significant Restricted Subsidiary of OI Group or for all or substantially all any substantial part of such entity’s its property; or (c) orders the winding up or liquidation of the Company, OI Group the Co-Issuer or any Significant Subsidiary of OI GroupRestricted Subsidiary; and, with respect to or (a), (bd) grants any similar relief under any foreign laws; and (c), in each case the order or decree remains unstayed and in effect for 60 days; and or (9ix) failure by OI Group the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries Subsidiaries), would constitute a Significant Subsidiary to comply pay final judgments aggregating in excess of $5.0 million (net of any amounts with respect to which a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged or stayed for a period of 60 days (the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture“judgment default provision”). If However, a default under clauses (iv) and (v) will not constitute an Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, until the Trustee by notice to the Company, or the Holders Securityholders of at least 25% in principal amount of the then outstanding Notes by notice to Securities notify the Company Issuers and the Trustee, as provided in the Indenturecase of a notice given by the Securityholders, of the default and the Issuers does not cure such default within the time specified in clauses (iv) and (v) hereof after receipt of such notice. If an Event of Default occurs and is continuing (other than an Event of Default described in clause (vii) above), the Trustee or the Securityholders of at least 25% in principal amount of the Securities may declare all the unpaid Principal of and any accrued and unpaid interest on the Notes Securities to be due and payable immediatelypayable. Upon such declaration Certain events of bankruptcy or insolvency are Events of Default which will result in the Principal (or such lesser amount) and interest shall be Securities being due and payable immediatelyimmediately upon the occurrence of such Events of Default. At any time after a declaration of acceleration with respect Securityholders may not enforce the Indenture or the Securities except as provided in this Indenture. The Trustee may refuse to enforce this Indenture or the Notes has been madeSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, the Holders Securityholders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of Securities may direct the Trustee during an in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default or Event of Default to act with the required standard (except a Default or Event of care, the Trustee Default in payment of principal or interest) if it determines that withholding notice is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, with respect to this Notetheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on, on the Notes; (ii) default in payment when due of the principal of or Additional Interestpremium, if any, with respect to on the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3iii) failure by OI Group the Parent Company or any of its Restricted Subsidiaries to comply with Sections 4.06 and 5.01 of the Indenture; (iv) failure by the Parent Company or any of its Restricted Subsidiaries to comply with any other agreements in the Indenture or the Notes for 60 days after notice to comply with any the Parent Company by the Trustee or the Holders of the other agreements at least 25% in the Indenture, the Notes and the Guarantees aggregate principal amount of the Notes (with respect to any Guarantor)then outstanding; (4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Parent Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Parent Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: which default (a) is caused by a failure to pay principal of, or interest of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 35.0 million or more; (5vi) any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group failure by the Parent Company or any of its Restricted Subsidiaries and such judgment shall to pay final judgments aggregating in excess of $35.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 days; (6vii) except as permitted by the Indenture, any Note Guarantee of the Notes a Guarantor shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the NotesNote Guarantee; (7viii) certain events of bankruptcy or insolvency with respect to the Company, OI Group Parent Company or any Restricted Subsidiary that is a Significant Subsidiary Subsidiary, or any group of OI Group pursuant Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; and (ix) with respect to any Collateral having a fair market value in excess of $10.0 million, individually or within in the meaning of any Bankruptcy Law: aggregate, (a) commences any default or breach by the Company or any Guarantor in the performance of its obligations under the Security Documents or the Indenture which adversely affects in any material respect the condition or value of the Collateral or the enforceability, validity, perfection or priority of the Notes Priority Liens, taken as a voluntary case; whole, and continuance of such default or breach for a period of 60 days after written notice thereof by the Trustee or the Holders of 25% in principal amount of the outstanding notes, or (b) consents to any security interest created under the entry of an order for relief against it in an involuntary case; (c) consents to Security Documents or under the appointment of a Custodian of it Indenture is declared invalid or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) unenforceable by a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (ay) is for relief against the Company, OI Group Company or any Significant Subsidiary Guarantor asserts, in any pleading in any court of OI Group competent jurisdiction, that any security interest in an involuntary case; (b) appoints a Custodian of the Company, OI Group any Collateral is invalid or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indentureunenforceable. If an any Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (foregoing, in the case of an Event of Default arising from certain events of bankruptcy or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration insolvency, with respect to the Parent Company, Company, any Restricted Subsidiary constituting a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes has been madewill become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if exercise of any trust or power. The Trustee may withhold from Holders of the rescission would not conflict with Notes notice of any judgment continuing Default or decree and if all existing Events Event of Default with respect (except a Default or Event of Default relating to the Notes have been cured payment of principal or waived except nonpayment of Principal or interest interest) if it determines that has become due solely because of the accelerationwithholding notice is in their interest. Subject to the duty of the Trustee during If an Event of Default to act occurs by reason of willful action (or inaction) taken (or not taken) by or on behalf of the Company with the required standard intention of careavoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 of the Indenture, then, upon acceleration of the Trustee is under no obligation Notes, an equivalent premium shall also become and be immediately due and payable, to exercise any of its rights or powers under the extent permitted by law, anything in the Indenture at the request of any Holder of this Note, unless such Holder shall have offered or herein to the Trustee security and indemnity satisfactory to it against any loss, liability or expensecontrary notwithstanding. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the TrusteeTrustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Parent Company is required to deliver to the Trustee annually a statement regarding compliance with respect the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include: include (1i) the Company defaults in the any payment of interest on, or Additional Interestinterest, if any, with respect to on the Notes when the same becomes due and payable and the such default continues for a period of 30 days; (2ii) the Company defaults in the payment of the Principal principal of or premium, if any, on the Notes when the same becomes due and payable at maturitytheir Stated Maturity or upon redemption, upon redemption declaration, required repurchase or otherwise; (3iii) the Company fails to comply with any covenants or agreements on the part of the Company in the Notes or in the Indenture with respect to the Notes, and such failure by OI Group or any of its Restricted Subsidiaries continues for 60 days after the notice to comply with any specified below; (iv) certain events of bankruptcy, insolvency or reorganization of the other agreements Company; or (v) an event of default, as defined in any indenture or instrument evidencing or under which the IndentureCompany has at the date of the Indenture or shall thereafter have outstanding at least $50,000,000 aggregate principal amount of indebtedness for borrowed money, shall happen and be continuing and such indebtedness shall have been accelerated so that the Notes same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, or such aggregate principal amount of indebtedness shall not be paid when due, and such acceleration or nonpayment shall not be rescinded or annulled within 30 days after notice thereof shall have been given to the Company by the Trustee (if such event be known to it), or to the Company and the Guarantees Trustee by the Holders of at least 25% in aggregate principal amount of the Notes (with respect to any Guarantor); (4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group or any Restricted Subsidiary (or at the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturitytime outstanding; provided, that an Event however, that, for the purposes of Default this subsection (v), the Company shall not be deemed to occur be in default if it shall be contesting in good faith its liability for the payment of the principal in question, and shall have been advised by its counsel that it has a meritorious defense thereto; and provided further that, if such event of default under such indenture or instrument shall be remedied or cured by the Company or waived by the holders of such indebtedness, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Trustee or any of the Holders. A Default under clause (iii) of this Section 14 with respect to any such accelerated Indebtedness which the Notes is repaid not an Event of Default with respect to the Notes until the Trustee or prepaid within 20 Business Days after such declaration; and, the Holders of at least 25% in any individual case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or outstanding Notes notify the maturity of which has been so accelerated, aggregates $100.0 million or more; (5) any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (6) except as permitted by the Indenture, any Guarantee Company of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force Default and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or Company does not cure such Default within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all time specified after receipt of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenturenotice. If an Event of Default (other than an Event or of Default specified in clauses (7iv) and (8) of this Section 14 with respect to the preceding paragraph Notes occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal principal of and any accrued and but unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration the Principal (or a declaration, such lesser amount) principal and interest with respect to such series shall be due and payable immediately. At any time after a declaration An Event of acceleration with respect to Default specified in clause (iv) of this Section 14 will result in the Notes has been made, being due and payable immediately upon the occurrence of such an Event of Default. The Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, by notice to the Trustee may rescind such an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal principal, premium, if any, or interest interest, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of No such rescission shall affect any subsequent Default to act with the required standard of care, the Trustee is under no obligation to exercise or impair any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expenseright consequent thereto. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the The Holders of a majority in principal amount of the outstanding Notes have the right to may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or of exercising any trust or power conferred on the Trustee with respect to this Notethe Notes. A Holder of the Notes may not pursue any remedy with respect to the Indenture or the Notes unless: (i) such Holder gives to the Trustee written notice stating that an Event of Default with respect to the Notes is continuing; (ii) the Holders of at least 25% in principal amount of the Notes make a written request to the Trustee to pursue the remedy; (iii) such Holder or Holders offer to the Trustee reasonable security or indemnity against any loss, liability or expense; (iv) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and (v) the Holders of a majority in principal amount of the Notes do not give the Trustee a direction inconsistent with the request during such 60-day period.

Defaults and Remedies. Under the Indenture, Events of Default include: include (1) defaults each of which are more specially described in the Indenture) (i) default in payment of interest onor additional interest when due on the Securities, and such default continues for 30 days; (ii) default in payment of principal or Additional Interestpremium, if any, with respect on the Securities at Stated Maturity , upon required repurchase or upon optional redemption pursuant to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment paragraph 5 of the Principal of the Notes when the same becomes due and payable at maturitySecurities, upon redemption declaration or otherwise; (3iii) the failure by the Company to make or consummate a Change of Control Offer or an Asset Sale Offer or to comply with the provisions described under Section 3.2, 3.3 or 4.1; (iv) failure by OI Group the Company or any of its a Restricted Subsidiaries Subsidiary for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding to comply with any of the its other agreements in this Indenture or the Indenture, the Notes and the Guarantees Securities or of the Notes (with respect any Subsidiary Guarantor to perform any Guarantor)of its other covenants under its Subsidiary Guarantee; (4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted SubsidiariesSubsidiary) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of this Indenture, if that default: which default (a) is caused by a failure to pay principal of, or interest of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 5.0 million or more; (5vi) any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in failure by the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall to pay final judgments aggregating in excess of $5.0 million, which judgments are not have been paid, discharged discharged, bonded or stayed for a period of 60 days; (6vii) except as permitted by the Indenture, any Subsidiary Guarantee of the Notes a Significant Subsidiary (or group of Subsidiaries that, taken together, constitutes a Significant Subsidiary) shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any GuarantorSubsidiary Guarantor that is a Significant Subsidiary (or group of Subsidiary Guarantors that, taken together, constitutes a Significant Subsidiary), or any Person acting on behalf of any Guarantorsuch Subsidiary Guarantor or Subsidiary Guarantors, shall deny or disaffirm its obligations under its Guarantee of the NotesSubsidiary Guarantee; (7viii) certain events of bankruptcy, insolvency or reorganization of the Company, OI Group or any a Significant Subsidiary or group of OI Group Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If an Event of Default (other than an Event or of Default specified described in clauses (7viii) and (8) of the preceding paragraph hereof) occurs and is continuing, the Trustee by notice to the Company, Company or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, Securities may declare all the unpaid Principal of and any accrued and unpaid interest on the Notes Securities to be due and payable immediately. Upon such declaration If an Event of Default described in (viii) hereof occurs and is continuing, the Principal (or such lesser amount) principal of, premium, if any, and accrued and unpaid interest shall on all the Securities will become and be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Notes has been madeIndenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of Securities may direct the Trustee during an in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default or Event of Default to act with the required standard (except a Default or Event of care, the Trustee Default in payment of principal or interest) if it determines that withholding notice is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, with respect to this Notetheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on, or Additional InterestLiquidated Damages with respect to, the Senior Notes; (ii) default in payment when due of the principal of or premium, if any, with respect to on the Notes when the same becomes due and payable and the default continues for a period of 30 daysSenior Notes; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3iii) failure by OI Group Anvil to comply with Section 4.7, 4.8, 4.9, 4.10, 4.11 or any 5.1 of its Restricted Subsidiaries the Indenture; (iv) failure by Anvil for 60 days after notice to comply with any of the its other agreements in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Senior Notes; (4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group Anvil or any of its Restricted Subsidiary Subsidiaries or Holdings (or the payment of which is guaranteed by OI Group Anvil or any of its Restricted SubsidiariesSubsidiaries or Holdings) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: which default (a) is caused by a failure to pay principal of, or interest of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 5.0 million or more; (5vi) any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group failure by Anvil or any of its Restricted Subsidiaries and such judgment shall or Holdings to pay final judgments aggregating in excess of $3.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 days; (6vii) except as permitted by the Indenture, any Subsidiary Guarantee of the Notes shall will be held in any judicial proceeding to be unenforceable or invalid or shall will cease for any reason to be in full force and effect or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall will deny or disaffirm its obligations under its Guarantee of the NotesSubsidiary Guarantee; (7viii) the CompanyGuarantee will be held in any judicial proceeding to be unenforceable or invalid or will cease for any reason to be in full force and effect or Holdings, OI Group or any Significant Subsidiary Person acting on behalf of OI Group pursuant to Holdings, will deny or within disaffirm its obligations under the meaning Guarantee and (ix) certain events of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it bankruptcy or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, insolvency with respect to (a)Holdings, (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group Anvil or any of its Significant Subsidiaries or group of Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenturethat, together, would constitute a Significant Subsidiary. If an any Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Senior Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare all the unpaid Principal of and any accrued and unpaid interest on the Senior Notes to be due and payable immediately. Upon such declaration Notwithstanding the Principal (foregoing, in the case of an Event of Default arising from certain events of bankruptcy or such lesser amount) and interest shall be insolvency with respect to Holdings, Anvil, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Senior Notes will become due and payable immediatelywithout further action or notice. At any time after a declaration Holders of acceleration with respect the Senior Notes may not enforce the Indenture or the Senior Notes except as provided in the Indenture. Subject to the Notes has been madecertain limitations, the Holders of a majority in principal amount of the then outstanding Senior Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because power. The Trustee may withhold from Holders of the acceleration. Subject to the duty Senior Notes notice of the Trustee during an any continuing Default or Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee security and indemnity satisfactory to payment of principal or interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Senior Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the TrusteeTrustee may on behalf of the Holders of all of the Senior Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium and Liquidated Damages, if any, on the Senior Notes. Anvil is required to deliver to the Trustee annually a statement regarding compliance with respect the Indenture, and Anvil is required upon becoming aware of any Default or Event of Default, to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default includeinclude in summary form: (1i) defaults default for 30 days in the any payment when due of interest on, on any Note when due; (ii) default in payment when due of the principal of or Additional Interestpremium, if any, with respect to on the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3iii) failure by OI Group an Issuer or any Guarantor to comply with its obligations under Section 5.01 of the Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries to comply for 30 days after notice with Sections 4.06 or 4.07 of the Indenture; (v) failure by an Issuer or any Guarantor to comply with any of its other agreements in the Indenture for 60 days after notice to comply with any the Issuers or a Guarantor by the Trustee or to the Issuers or a Guarantor and Trustee by Holders of the other agreements at least 25% in the Indenture, the Notes and the Guarantees aggregate principal amount of the Notes (with respect to any Guarantor)then outstanding; (4vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group ARP or any Restricted Subsidiary of ARP (or the payment of which is guaranteed by OI Group ARP or any Restricted Subsidiary of its Restricted Subsidiaries) ARP), whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: (a) is caused by a failure to pay principal of, or interest of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 10.0 million or more; (5vii) any the failure by ARP, an Issuer or a Significant Subsidiary or group of Restricted Subsidiaries of ARP that would constitute a Significant Subsidiary to pay final judgment or order for payment judgments by courts of money competent jurisdiction aggregating in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall 10.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 days; (6viii) except as permitted by the Indenture, any Guarantee of the Notes ARP, a Significant Subsidiary or group of Restricted Subsidiaries of ARP that would constitute a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any GuarantorARP, a Significant Subsidiary or group of Restricted Subsidiaries of ARP that would constitute a Significant Subsidiary shall deny or disaffirm its obligations under its Guarantee Guarantee; and (ix) certain events of the Notes; (7) the Company, OI Group bankruptcy or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, insolvency with respect to (a)ARP, (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group an Issuer or any Restricted Subsidiary of its the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenturethat, taken as a whole, would constitute a Significant Subsidiary. If an any Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to may or at the Company, or request of the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may shall declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (foregoing, in the case of an Event of Default arising from certain events of bankruptcy or such lesser amount) and interest shall be insolvency, with respect to an Issuer, all outstanding Notes will become due and payable immediatelywithout further action or notice. At any time after a declaration of acceleration with respect to Holders may not enforce the Indenture or the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in aggregate principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default (except a Default or Event of Default relating to act with the required standard payment of care, the Trustee is under no obligation to exercise any principal or interest) if and so long as a committee of its rights or powers under Responsible Officers in good faith determines that withholding notice is in the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification interests of the Trustee, Holders of the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes have waive any existing Default or Event of Default and its consequences under the right to direct Indenture except a continuing Default or Event of Default in the timepayment of interest (including Additional Interest, method and place if any) on, or the principal or premium, if any, of conducting any proceeding for exercising any remedy available the Notes. The Issuers shall deliver to the Trustee, with within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. The Issuers shall also deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any events which would constitute a Default, their status and what action the Issuers are taking or proposing to take in respect to this Notethereof.

Defaults and Remedies. Under the Indenture, Events An Event of Default includeis: (1a) defaults default in the payment of interest onthe principal of, or Additional Interestpremium, if any, with respect to on the Notes Notes, when the same becomes due and payable and the default continues for a period of 30 daysat maturity, upon repurchase, upon acceleration or otherwise; (2b) defaults default for 30 days or more in payment of any installment of interest on the Notes; (c) default in the payment of the Principal Designated Event Payment in respect of the Notes when on the same becomes due and payable at maturity, upon redemption date therefor or otherwisefailure to provide timely notice of a Designated Event; (3d) failure default by OI Group the Company (other than a default set forth in clause (a), (b) or any of its Restricted Subsidiaries (c) above) for 60 days or more after notice to comply with in the observance or performance of any of the other agreements covenants in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (4e) default under any credit agreement, mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness indebtedness for money borrowed by OI Group the Company or any Restricted Subsidiary of its Material Subsidiaries (or the payment of which is guaranteed or secured by OI Group the Company or any of its Restricted Material Subsidiaries) ), whether such Indebtedness indebtedness or Guarantee now exists, guarantee exists on the date of the Indenture or is created after the Issue Datethereafter, if that default: which default (ai) is caused by a failure to pay when due any principal of, or interest or premium, if any, on of such Indebtedness prior to the expiration of indebtedness within the grace period provided for in such Indebtedness on the date of such default indebtedness, which failure continues beyond any applicable grace period (a “"Payment Default”"); , or (bii) results in the acceleration of such Indebtedness indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any maturity (without such accelerated Indebtedness which is repaid acceleration being rescinded or prepaid within 20 Business Days after such declaration; annulled) and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionindebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness indebtedness under which there has been is a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million 25,000,000 (or moreits foreign currency equivalent) or more and such Payment Default is not cured or such acceleration is not annulled within 10 days after notice; (5f) failure by the Company or any final Material Subsidiary of the Company to pay final, nonappealable judgments (other than any judgment or order for payment of money as to which a reputable insurance company has accepted full liability) aggregating in excess of $50.0 million in any individual case and $100.0 million in 25,000,000 (or its foreign currency equivalent), which judgments are not stayed, bonded or discharged within 60 days after their entry; (g) certain events involving bankruptcy, insolvency or reorganization of the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged Material Subsidiary; or stayed (h) default for a period of 60 days; (6) except as permitted by the Indenture, any Guarantee more than 5 Business Days of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf delivery of any Guarantor, shall deny or disaffirm its obligations under its Guarantee shares of Common Stock upon conversion of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If an Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of principal of, premium, if any, and any accrued and unpaid interest on the all Notes then outstanding to be due and payable immediately. Upon such declaration , except that in the Principal (case of an Event of Default arising from certain events of bankruptcy, insolvency, or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration reorganization with respect to the Company, all outstanding Notes has been madebecome due and payable without further action or notice. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require an indemnity reasonably satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of may direct the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to in its exercise any of its rights or powers under the Indenture at the request of any Holder trust or power. The Trustee may withhold from Holders notice of this Noteany continuing default (except, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to among other things, a default in payment of principal, premium, if any, or interest) if it against any loss, liability or expensedetermines that withholding notice is in their interests. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available The Company must furnish annual compliance certificates to the Trustee, with respect to this Note.

Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest onon the Notes; (ii) default in payment when due of the principal of, or Additional Interestpremium, if any, with respect to on the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3iii) failure by OI Group the Company to comply with the provisions of Section 3.09, 4.10, 4.15 or any 5.01 of its Restricted Subsidiaries the Indenture; (iv) failure by the Company for 180 days after notice to comply with the provisions of Section 4.03 of the Indenture; (v) failure by the Company for 60 days after notice to comply with any of the its other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (4vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Datedate of the Indenture, if that default: default (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; providedStated Maturity, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 50.0 million or more; (5) provided, however, that if any final such Payment Default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or order for payment decree; (vii) failure by the Company or any of money its Restricted Subsidiaries to pay final judgments aggregating in excess of $50.0 million in any individual case (to the extent not covered by insurance by a reputable and $100.0 million in creditworthy insurer as to which the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall insurer has not have been disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 days; (6viii) except as permitted by the Indenture, any Subsidiary Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee Subsidiary Guarantee; and (ix) certain events of the Notes; (7) bankruptcy, insolvency or reorganization with respect to the Company, OI Group or Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of OI Group the Company as specified in an involuntary case; (bSection 6.01(i) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c6.01(j) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If an any Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee Trustee, by notice to the CompanyIssuers, or the Holders of at least 25% in principal amount of the then outstanding Notes Notes, by notice to the Company Issuers and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately, together with all accrued and unpaid interest, Additional Interest, if any, and premium, if any, thereon. Upon such declaration Notwithstanding the Principal preceding, if an Event of Default specified in clause (i) or such lesser amount(j) and interest shall be due and payable immediately. At any time after a declaration of acceleration Section 6.01 of the Indenture occurs with respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company, all outstanding Notes has been madeshall become due and payable without further action or notice, together with all accrued and unpaid interest, Additional Interest, if any, and premium, if any, thereon. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power conferred on it. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee security and indemnity satisfactory to payment of principal, interest, premium or Additional Interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the The Holders of a majority in principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the TrusteeTrustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, or premium, interest or Additional Interest, if any, on, the Notes. The Issuers are required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with respect the Indenture, and, so long as any Notes are outstanding, the Issuers are required upon certain Officers becoming aware of any Default or Event of Default, to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include: (1) defaults in the payment of interest on, or Additional InterestLiquidated Damages, if any, with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture, the Notes and Notes, the Guarantees of the Notes (with respect to any Guarantor) and the Collateral Documents (with respect to any Restricted Subsidiary which has pledged assets or property to secure its obligations under the Indenture and the Notes); (4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more; (5) any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (6) except as permitted by the IndentureIndenture or the Collateral Documents, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; (9) except as permitted by the Collateral Documents, any amendments thereto and the provisions of the Indenture, any of the Collateral Documents ceases to be in full force and effect or ceases to be effective, in all material respects, to create the Lien purported to be created in the Collateral in favor of the Holders of the Notes for 60 days after notice; and (910) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If an Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, with respect to this Note.

Defaults and Remedies. Under the Indenture, Events An Event of Default includewith respect to this series of Securities is: (1) defaults default for 30 days in the payment of interest on, or Additional Interest, if any, with respect to on the Notes when the same becomes due and payable and the Securities of this series; default continues for a period of 30 days; (2) defaults in the payment of principal on them [If the Principal of the Notes when the same becomes due and payable at maturitySecurity is subject to redemption insert ", upon redemption or otherwise"; (3) and, if the Security is entitled to a sinking fund also add "or in the making of any sinking fund payment"]; failure by OI Group or any of its Restricted Subsidiaries the Company for 60 days after notice to it to comply with any of the its other covenants, conditions or agreements in the IndentureIndenture or the Securities of this series; a default under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Notes and the Guarantees of the Notes Company (including a default with respect to Securities of any Guarantor); (4series other than this series) default or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness indebtedness for money borrowed by OI Group or any Restricted Subsidiary the Company (or including the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) Indenture), whether such Indebtedness indebtedness now exists or Guarantee now existsshall hereafter be created, or is created after the Issue Date, if that default: (a) is caused by which default shall involve an amount in excess of $10,000,000 and shall constitute a failure to pay principal of, such indebtedness when due and payable after the expiration of any applicable grace period with respect thereto and shall have resulted in such indebtedness becoming or interest or premium, if any, on such Indebtedness being declared due and payable prior to the expiration of the grace period provided in date on which it would otherwise have become due and payable, without such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionindebtedness having been discharged, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has acceleration having been a Payment Default rescinded or the maturity of which has been so accelerated, aggregates $100.0 million or more; (5) any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for annulled within a period of 60 days; (6) except 30 days after notice as permitted by provided in the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group certain events of bankruptcy or any insolvency. [Add other events of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. default if applicable.] If an Event of Default other than an Event or Default specified in clauses (7) and (8) with respect to this series of the preceding paragraph Securities occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, Securities of this series may declare all the unpaid Principal Securities of and any accrued and unpaid interest on the Notes this series to be due and payable immediately. [If the Security is a Discounted Security, add "The amount due and payable shall be equal to" [insert formula for determining the amount.] Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such declaration the Principal (or such lesser amount) and interest shall be due legally enforceable), all of the Company's obligations in respect of the payment of the principal and payable immediately. At any time after a declaration interest, if any, on the Discounted Securities of acceleration with respect to the Notes has been made, the this series shall be terminated.] Holders of a majority in principal amount Securities of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would this series may not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under enforce the Indenture at or the request of any Holder Securities of this Note, unless such Holder shall have offered to series except as provided in the Indenture. The Trustee security and may require indemnity satisfactory to it against any loss, liability before it enforces the Indenture or expensethe Securities of this series. Subject to certain provisionslimitations, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to Securities of this series may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee, trust or power with respect to this Noteseries of the Securities. The Trustee may withhold from Holders of Securities of this series notice of any continuing default (except a default in payment of principal or interest) if it determines in good faith that withholding notice is in their interests. The Company is required to file periodic reports with the Trustee as to the absence of default.

Defaults and Remedies. Under the Indenture, Events An Event of Default includeis: (1a) defaults default in the payment of interest onthe principal of, or Additional Interestpremium, if any, with respect to on the Notes Convertible Subordinated Notes, when due at maturity, upon repurchase, upon acceleration or otherwise, whether or not such payment is prohibited by the same becomes due and payable and subordination provisions of the default continues for a period of 30 daysIndenture; (2b) defaults default for 30 days or more in payment of any installment of interest or Liquidated Damages on the Convertible Subordinated Notes, whether or not such payment is prohibited by the subordination provisions of the Indenture; (c) default by the Company for 60 days or more after notice in the observance or performance of any other covenants in the Indenture; (d) default in the payment of the Principal Designated Event Payment in respect of the Convertible Subordinated Notes when on the same becomes due and payable at maturitydate therefor, upon redemption whether or otherwisenot such payment is prohibited by the subordination provisions of the Indenture; (3e) failure by OI Group or any to provide timely notice of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor)a Designated Event; (4f) default under any credit agreement, mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Company or any Restricted Subsidiary of its Material Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Material Subsidiaries) ), whether such Indebtedness or Guarantee now exists, guarantee exists on the date of the Indenture or is created after the Issue Datethereafter, if that default: which default (ai) is caused by a failure to pay when due any principal of, of or interest or premium, if any, on such Indebtedness prior to the expiration of within the grace period provided for in such Indebtedness on the date of such default (which failure continues beyond any applicable grace period) (a “"Payment Default”); ") or (bii) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any maturity (without such accelerated Indebtedness which is repaid acceleration being rescinded or prepaid within 20 Business Days after such declaration; annulled) and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been is a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million 10,000,000 or moremore and such Payment Default is not cured or such acceleration is not annulled within 30 days after notice; or (5g) failure by the Company or any final Material Subsidiary of the Company to pay final, non-appealable judgments (other than any judgment or order for payment of money as to which a reputable insurance company has accepted full liability) aggregating in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group 10,000,000, which judgments are not stayed, bonded or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of within 60 days; (6) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditorsdays after their entry; or (eh) admits in writing its inability generally to pay its debts as certain events involving bankruptcy, insolvency or reorganization of the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group Company or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the IndentureMaterial Subsidiary. If an Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders holders of at least 25% in principal amount of the then outstanding Convertible Subordinated Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of principal of, premium, if any, and any accrued and unpaid interest and Liquidated Damages, if any, on the all Convertible Subordinated Notes then outstanding to be due and payable immediately. Upon such declaration , except that in the Principal (case of an Event of Default arising from certain events of bankruptcy, insolvency, or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration reorganization with respect to the Company or any of its Material Subsidiaries, all outstanding Convertible Subordinated Notes has been madebecome due and payable without further action or notice. Holders of Convertible Subordinated Notes may not enforce the Indenture or the Convertible Subordinated Notes except as provided in the Indenture. The Trustee may require an indemnity satisfactory to it before it enforces the Indenture or the Convertible Subordinated Notes. Subject to certain limitations, the Holders holders of a majority in principal amount of the then outstanding Convertible Subordinated Notes maymay direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders notice of any continuing default (except a default in payment of principal, under certain circumstancespremium, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal any, or interest or Liquidated Damages, if applicable) if it determines that has become due solely because of the accelerationwithholding notice is in their interests. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available The Company must furnish annual compliance certificates to the Trustee, with respect to this Note.

Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on, or Additional Interest, if any, with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 dayson any Note; (2ii) defaults default in the payment when due of the Principal of the Notes when the same becomes due and payable at principal on any Note, whether upon maturity, upon redemption acceleration, optional redemption, required repurchase or otherwise; (3iii) failure by OI Group to perform or comply with the covenants described in Section 4.13; (iv) failure to perform or comply with any of its Restricted Subsidiaries covenant, agreement or warranty in the Indenture (other than specified in clauses (i), (ii) or (iii) above) which failure continues for 60 days after written notice hereof has been given to comply with any of the other agreements in Issuer by the Indenture, Trustee or to the Notes Issuer and the Guarantees Trustee by the holders of the Notes (with respect to any Guarantor)at least 25% in aggregate principal amount of then outstanding Notes; (4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Issuer or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) Subsidiary, whether such Indebtedness or Guarantee now exists, exists or is created after the Issue Date, if that default: which (aA) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior at Stated Maturity (after giving effect to the expiration of the any grace period provided in such Indebtedness on the date of such default related thereto) (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual Stated Maturity. In each case, the principal amount of any such Indebtedness is equal as to which a Payment Default or in excess of $50.0 millionacceleration shall have occurred, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 25.0 million or more; (5vi) any one or more final judgment and non-appealable judgments, orders or order decrees for the payment of money in excess of $50.0 25.0 million in any individual case and $100.0 million or more, individually or in the aggregate at any time aggregate, shall be rendered entered against OI Group the Issuer or any Restricted Subsidiary or any of their respective properties and which final and non-appealable judgments, orders or decrees are not covered by third party indemnitees or insurance as to which coverage has not been disclaimed and are not paid, discharged, bonded or stayed within 60 days after their entry; (vii) a court having jurisdiction in the premises enters (x) a decree for order for relief in respect of the Issuer or any of its Restricted Significant Subsidiaries in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or similar law or (y) a decree or order adjudging the Issuer or any of its Significant Subsidiaries a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Issuer or any of its Significant Subsidiaries under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or any of its Significant Subsidiaries or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such judgment shall not have been paid, discharged decree or stayed order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; (6viii) except as permitted by the IndentureIssuer or any of its Significant Subsidiaries: commences a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or any Guarantee of the Notes shall be held in any judicial other case or proceeding to be unenforceable adjudicated a bankrupt or invalid insolvent; or shall cease consents to the entry of a decree or order for relief in respect of the Issuer or any reason of its Significant Subsidiaries in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Issuer or any of its Significant Subsidiaries; or files a petition or answer or consent seeking reorganization or relief under any applicable federal or state law; or consents to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Issuer or any of its Significant Subsidiaries or any of any substantial part of its property; or makes an assignment for the benefit of creditors; or admits in writing its inability to pay its debts generally as they become due; or takes corporate action in furtherance of any such action; or (ix) the Guarantee of any Guarantor that is a Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Guarantee and the Indenture) or is declared null and void and unenforceable or is found invalid or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm Guarantor denies its obligations liability under its Guarantee (other than by reason of release of a Guarantor from its Guarantee in accordance with the terms of the Notes; (7) Indenture and the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (aGuarantee), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If an any Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration by notice in writing to the Principal (or such lesser amount) Issuer and interest the Trustee specifying the respective Event of Default and that it is a “notice of acceleration”, and the same shall be become immediately due and payable immediatelypayable. At any time after a declaration of acceleration with respect to Holders may not enforce the Indenture or the Notes has been madeexcept as provided in the Indenture and the Trust Indenture Act. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of may direct the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to in its exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability trust or expensepower. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the outstanding Notes have the right to may direct the time, method and place of conducting any proceeding for exercising any remedy available to the TrusteeTrustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with respect law or the Indenture and the Trustee determines may be unduly prejudicial to this Notethe rights of other Holders of Notes or that may involve the Trustee in personal liability. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include: include (1) defaults each of which are more specifically described in the Indenture) (i) default for 30 days in payment of interest on, or Additional Interestadditional interest when due on the Notes; (ii) default in payment of principal or premium, if any, with respect to on the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturityStated Maturity, upon required repurchase or upon optional redemption pursuant to paragraph 5 hereof, upon acceleration or otherwise; (3iii) the failure by OI Group the Company, QS Wholesale or any of its Restricted Subsidiaries Subsidiary Guarantor to comply for 60 days after receipt of written notice to comply with given by the Trustee or the Holders of 25% in principal amount of the outstanding Notes of default under any of the other obligations, covenants, or agreements of the Company, QS Wholesale or such Subsidiary Guarantor, as applicable, contained in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Notes; (4iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Company, QS Wholesale or any of the Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company, QS Wholesale or any of its the Restricted Subsidiaries or is recourse to the Company, QS Wholesale or the Restricted Subsidiaries) , by contract or operation of law), other than Indebtedness owed to the Company, QS Wholesale or a Restricted Subsidiary, whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: which default (a) is caused by a failure to pay at the final Stated Maturity the stated principal amount or to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Defaultpayment default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; final maturity (the “cross acceleration provision”) and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated, aggregates $100.0 million 25,000,000 or more; (5v) any final judgment certain events of bankruptcy, insolvency or order for payment reorganization of money in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (6) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) the Company, OI Group QS Wholesale or any a Significant Subsidiary or group of OI Group Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: Law (a) commences a voluntary casethe “bankruptcy provisions”); (bvi) consents failure by the Company, QS Wholesale or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company, QS Wholesale and the Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $25,000,000 (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged, waived or stayed for a period of 60 days (the entry of an order for relief against it in an involuntary case“judgment default provision”); (cvii) consents to the appointment any Notes Guarantee of a Custodian Significant Subsidiary or group of it or for all or substantially all Restricted Subsidiaries that, taken together (as of its property; (d) makes a general assignment the latest audited consolidated financial statements for the benefit Company, QS Wholesale and the Restricted Subsidiaries), would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or any Subsidiary Guarantor denies or disaffirms its creditorsobligations under the Indenture or its Notes Guarantee; or (eviii) admits (x) default by the Company, QS Wholesale or any Subsidiary Guarantor in writing the performance of the Security Documents which materially adversely affects the enforceability, validity, perfection or priority of the Note Liens on a material portion of the Collateral, (y) the repudiation or disaffirmation by the Company, QS Wholesale or any Subsidiary Guarantor of its inability generally to pay its debts as material obligations under the same become due; Security Documents or (8) z) the determination in a court of competent jurisdiction enters an order judicial proceeding that the Security Documents are unenforceable or decree under any Bankruptcy Law that: (a) is for relief invalid against the Company, OI Group QS Wholesale or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or Guarantor party thereto for any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, reason with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 a material portion of the Indenture. If an Event of Default other than an Event Collateral and such default, repudiation, disaffirmation or Default specified in clauses (7) and (8) of determination is not cured within 60 days after the preceding paragraph occurs and is continuing, Issuers receive written notice thereof from the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes. However, a default under clause (iii) or (viii) above will not constitute an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes notify the Issuers of the default and the Issuers do not cure such default within the time specified in such clause after receipt of such notice. If an Event of Default (other than an Event of Default described in clause (v) above) occurs and is continuing, the Trustee by notice to the Company and Issuers or the Trustee, as provided Holders of at least 25% in principal amount of the Indenture, outstanding Notes may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration If an Event of Default described in clause (v) above occurs and is continuing, the Principal (or such lesser amount) principal of, premium, if any, and accrued and unpaid interest shall on all the Notes will become and be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to Holders may not enforce the Indenture or the Notes has been madeexcept as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of may direct the Trustee during an in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default to act with the required standard (except a Default or Event of care, the Trustee Default in payment of principal or interest) if it determines that withholding notice is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, with respect to this Notetheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on, or Additional Interest, if any, with respect to on the Notes when whether or not prohibited by the same becomes due and payable and subordination provisions of the default continues for a period of 30 daysIndenture; (2ii) defaults default in the payment of the Principal of the Notes when the same becomes due and payable (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes, whether or not prohibited by the subordination provisions of the Indenture; (3iii) failure by OI Group the Issuer or any of its Subsidiaries to comply with the provisions of Section 7 hereof; (iv) failure by the Issuer or any of its Restricted Subsidiaries to observe or perform any other covenant or other agreement in the Indenture or the Notes for 60 days after notice to comply with any the Issuer by the Trustee or the Holders of the other agreements at least 25% in the Indenture, the Notes and the Guarantees aggregate principal amount of the Notes (with respect to any Guarantor)then outstanding voting as a single class; (4v) default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Issuer or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Issuer or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: (aA) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at the Stated Maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (bB) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 25.0 million or more; (5vi) failure by the Issuer or any of its Subsidiaries to pay final judgment or order for payment of money judgments aggregating in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall 25.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 daysdays after such judgments have become final and non-appealable, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree that is not promptly stayed; (6vii) certain events of bankruptcy or insolvency with respect to the Issuer, any of its Restricted Subsidiaries that are Significant Subsidiaries, or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; and (viii) except as permitted by the Indenture, any Note Guarantee by a Significant Subsidiary or any group of the Notes Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the IndentureNote Guarantee. If an any Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to (upon the Company, request of the Holders of at least 25% in principal amount of the then outstanding Notes) or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (foregoing, in the case of an Event of Default arising from certain events of bankruptcy or such lesser amount) and interest shall be insolvency, all outstanding Notes will become due and payable immediatelyimmediately without further action or notice. At any time after a declaration of acceleration with respect to Holders may not enforce the Indenture or the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee security and indemnity satisfactory to payment of principal or interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the TrusteeTrustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with respect the Indenture, and the Issuer is required upon becoming aware of any Default or Event of Default, to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on, on the Notes; (ii) default in payment when due of the principal of or Additional Interestpremium, if any, with respect to on the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3iii) failure by OI Group the Company to comply with the provisions of Section 3.10, 4.10, 4.15 or any 5.01 of its Restricted Subsidiaries the Indenture; (iv) failure by the Company for 60 days after written notice to comply with any of the its other agreements in the this Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Initial Issuance Date, if that default: such default (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; Stated Maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 30.0 million or moremore provided that if any such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 30 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (5vi) any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in failure by the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall to pay final judgments aggregating in excess of $30.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 days; (6vii) except as permitted by the Indenture, any Subsidiary Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysGuarantee; and (9viii) failure by OI Group certain events of bankruptcy, insolvency or any of its Restricted Subsidiaries to comply reorganization with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If an Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice respect to the Company, or the Holders of at least 25% in principal amount Finance Corp., any of the then outstanding Notes by notice to Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal or any group of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount Restricted Subsidiaries of the then outstanding Notes mayCompany that, under certain circumstancestaken together, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because constitute a Significant Subsidiary of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights Company as specified in Section 6.01(h) or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, with respect to this Note.6.01(i)

Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on, on the Notes; (ii) default in payment when due of the principal of or Additional Interestpremium, if any, with respect to on the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturityStated Maturity, upon redemption optional redemption, upon required repurchase, upon declaration or otherwise; (3iii) failure by OI Group or any the Company to comply with Section 5.01 of its Restricted Subsidiaries the Fifteenth Supplemental Indenture; (iv) failure by the Company for 180 days after notice to comply with Section 4.03 of the Fifteenth Supplemental Indenture; (v) failure by the Company for 60 days after notice to comply with any of the its other agreements in the Fifteenth Supplemental Indenture (including Sections 3.09, 4.10 and 4.15 of the Fifteenth Supplemental Indenture), the Notes and Base Indenture (as it relates to the Guarantees of Notes) or the Notes (with respect to any Guarantor)Notes; (4vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Date, if that default: such default (a) is caused by a failure to pay principal of, or interest premium or premiuminterest, if any, on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; Stated Maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more; (5) any final judgment or order for payment of money in excess of $50.0 million in 20.0 million, provided, however, that if any individual such Payment Default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and $100.0 million in any consequential acceleration of the aggregate at any time Notes shall be rendered against OI Group automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (vii) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (to the extent not covered by insurance by a reputable and such judgment shall creditworthy insurer as to which the insurer has not have been disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 days; (6viii) except as permitted by the Indenture, any Subsidiary Guarantee of the Notes shall be is held in any judicial proceeding to be unenforceable or invalid or shall cease ceases for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny denies or disaffirm disaffirms its obligations under its Subsidiary Guarantee (other than, in any such case, by reason of release of a Guarantor in accordance with Section 9.05 of the NotesFifteenth Supplemental Indenture); and (7ix) certain events of bankruptcy, insolvency or reorganization with respect to the Company, OI Group or Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of OI Group the Company as specified in an involuntary case; (bSection 6.01(a)(ix) appoints a Custodian or 6.01(a)(x) of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Fifteenth Supplemental Indenture. If an any Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee Trustee, by notice to the CompanyIssuers, or the Holders of at least 25% in principal amount of the then outstanding Notes Notes, by notice to the Company Issuers and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon Notwithstanding the preceding, in the case of an Event of Default arising from such declaration events of bankruptcy, insolvency or reorganization described in Section 6.01(a)(ix) or 6.01(a)(x) of the Principal (or such lesser amount) and interest shall be Fifteenth Supplemental Indenture, all outstanding Notes will become due and payable immediatelywithout further action or notice. At any time after a declaration of acceleration with respect Holders may not enforce the Fifteenth Supplemental Indenture, the Base Indenture (as it relates to the Notes) or the Notes has been madeexcept as provided in the Fifteenth Supplemental Indenture and the Base Indenture (as it relates to the Notes). Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power conferred on it. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee security and indemnity satisfactory to payment of principal, interest or premium) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the The Holders of a majority in principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the TrusteeTrustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Fifteenth Supplemental Indenture and the Base Indenture (as it relates to the Notes) except a continuing Default or Event of Default in the payment of the principal of or premium or interest on the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Fifteenth Supplemental Indenture and the Base Indenture (as it relates to the Notes), with respect and, so long as any Notes are outstanding, the Issuers are required upon certain Officers becoming aware of any Default or Event of Default, to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on, or Additional InterestLiquidated Damages with respect to, the Notes; (ii) default in payment when due of the principal of or premium, if any, with respect to on the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3iii) failure by OI Group the Company or any of its Subsidiaries to comply with the provisions of Section 4.07, 4.09, 4.10 or 4.15 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the its other agreements in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Notes; (4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: which default (a) is caused by a failure to pay principal of, or interest of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 5.0 million or more; (5vi) any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in failure by the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall to pay final judgments aggregating in excess of $5.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 days; (6vii) except as permitted by the Indenture, any Subsidiary Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations under its Guarantee Subsidiary Guarantee; and (viii) certain events of the Notes; (7) the Company, OI Group bankruptcy or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, insolvency with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the IndentureSubsidiaries. If an any Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration Notwithstanding the Principal (foregoing, in the case of an Event of Default arising from certain events of bankruptcy or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration insolvency, with respect to the Company, any Significant Restricted Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Restricted Subsidiary, all outstanding Notes has been madewill become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee security and indemnity satisfactory to payment of principal or interest) if it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority determines that withholding notice is in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, with respect to this Notetheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include: (1) defaults in the payment of interest on, or Additional Interest, if any, with respect to on the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Section 4.08 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding under the Indenture to comply with any of the other agreements (other than those specified in clause (3) above) in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (45) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, and (i) in any individual case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 75.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 150.0 million or moremore and (ii) OI Group has received notice specifying the default from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding under the Indenture and does not cure the default within 30 days; (56) any final judgment or order for payment of money in excess of $50.0 75.0 million in any individual case and $100.0 150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 daysdays after its entry; (67) except as permitted by the Indenture, any Guarantee of the Notes by OI Group or any Guarantor that is a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or OI Group or any GuarantorGuarantor that is a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) 8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (8) 9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; , and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If an Event of Default other than an Event or of Default specified in clauses (7) 8) and (8) 9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice in writing to the Company and the Trustee, in the case of notice by the Holders, specifying the respective Event of Default and that it is a “notice of acceleration” as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. If an Event of Default specified in clause (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due immediately without any declaration, act or notice or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered and, if requested, provided to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, with respect to this Note.

Defaults and Remedies. Under the Indenture, Events of Default include: include (1a) defaults default in the payment when due and payable, upon redemption, acceleration or otherwise, of interest onprincipal of, or Additional Interestpremium, if any, on the Notes, whether or not such payment is prohibited by the subordination provisions of the Indenture; (b) default in the payment when due of interest on or with respect to the Notes when the same becomes due and payable and the such default continues for a period of 30 days, whether or not such payment is prohibited by the subordination provisions of the Indenture; (2c) defaults default in the payment performance of or breach of the Principal covenants described under Section 4.03, 4.04 and 5.01 of the Notes when Indenture and such default or breach continues for a period of 30 days after the same becomes due and payable at maturity, upon redemption or otherwisenotice specified below; (3d) failure by OI Group default in the performance of, or breach of any covenant, warranty or other agreement contained in, the Indenture (other than a default in the performance or breach of its Restricted Subsidiaries a covenant, warranty or agreement that is specifically dealt with in clauses (a), (b) or (c) above) and such default or breach continues for a period of 60 days after the notice to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor)specified below; (4e) a default under any mortgage, indenture or instrument under which there may be is issued or by which there may be is secured or evidenced any Indebtedness for money borrowed by OI Group the Company or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) Subsidiary (other than Indebtedness owed to the Company or a Restricted Subsidiary), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Date, if that default: (a1) is caused by a such default either (A) results from the failure to pay principal of, or interest or premium, if any, on any such Indebtedness prior at its stated final maturity (after giving effect to any applicable grace periods) or (B) relates to an obligation other than the expiration obligation to pay principal of the grace period provided in any such Indebtedness on the date of such default (a “Payment Default”); or (b) at its stated final maturity and results in the acceleration holder or holders of such Indebtedness causing such Indebtedness to become due prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, stated maturity and (2) the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregates aggregate $100.0 10.0 million (or moreits foreign currency equivalent) or more at any one time outstanding; (5f) certain events of bankruptcy affecting the Company or any Significant Subsidiary as set forth in the Indenture; (g) failure by the Company or any Significant Subsidiary to pay final judgment or order for payment of money judgments aggregating in excess of $50.0 10.0 million (excluding any amounts as to which a provider of insurance has assumed responsibility in any individual case writing), which final judgments remain unpaid, undischarged and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed unstayed for a period of more than 60 days; days after the applicable judgment becomes final, and, with respect to any such judgments covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed or (6h) except as permitted by the Indenture, any Guarantee of a Significant Subsidiary or any group of Subsidiaries that, taken together as of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason date of the most recent audited financial statements of the Company, would constitute a Significant Subsidiary ceasing to be in full force and effect (except as contemplated by the terms hereof) or any Guarantor, Guarantor denies or any Person acting on behalf of any Guarantor, shall deny or disaffirm disaffirms its obligations under its Guarantee the Indenture or any Guarantee, other than by reason of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian release of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and Guarantee in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply accordance with the provisions of Sections 4.10 or 4.11 or Article 5 terms of the Indenture. If an Event of Default (other than an Event or of Default specified in clauses clause (7f) above with respect to the Company) shall occur and (8) of the preceding paragraph occurs and is be continuing, the Trustee by notice to the Company, or the Holders holders of at least 25% in principal amount of the then outstanding Notes by notice to under the Company and the Trustee, as provided in the Indenture, Indenture may declare the unpaid Principal principal of and any accrued and unpaid interest on the such Notes to be due and payable immediatelyimmediately in the manner and with the effect provided in the Indenture. Upon such declaration the Principal If an Event of Default specified in clause (or such lesser amountf) and interest shall be due and payable immediately. At any time after a declaration of acceleration above with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes has been made, shall ipso facto become and be immediately due and payable without any declaration or other act on the part of each Trustee or any holder of the Notes. Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured may not enforce the Indenture or waived the Notes except nonpayment as provided in the Indenture and under the Trust Indenture Act of Principal or interest that has become due solely because of the acceleration1939, as amended. Subject to the duty provisions of the Trustee during an Event Indenture relating to the duties of Default to act with the required standard of careTrustee, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request request, order or direction of any Holder of this Notethe holders of the Notes, unless such Holder shall holders have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expensereasonable indemnity. Subject to certain provisions, including those requiring security or indemnification all provisions of the TrusteeIndenture and applicable law, the Holders holders of a majority in aggregate principal amount of the then outstanding Notes issued under such Indenture have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, with respect to this Note.

Defaults and Remedies. Under the Indenture, (a) Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on, or Additional Interest, if any, with respect to on the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2ii) defaults default in the payment of the Principal of the Notes when the same becomes due and payable (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes; (3iii) failure by OI Group Parent, the Company or any of its Parent’s Restricted Subsidiaries for five Business Days to comply with the provisions of Section 4.15 or Section 5.01 of the Indenture; (iv) failure by Parent, the Company or any of Parent’s Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Security Documents; (4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group Parent, the Company or any of Parent’s Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group Parent, the Company or any of its Parent’s Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Date, if that default: (aA) is caused by a failure to pay any portion of the principal of, or interest or premium, if any, on of such Indebtedness prior to when due and payable after the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (bB) results in the acceleration of such Indebtedness prior to its express maturity; providedStated Maturity, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 30.0 million or more; (5vi) failure by Parent, the Company or any of Parent’s Restricted Subsidiaries to pay final judgment and nonappealable judgments entered by a court or order for payment courts of money competent jurisdiction aggregating in excess of $50.0 30.0 million in (net of any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group amounts which are covered by insurance or any of its Restricted Subsidiaries and such judgment shall bonded), which judgments are not have been paid, waived, satisfied, discharged or stayed for a period of 60 days; (6vii) except as permitted by the Indenture, any Note Guarantee of the Notes shall be is held in any judicial proceeding to be unenforceable or invalid or shall cease ceases for any reason to be in full force and effect (other than in accordance with the terms of such Note Guarantee, the Indenture or the Intercreditor Agreement) or Parent or any Subsidiary Guarantor, or any Person acting on behalf of Parent or any Guarantor, shall deny Subsidiary Guarantor denies or disaffirm disaffirms its obligations under its Guarantee of the NotesNote Guarantee; (7viii) Parent, the Company, OI Group Company or any of Parent’s Restricted Subsidiaries that is a Significant Subsidiary or any group of OI Group Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: (aA) commences a voluntary case; , (bB) consents to the entry of an order for relief against it in an involuntary case; , (cC) consents to the appointment of a Custodian custodian of it or for all or substantially all of its property; , or (dD) makes a general assignment for the benefit of its creditors; or (eix) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy 2 For Initial Notes and Additional Notes only. Law that: (aA) is for relief against Parent, the Company, OI Group Company or any of Parent’s Restricted Subsidiaries that is a Significant Subsidiary or any group of OI Group Restricted Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary in an involuntary case; (bB) appoints a Custodian custodian of Parent, the Company, OI Group Company or any of Parent’s Restricted Subsidiaries that is a Significant Subsidiary or any group of OI Group Restricted Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary or for all or substantially all of such entitythe property of Parent, the Company or any of Parent’s propertyRestricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary; or (cC) orders the liquidation of Parent, the Company, OI Group Company or any of Parent’s Restricted Subsidiaries that is a Significant Subsidiary or any group of OI Group; Restricted Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary, and, with respect to (a), (b) and (c)in each case, the order or decree remains unstayed and in effect for 60 consecutive days; and (9x) failure by OI Group or any of its Restricted Subsidiaries to comply unless all the Collateral has been released from the applicable Liens in accordance with the provisions of Sections 4.10 the Security Documents or 4.11 the Intercreditor Agreement, as applicable, default by Parent, the Company or Article 5 any Subsidiary Guarantor of Parent in the performance of the Indenture. If an Event Security Documents, or the occurrence of Default any other than an Event event, in each case that adversely affects the enforceability, validity, perfection or Default specified in clauses (7) and (8) priority of such Liens on a material portion of the preceding paragraph occurs Collateral granted to the Collateral Agent for the benefit of the Trustee and is continuingthe Holders, the Trustee repudiation or disaffirmation by notice Parent, the Company or any Subsidiary Guarantor of its material obligations under the Security Documents or the determination in a judicial proceeding that the Security Documents are unenforceable or invalid against Parent, the Company or any Subsidiary Guarantor party thereto for any reason with respect to a material portion of the Collateral (which default, occurrence, repudiation, disaffirmation or determination is not rescinded, stayed or waived by the Persons having such authority pursuant to the Company, Security Documents or otherwise cured within 60 days after the Company receives notice thereof specifying such occurrence from the Trustee or the Holders of at least 25% in of the outstanding principal amount of the then outstanding Notes by notice to the Company and the Trusteedemanding that such default, as provided in the Indentureoccurrence, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to repudiation, disaffirmation or determination be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, with respect to this Noteremedied).

Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on, or Additional Interest, if any, with respect to on the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2ii) defaults default in the payment of the Principal of the Notes when the same becomes due and payable (at maturity, upon redemption or otherwise) of the principal (including PIK interest) of, or premium, if any, on the Notes; (3iii) failure by OI Group the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the outstanding Notes to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (4iv) default under any mortgage, indenture indenture, or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: (a) is caused by a failure to pay at final stated maturity (giving effect to any extension thereof) the principal of, or interest or premium, if any, on such amount of any Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 25.0 million or more; (5v) any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in failure by the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall to pay final judgments aggregating in excess of $25.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 daysdays after such judgments become final and non-appealable; (6vi) except as permitted by the Indenture, any Subsidiary Guarantee of the Notes (other than a Subsidiary Guarantee issued by a Guarantor that is not a Significant Subsidiary) shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee of the Notes(other than a Subsidiary Guarantee issued by a Guarantor that is not a Significant Subsidiary); (7vii) certain events of bankruptcy or insolvency described in the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, Indenture with respect to (a)the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, (b) taken as a whole, would constitute a Significant Subsidiary and (c), viii) any Event of Default under the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Old Notes Indenture. If an any Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (foregoing, in the case of an Event of Default arising from certain events of bankruptcy or such lesser amount) and interest shall be insolvency, all outstanding Notes will become due and payable immediatelywithout further action or notice. At any time after a declaration of acceleration with respect to Holders may not enforce the Indenture or the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default (except a Default or Event of Default relating to act with the required standard payment of careprincipal of, the Trustee is under no obligation to exercise premium and interest on, any Note) so long as a committee of its rights or powers under Responsible Officers in good faith determines that withholding the Indenture at notice is in the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification interests of the Trustee, the Holders of Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the TrusteeTrustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with respect the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include: (1) defaults in the payment of interest on, or Additional Interest, if any, with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements are set forth in the Indenture, . Upon the Notes and the Guarantees happening of the Notes (with respect to any Guarantor); (4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, specified in any individual caseSection 6.01, the Trustee may, and the Trustee upon the request of 25% in principal amount of any such Indebtedness is equal to or in excess of $50.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more; (5) any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time Securities shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (6) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If an Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of outstanding Securities may, declare the then outstanding Notes principal of and accrued but unpaid interest, if any, on all the Securities to be due and payable by notice in writing to the Company and the TrusteeTrustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall (except as provided in the Indenture, may declare the unpaid Principal clause (ii) of and any accrued and unpaid interest on the Notes to be this sentence) become immediately due and payable immediately. Upon such declaration or (ii) if there are any amounts outstanding under any of the Principal (or such lesser amount) and interest shall be instruments constituting Designated Senior Debt, will become due and payable immediatelyupon the first to occur of an acceleration under any of the instruments constituting Designated Senior Debt or five Business Days after receipt by the Company and the Representative of such Acceleration Notice (unless all Events of Default specified in such Acceleration Notice have been cured or waived). At If an Event of Default described under clauses (6) or (7) of Section 6.01 with respect to the Company occurs and is continuing, then such amount will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of Securities; provided, however, that at any time after a declaration of acceleration with respect to the Notes has been madeSecurities, the Holders of a majority in principal amount of the Securities then outstanding Notes may, under certain circumstances, (by notice to the Trustee) may rescind and cancel such acceleration declaration and its consequences if (i) the rescission would not conflict with any judgment or decree and if of a court of competent jurisdiction, (ii) all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal principal or interest on the Securities that has become due solely because by such declaration of acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Securities) on overdue installments of interest and overdue principal which has become due otherwise than by such declaration of acceleration has been paid, (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the acceleration. Subject to the duty cure or waiver of the Trustee during an a Default or Event of Default (with respect to act with the required standard Company) of carethe type described in Section 6.01(6) or (7), the Trustee is under no obligation to exercise any has received an Officers’ Certificate and an Opinion of its rights Counsel that such Default or powers under the Indenture at the request Event of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability Default has been cured or expensewaived. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the The Holders of a majority in principal amount of the outstanding Notes have Securities may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the right to direct payment of the time, method and place principal of conducting or interest on any proceeding for exercising any remedy available to the Trustee, with respect to this NoteSecurities.

Defaults and Remedies. (a) Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on, or Additional Interest, if any, with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2ii) defaults default in the payment when due of the Principal principal, or premium, if any, of the Notes when the same becomes due and payable any Note (at maturity, upon redemption or otherwise); (3iii) default in the payment of principal and interest on Notes required to be repurchased by Section 5.10 or 5.14 of the Indenture or the failure by the Parent and its Restricted Subsidiaries to comply with the provisions described under Section 6.01 of the Indenture; (iv) failure by OI Group the Parent or any of its Restricted Subsidiaries to perform any other covenant or agreement of the Parent or any of its Restricted Subsidiaries under the Indenture Documents and such failure continues for 60 days after written notice (specifying the Default, demanding the Default be cured and stating that such notice is a “Notice of Default”) to comply with any the Parent or the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor)outstanding Notes; (4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Parent or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed Guaranteed by OI Group the Parent or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Datedate of the Indenture (but excluding Indebtedness owing to the Company or any Restricted Subsidiary), if that default: which default (aA) is caused by a failure to pay principal of, or interest or premium, if any, on of such Indebtedness prior to when due and payable after the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (bB) results in the acceleration of such Indebtedness prior to its express maturity; providedmaturity (which acceleration is not rescinded, that an Event annulled or otherwise cured within 20 days of Default shall not be deemed to occur with respect to receipt by the Parent or such Restricted Subsidiary of notice of any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; acceleration) and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more; (5) any final judgment or order for payment of money in excess of $50.0 10.0 million in any individual case and $100.0 million in (or its foreign currency equivalent); (vi) failure by the aggregate at any time shall be rendered against OI Group Parent or any of its Restricted Subsidiaries to pay final judgments which are non-appealable in an aggregate amount (net of any amount covered by indemnities or insurance issued by a reputable and such judgment shall creditworthy insurer that has not have been disclaimed coverage) in excess of $10.0 million (or its foreign currency equivalent), which judgments are not paid, discharged or stayed for a period of 60 daysconsecutive days following such judgment becoming final and non-appealable; (6vii) (A) any security interest created by any Collateral Document ceases to be in full force and effect (except as permitted by the terms of the Indenture or the Collateral Documents) or (B) the breach or repudiation by the Parent or any of its Restricted Subsidiaries of any of their obligations under any Collateral Document (other than by reason of a release of such obligation or Lien related thereto in accordance with the terms of the Indenture or the Collateral Documents); provided that, in the case of clauses (A) and (B), such cessation, breach or repudiation, individually or in the aggregate, results in Collateral having a Fair Market Value in excess of $5.0 million not being subject to a valid, perfected security interest in favor of the Collateral Agent under any applicable law (other than the law of any foreign jurisdiction) (to the extent required under the Collateral Documents); (viii) except as expressly permitted by the Indenture, any Note Guarantee from Parent or a Significant Subsidiary (or any group of the Notes Restricted Subsidiaries that taken together, would constitute a Significant Subsidiary) shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee (other than by reason of a release of such Guarantor under such Note Guarantee in accordance with the terms of the NotesIndenture Documents); and (7ix) certain events of bankruptcy or insolvency with respect to the Company, OI Group Parent or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary group of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If an Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuingthat, the Trustee by notice to the Companytaken as a whole, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. At any time after would constitute a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, with respect to this NoteSignificant Subsidiary.

Defaults and Remedies. Under On or prior to the IndentureRemarketing Settlement Date, Events of Default include: (1i) defaults a default for 30 days in the payment when due of interest on, on any Debenture; (ii) a default in payment when due of the principal of or Additional Interestpremium, if any, with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 dayson any Debenture; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3iii) failure by OI Group or the Company for 30 days to comply with any of its Restricted Subsidiaries Sections 4.06, 4.07, 4.08 or 4.09 of the Indenture; (iv) failure by the Company for 60 days after notice to comply with any of the its other agreements in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Debentures; (4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: which default (a) is caused by a failure to pay principal of, or interest of or premium, if any, or interest on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (b) results in the A1-9 acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million 5,000,000 or more; (5vi) failure by the Company or any of its Significant Subsidiaries to pay final judgment or order for payment of money judgments aggregating in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall 5,000,000, which judgments are not have been paid, discharged or stayed for a period of 60 days; (6vii) except as permitted by the IndentureIndenture or if, at the time thereof, any Subsidiary Guarantee of the Notes a Subsidiary Guarantor that is a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any GuarantorSubsidiary Guarantor that is a Significant Subsidiary, or any Person acting on behalf of any such Subsidiary Guarantor, shall deny or disaffirm disaffirm, in writing, its obligations obligation under its Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditorsGuarantee; or (eviii) admits in writing its inability generally to pay its debts as the same become due; (8) a court certain events of competent jurisdiction enters an order bankruptcy or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, insolvency with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the IndentureSubsidiary. If an any Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, Debentures may declare all the unpaid Principal of and any accrued and unpaid interest on the Notes Debentures to be due and payable immediately. Upon such declaration Notwithstanding the Principal (foregoing, in the case of an Event of Default arising from certain events of bankruptcy or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration insolvency, with respect to the Notes has been madeCompany or any Restricted Subsidiary, all outstanding Debentures will become due and payable without further action or notice. Holders may not enforce the Indenture or the Debentures except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Debentures. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and Debentures may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because power. The Trustee may withhold from Holders of the acceleration. Subject to the duty Debentures notice of the Trustee during an any continuing Default or Event of Default (except a Default or Event of Default relating to act with the payment of principal, premium or interest) if it determines that withholding notice is in their interest. The Company is required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered deliver to the Trustee security annually a statement regarding compliance with the Indenture, and indemnity satisfactory the Company is required upon becoming aware of any Default or Event of Default, to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available deliver to the TrusteeTrustee a statement specifying such Default or Event of Default. After the Remarketing Settlement Date, with respect to this Noteonly the events described in subparagraphs (i), (ii), (iv) and (viii) will constitute "Events of Default."

Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on, (including any Additional Interest and duration fees) on the Notes or Additional Interestthe Guarantees; (ii) default in payment of the principal of or premium, if any, with respect to on the Notes or the Guarantees when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable payable, at maturity, upon acceleration, redemption or otherwise; , (3iii) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice Obligor to comply with any of the its other agreements in the Indenture, the Notes and or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes (with respect to any Guarantor)then outstanding voting as a single class; (4iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Company or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group the Company or any of its Restricted SubsidiariesSubsidiary) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, if that default: (a) which default is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); , or (b) results in the acceleration of such Indebtedness prior to its express maturity; providedmaturity (which acceleration has not been rescinded, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid annulled or prepaid cured within 20 Business Days after business days of receipt by the Company or such declaration; Restricted Subsidiary of such notice) and, in any individual each case, the due and payable principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 50 million or more; (5v) any certain final judgment or order judgments for the payment of money in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed that remain undischarged for a period of 60 daysdays after such judgment or judgments become final and non-appealable; and (6vi) except as permitted by the Indenture, any Guarantee certain events of the Notes shall be held in any judicial proceeding to be unenforceable bankruptcy or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, insolvency with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the IndentureSignificant Subsidiaries. If an any Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and principal amount, together with any accrued and unpaid interest interest, duration fees, and Additional Interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes has been made, ; provided that if the Holders of a majority at least 25% in aggregate principal amount of the then outstanding Notes maydeclare such acceleration, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because they shall provide a copy of the acceleration. Subject acceleration notice to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, with respect to this Note.the

Defaults and Remedies. Under the Indenture, Events Failure of Default include: (1) defaults in the payment of interest on, or Additional Interest, if any, with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice Pledgor to comply with this Pledge Agreement, a breach of any representations or warranty made by Pledgor hereunder, or the occurrence of the other agreements a default or event of default under and/or as defined in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group Loan Agreement or any Restricted Subsidiary (or other Loan Document will constitute an “Event of Default” hereunder. Upon the payment occurrence and continuance of which an Event of Default, Secured Party is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now existshereby authorized and empowered to exercise all rights, or is created after the Issue Date, if that default: remedies and privileges (a) is caused by a failure to pay principal of, hereunder and under the Loan Agreement or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more; (5) any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (6) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary caseLoan Document; (b) consents to afforded a “secured party” under the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s propertyUCC; or (c) orders the liquidation otherwise provided by law or in equity, including any and all of the Company, OI Group following in a commercially reasonable manner: (i) succeeding Pledgor as a Member in LLC Entity; (ii) transferring and registering in its name the whole or any Significant Subsidiary part of OI Groupthe Pledged Collateral; and, with respect (iii) exchanging certificates or instruments representing or evidencing the Pledged Interests for certificates or instruments of smaller or larger denominations; (iv) voting the Pledged Interests in its commercially reasonable discretion; (v) collecting and receiving all dividends and other distributions made thereon; (vi) selling in one or more sales after ten days written notice is sent to Pledgor of the time and place of any public sale or of the time after which a private sale is to take place (awhich notice Pledgor agrees is commercially reasonable), but without any previous notice or advertisement, the whole or any part of the Pledged Collateral; (bvii) completing by inserting the Effective Date (as defined therein) and (c), the order or decree remains unstayed name of the assignee thereunder and in effect for 60 days; deliver to such assignee the Assignment of Interest executed and delivered by Pledgor and (9vii) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If an Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration otherwise acting with respect to the Notes has been madePledged Collateral as though Secured Party were the outright owner thereof; provided, the Holders of a majority in principal amount of the then outstanding Notes mayhowever, under certain circumstances, rescind such acceleration and its consequences if the rescission would Secured Party will not conflict with have any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any such right of its sale or to preserve the same and will not be liable for any failure to do so or for any delay in doing so. Secured Party shall promptly notify Pledgor of any such exercise; provided, however, that providing such notice is not required for Secured Party to exercise any such rights or powers under remedies, nor will the Indenture at the request of any Holder failure to provide such notice by Secured Party result in a breach of this NotePledge Agreement or result in a default hereunder by Secured Party. Any sale will be made at a public or private sale at Secured Party’s place of business, unless or at any public building to be named in the notice of sale, either for cash or upon credit or for future delivery at such Holder shall have offered to price as Secured Party may deem fair and reasonable, and Secured Party may be the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification purchaser of the Trustee, the Holders of a majority in principal amount whole or any part of the outstanding Notes have Pledged Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or any right of redemption. Secured Party reserves the right to direct reject any and all bids at such sale which, in its commercially reasonable discretion, it deems inadequate. Demands of performance, notices of sale, advertisements and the time, method presence of property at any sale are hereby waived and place any sale hereunder may be conducted by an auctioneer or any officer or agent of conducting any proceeding for exercising any remedy available to the Trustee, with respect to this Note.Secured Party. 3194518v4/28370-0031

Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on, or Additional Interest, if any, with respect to on the Notes when whether or not prohibited by the same becomes due and payable and subordination provisions of the default continues for a period of 30 daysIndenture; (2ii) defaults default in the payment of the Principal of the Notes when the same becomes due and payable (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes, whether or not prohibited by the subordination provisions of the Indenture; (3iii) failure by OI Group the Issuer or any of its Subsidiaries to comply with the provisions of Section 7 hereof; (iv) failure by the Issuer or any of its Restricted Subsidiaries to observe or perform any other covenant, representation, warranty or other agreement in the Indenture or the Notes for 60 days after notice to comply with any the Issuer by the Trustee or the Holders of the other agreements at least 25% in the Indenture, the Notes and the Guarantees aggregate principal amount of the Notes (with respect to any Guarantor)then outstanding voting as a single class; (4v) default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Issuer or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Issuer or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: (aA) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at the Stated Maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (bB) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 25.0 million or more; (5vi) failure by the Issuer or any of its Subsidiaries to pay final judgment or order for payment of money judgments aggregating in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall 25.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 daysdays after such judgments have become final and non-appealable, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree that is not promptly stayed; (6vii) certain events of bankruptcy or insolvency with respect to the Issuer, any of its Restricted Subsidiaries that are Significant Subsidiaries, or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; and (viii) except as permitted by the Indenture, any Note Guarantee by a Significant Subsidiary or any group of the Notes Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the IndentureNote Guarantee. If an any Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to (upon the Company, request of the Holders of at least 25% in principal amount of the then outstanding Notes) or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (foregoing, in the case of an Event of Default arising from certain events of bankruptcy or such lesser amount) and interest shall be insolvency, all outstanding Notes will become due and payable immediatelyimmediately without further action or notice. At any time after a declaration of acceleration with respect to Holders may not enforce the Indenture or the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee security and indemnity satisfactory to payment of principal or interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the TrusteeTrustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with respect the Indenture, and the Issuer is required upon becoming aware of any Default or Event of Default, to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on, on the Notes; (ii) default in payment when due of the principal of or Additional Interestpremium, if any, with respect to on the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturityStated Maturity, upon redemption optional redemption, upon required repurchase, upon declaration or otherwise; (3iii) failure by OI Group or any the Company to comply with Section 5.01 of its Restricted Subsidiaries the Eleventh Supplemental Indenture; (iv) failure by the Company for 180 days after notice to comply with Section 4.03 of the Eleventh Supplemental Indenture; (v) failure by the Company for 60 days after notice to comply with any of the its other agreements in the Eleventh Supplemental Indenture (including Sections 3.09, 4.10 and 4.15 of the Eleventh Supplemental Indenture), the Notes and Base Indenture (as it relates to the Guarantees of Notes) or the Notes (with respect to any Guarantor)Notes; (4vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Date, if that default: such default (a) is caused by a failure to pay principal of, or interest premium or premiuminterest, if any, on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; Stated Maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more; (5) any final judgment or order for payment of money in excess of $50.0 million in 20.0 million, provided, however, that if any individual such Payment Default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and $100.0 million in any consequential acceleration of the aggregate at any time Notes shall be rendered against OI Group automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (vii) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (to the extent not covered by insurance by a reputable and such judgment shall creditworthy insurer as to which the insurer has not have been disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 days; (6viii) except as permitted by the Indenture, any Subsidiary Guarantee of the Notes shall be is held in any judicial proceeding to be unenforceable or invalid or shall cease ceases for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny denies or disaffirm disaffirms its obligations under its Subsidiary Guarantee (other than, in any such case, by reason of release of a Guarantor in accordance with Section 9.05 of the NotesEleventh Supplemental Indenture); and (7ix) certain events of bankruptcy, insolvency or reorganization with respect to the Company, OI Group or Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of OI Group the Company as specified in an involuntary case; (bSection 6.01(a)(ix) appoints a Custodian or 6.01(a)(x) of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Eleventh Supplemental Indenture. If an any Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee Trustee, by notice to the CompanyIssuers, or the Holders of at least 25% in principal amount of the then outstanding Notes Notes, by notice to the Company Issuers and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon Notwithstanding the preceding, in the case of an Event of Default arising from such declaration events of bankruptcy, insolvency or reorganization described in Section 6.01(a)(ix) or 6.01(a)(x) of the Principal (or such lesser amount) and interest shall be Eleventh Supplemental Indenture, all outstanding Notes will become due and payable immediatelywithout further action or notice. At any time after a declaration of acceleration with respect Holders may not enforce the Eleventh Supplemental Indenture, the Base Indenture (as it relates to the Notes) or the Notes has been madeexcept as provided in the Eleventh Supplemental Indenture and the Base Indenture (as it relates to the Notes). Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power conferred on it. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee security and indemnity satisfactory to payment of principal, interest or premium) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the The Holders of a majority in principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the TrusteeTrustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Eleventh Supplemental Indenture and the Base Indenture (as it relates to the Notes) except a continuing Default or Event of Default in the payment of the principal of or premium or interest on the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Eleventh Supplemental Indenture and the Base Indenture (as it relates to the Notes), with respect and, so long as any Notes are outstanding, the Issuers are required upon certain Officers becoming aware of any Default or Event of Default, to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include: include (1i) defaults default in the payment of any cash interest, contingent interest on, or Additional Interest, if any, with respect to additional amount owing under the Notes Registration Rights Agreement upon any Security when the same such interest becomes due and payable payable, and the such default continues in payment of interest shall continue for a period of 30 days; (2ii) defaults default in the payment of the Principal of Amount at Maturity (or, if the Notes Securities have been converted to Cash Pay Securities following a Tax Event pursuant to Article 10, the Restated Principal Amount), Issue Price -- plus accrued Original Issue Discount, Redemption Price, Purchase Price or Fundamental Change Purchase Price on any Security when the same becomes due and payable at maturityits Stated Maturity, upon redemption redemption, upon declaration, when due for purchase by the Company or otherwise; (3iii) failure by OI Group the Company to deliver shares of Class A Common Stock (together with cash in lieu of fractional shares) when such Class A Common Stock (or any cash in lieu of its Restricted Subsidiaries fractional shares) is required to be delivered upon conversion of a Security and such failure continues for 60 days after notice 10 days; (iv) failure by the Company to comply with any of the other its agreements in the IndentureSecurities or the Indenture (other than those referred to in clauses (i), (ii) and (iii) above) and such failure continues for 30 days after receipt by the Notes and the Guarantees Company of the Notes (with respect to any Guarantor)a Notice of Default; (4v) there shall be (a) a default under any bond, debenture, note or other evidence of indebtedness for money borrowed or under any mortgage, indenture or other instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Company or any Restricted Significant Subsidiary (or by any Subsidiaries of the Company which in the aggregate would constitute a Significant Subsidiary or under any guarantee of payment of which is guaranteed Indebtedness by OI Group the Company or any Significant Subsidiary or by any Subsidiaries of its Restricted Subsidiaries) the Company which in the aggregate would constitute a Significant Subsidiary, whether such Indebtedness or Guarantee guarantee now existsexists or shall hereafter be created, and the effect of such default is to cause such Indebtedness (or is created after the Issue Date, if that default: Indebtedness so guaranteed) to become due prior to its stated maturity or (ab) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to at the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, the principal amount stated maturity of any such Indebtedness is equal (or Indebtedness so guaranteed) any amounts then due and owing thereunder; provided, however, that no Default under this clause (v) shall exist if all such defaults and failures to or in excess of $50.0 million, or such pay relate to Indebtedness together (including Indebtedness so guaranteed) with the an aggregate principal amount of any other such Indebtedness under which there has been a Payment Default or not more than $25,000,000 at the maturity of which has been so accelerated, aggregates $100.0 million or moretime outstanding; (5vi) any final judgment or order judgments for the payment of money in excess of $50.0 million in any individual case and $100.0 million which in the aggregate exceed $25,000,000 at any the time outstanding shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (6) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) the Company, OI Group Company or any Significant Subsidiary or any Subsidiaries of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences Company which in the aggregate would constitute a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) Significant Subsidiary by a court of competent jurisdiction enters an order and shall remain undischarged for a period (during which execution shall not be effectively stayed) of 60 days after such judgment becomes final and nonappealable; or decree under any Bankruptcy Law that: (avii) is for relief against certain events of bankruptcy, insolvency or reorganization with respect to the Company, OI Group Company or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian or any Subsidiaries of the Company, OI Group or any Company which in the aggregate would constitute a Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the IndentureSubsidiary. If an Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the CompanyTrustee, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the then outstanding Notes by notice to Securities at the Company and the Trustee, as provided in the Indenturetime outstanding, may declare all the unpaid Principal of and any accrued and unpaid interest on the Notes Securities to be due and payable immediately. Upon such declaration Certain events of bankruptcy or insolvency are Events of Default which will result in the Principal (or such lesser amount) and interest shall be Securities becoming due and payable immediatelyimmediately upon the occurrence of such Events of Default. At any time after a declaration of acceleration with respect Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Notes has been madeIndenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, the Holders of a majority in principal amount aggregate Principal Amount at Maturity of the then Securities at the time outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of may direct the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to in its exercise any of its rights or powers under the Indenture at the request of any Holder trust or power. The Trustee may withhold from Securityholders notice of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) above) if it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority determines that withholding notice is in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, with respect to this Notetheir interests.

Defaults and Remedies. Under the Indenture, Events of Default includeinclude in summary form: (1i) defaults default for 30 days in the payment of interest on, or Additional Interestadditional interest when due on the Securities; (ii) default in payment of principal or premium, if any, on the Securities at Stated Maturity, upon required repurchase or upon optional redemption pursuant to paragraphs 5 and 6 of the Securities, upon declaration or otherwise; (iii) the failure by the Issuers to comply with respect to its obligations under Article IV of the Notes when Indenture; (iv) default in the same becomes due performance of any of the obligations described under Section 3.9 or Section 3.7 inclusive or under the covenants described under Article III inclusive of the Indenture and payable and the such default continues shall have continued for a period of 30 daysdays after the Issuers shall have been given notice (in each case, other than a failure to purchase Securities which will constitute an Event of Default under clause (ii) above and other than a failure to comply with Section 4.1 which is covered by clause (iii); (2v) defaults default in the payment performance of any of the Principal agreements contained in the Indenture and such default shall have continued for a period of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor)Issuers shall have been given notice; (4vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Issuers or any of their Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), other than Indebtedness owed to each of the Issuers or a Restricted Subsidiary of such Issuer, whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: which default (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the applicable grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) which payment default has not been waived or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity (the “cross acceleration provision”) and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 5.0 million or more; (5) any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (6) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7vii) the Company, OI Group the Co-Issuer or any Significant Restricted Subsidiary of OI Group (pursuant to or within the meaning of any Bankruptcy Law: ): (a) commences a voluntary caseinsolvency proceeding; (b) consents to the entry of an order for relief against it in an involuntary caseinsolvency proceeding; (c) consents to the appointment of a Custodian custodian of it or for all or substantially all any substantial part of its property; or (d) makes a general assignment for the benefit of its creditors; or takes any comparable action under any foreign laws relating to insolvency; provided however, that the liquidation of any Restricted Subsidiary into another Restricted Subsidiary or the Company other than as part of a credit reorganization, shall not constitute an Event of Default under this clause (e) admits in writing its inability generally to pay its debts as the same become duevii); (8) viii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group the Co-Issuer or any Significant restricted Subsidiary of OI Group in an involuntary caseinsolvency proceeding; (b) appoints a Custodian of the Company, OI Group the Co-Issuer or any Significant Restricted Subsidiary of OI Group or for all or substantially all any substantial part of such entity’s its property; or (c) orders the winding up or liquidation of the Company, OI Group the Co-Issuer or any Significant Subsidiary of OI GroupRestricted Subsidiary; and, with respect to or (a), (bd) grants any similar relief under any foreign laws; and (c), in each case the order or decree remains unstayed and in effect for 60 days; and or (9ix) failure by OI Group the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries Subsidiaries), would constitute a Significant Subsidiary to comply pay final judgments aggregating in excess of $5.0 million (net of any amounts with respect to which a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged or stayed for a period of 60 days (the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture“judgment default provision”). If However, a default under clauses (iv) and (v) will not constitute an Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, until the Trustee by notice to the Company, or the Holders Securityholders of at least 25% in principal amount of the then outstanding Notes by notice to Securities notify the Company Issuers and the Trustee, in the case of a notice given by the Securityholders, of the default and the Issuers does not cure such default within the time specified in clauses (iv) and (v) hereof after receipt of such notice. If an Event of Default occurs and is continuing (other than an Event of Default described in clause (vii) above), the Trustee or the Securityholders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders Securityholders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of Securities may direct the Trustee during an in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default or Event of Default to act with the required standard (except a Default or Event of care, the Trustee Default in payment of principal or interest) if it determines that withholding notice is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, with respect to this Notetheir interest.

Defaults and Remedies. Under the Indenture, Events An Event of Default includeis: (1a) defaults default in the payment of interest onthe principal of, or Additional Interestpremium, if any, with respect to on the Senior Convertible Notes when due at maturity, upon repurchase, upon acceleration or otherwise; including, without limitation, failure of the same becomes due and payable and the default continues for a period of 30 daysCompany to make any optional redemption payment; (2b) defaults default for 30 days or more in payment of any installment of interest or Liquidated Damages on the Senior Convertible Notes when due (including any interest or Liquidated Damages payable in connection with a repurchase pursuant to Section 4.06 of the Indenture or in connection with any optional redemption payment); (c) failure by the Company to comply or to observe in any material respect any other covenants or agreements of the Company in respect of the Senior Convertible Notes set forth in the Indenture or the Senior Convertible Notes for 60 days or more after notice as set forth in the Indenture; (d) default in the payment of the Principal Designated Event Payment in respect of the Senior Convertible Notes when on the same becomes due and payable at maturity, upon redemption or otherwisedate therefor; (3e) failure by OI Group or any to provide timely notice of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor)a Designated Event; (4f) default under any credit agreement, mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Company or any Restricted Subsidiary of its Material Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Material Subsidiaries) ), whether such Indebtedness or Guarantee now exists, guarantee exists on the date of the Indenture or is created after the Issue Datethereafter, if that default: which default (ai) is caused by a failure to pay when due any principal of, of or interest or premium, if any, on such Indebtedness prior to the expiration of within the grace period provided for in such Indebtedness on the date of such default (which failure continues beyond any applicable grace period) (a “"Payment Default”); ") or (bii) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any maturity (without such accelerated Indebtedness which is repaid acceleration being rescinded or prepaid within 20 Business Days after such declaration; annulled) and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been is a Payment Default or the maturity of which has been so accelerated, aggregates to $100.0 million 35,000,000 or moremore and such Payment Default is not cured or such acceleration is not annulled within 30 days after written notice to the Company from the Trustee or to the Company and the Trustee from the holders of at least 25% in aggregate principal amount of the Senior Convertible Notes then outstanding; or (5g) failure by the Company or any final Material Subsidiary of the Company to pay final, non-appealable judgments of a United States federal or state court or courts (other than any judgment or order for payment of money as to which a reputable insurance company has accepted full liability) aggregating in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group 50,000,000, which judgments are not stayed, bonded or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of within 60 days; (6) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditorsdays after their entry; or (eh) admits in writing its inability generally to pay its debts as certain events involving bankruptcy, insolvency or reorganization of the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group Company or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the IndentureMaterial Subsidiary. If an Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders holders of at least 25% in principal amount of the then outstanding Senior Convertible Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of principal of, premium, if any, and any accrued and unpaid interest and Liquidated Damages, if any, on the all Senior Convertible Notes then outstanding to be due and payable immediately. Upon such declaration , except that in the Principal (case of an Event of Default arising from certain events of bankruptcy, insolvency, or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration reorganization with respect to the Company or any of its Material Subsidiaries, all outstanding Senior Convertible Notes has been madebecome due and payable without further action or notice. Holders of Senior Convertible Notes may not enforce the Indenture or the Senior Convertible Notes except as provided in the Indenture. The Trustee may require an indemnity satisfactory to it before it enforces the Indenture or the Senior Convertible Notes. Subject to certain limitations, the Holders holders of a majority in principal amount of the then outstanding Senior Convertible Notes maymay direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders notice of any continuing default (except a default in payment of principal, under certain circumstancespremium, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal any, or interest or Liquidated Damages, if applicable) if it determines that has become due solely because of the accelerationwithholding notice is in their interests. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available The Company must furnish annual compliance certificates to the Trustee, with respect to this Note.

Defaults and Remedies. Under the Indenture, Events of Default include: (1) defaults are set forth in the payment --------------------- Indenture. Upon the happening of interest on, or Additional Interest, if any, with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, specified in any individual caseSection 6.01, the Trustee may, and the Trustee upon the request of 25% in principal amount of any such Indebtedness is equal to or in excess of $50.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more; (5) any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time Securities shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (6) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If an Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of outstanding Securities may, declare the then outstanding Notes principal of and accrued but unpaid interest, if any, on all the Securities to be due and payable by notice in writing to the Company and the TrusteeTrustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall (except as provided in the Indenture, may declare the unpaid Principal clause (ii) of and any accrued and unpaid interest on the Notes to be this sentence) become immediately due and payable immediately. Upon such declaration or (ii) if there are any amounts outstanding under any of the Principal (or such lesser amount) and interest shall be instruments constituting Designated Senior Debt, will become due and payable immediatelyupon the first to occur of an acceleration under any of the instruments constituting Designated Senior Debt or five Business Days after receipt by the Company and the Representative of such Acceleration Notice (unless all Events of Default specified in such Acceleration Notice have been cured or waived). At If an Event of Default described under clauses (6) or (7) of Section 6.01 with respect to the Company occurs and is continuing, then such amount will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of Securities; provided, however, that at any time after a declaration of acceleration with -------- ------- respect to the Notes has been madeSecurities, the Holders of a majority in principal amount of the Securities then outstanding Notes may, under certain circumstances, (by notice to the Trustee) may rescind and cancel such acceleration declaration and its consequences if (i) the rescission would not conflict with any judgment or decree and if of a court of competent jurisdiction, (ii) all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal principal or interest on the Securities that has become due solely because by such declaration of acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Securities) on overdue installments of interest and overdue principal which has become due otherwise than by such declaration of acceleration has been paid, (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the acceleration. Subject to the duty cure or waiver of the Trustee during an a Default or Event of Default (with respect to act with the required standard Company) of carethe type described in Section 6.01(6) or (7), the Trustee is under no obligation to exercise any has received an Officers' Certificate and an Opinion of its rights Counsel that such Default or powers under the Indenture at the request Event of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability Default has been cured or expensewaived. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the The Holders of a majority in principal amount of the outstanding Notes have Securities may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the right to direct payment of the time, method and place principal of conducting or interest on any proceeding for exercising any remedy available to the Trustee, with respect to this NoteSecurities.

Defaults and Remedies. Under the Indenture, Events of Default include: (1a) defaults default in the payment when due of interest on, or Additional InterestLiquidated Damages, if any, with respect to to, the Notes when the same becomes due and payable and the such default continues for a period of 30 days; (2b) defaults default in the payment when due of principal of, or premium, if any, on, the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseNotes; (3c) failure by OI Group the Company to comply with any of the provisions of Sections 3.10 or 5.01 of the Indenture; (d) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the provisions of Section 4.15 of the Indenture; (e) failure by the Company or any of its Restricted Subsidiaries to observe or perform any other agreements covenant or other agreement in the Indenture, Indenture or the Notes and for 60 days after written notice to the Guarantees Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes (with respect to any Guarantor)then outstanding; (4f) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, if that default: which default (ai) is caused by a failure to pay principal of, or interest of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (bii) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates without duplication $100.0 million 20,000,000 or more, and such default shall not have been cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within 10 Business Days after the running of such grace period or the occurrence of such acceleration; (5g) any a final judgment or order final judgments for the payment of money in excess are entered by a court or courts of $50.0 million in any individual case and $100.0 million in competent jurisdiction against the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries Subsidiaries, and such judgment shall not have been paidor judgments remain unpaid, discharged unstayed or stayed undischarged for a period (during which execution shall not be effectively stayed) of 60 days, provided that the aggregate of all such unpaid or undischarged judgments exceeds $20,000,000 (excluding amounts covered by insurance); (6h) certain events of bankruptcy or insolvency with respect to the Company or any of its Subsidiaries that, when taken together, would constitute a Significant Subsidiary or any of its Significant Subsidiaries; or (i) except as permitted by in the Indenture, any Subsidiary Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee (other than by reason of termination of the Notes; (7) Indenture or the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all release of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and Guarantee in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply accordance with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture). If an any Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration Notwithstanding the Principal (foregoing, in the case of an Event of Default arising from certain events of bankruptcy or such lesser amount) and interest shall be insolvency, all outstanding Notes will become due and payable immediatelywithout further action or notice. At any time after a declaration of acceleration with respect to Holders may not enforce the Indenture or the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee security and indemnity satisfactory to payment of principal or interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the TrusteeTrustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its A1-6 consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with respect the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include: , but are not limited to, (1i) defaults default for 30 days in the payment of interest on, (including any Contingent Interest) or Additional InterestAmounts, if any, with respect to when due on the Notes when the same becomes due and payable and the default continues for a period of 30 daysSecurities; (2ii) defaults default in the payment of principal on the Principal Securities at Stated Maturity, upon required repurchase pursuant to paragraph 7 or upon optional redemption pursuant to paragraph 6 of the Notes when the same becomes due and payable at maturitySecurities, upon redemption declaration or otherwise; (3iii) the failure by OI Group the Company or any Subsidiary Guarantor to comply with its obligations under Article IV or Section 10.2 of its Restricted Subsidiaries the Indenture; (iv) the failure by the Company to comply for 60 days after written notice to comply with any of the its other agreements contained in the IndentureIndenture or under the Securities (other than those referred to in (i), the Notes and the Guarantees of the Notes (with respect to any Guarantorii), or (iii) above); (4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be outstanding, or by which there may be secured or evidenced any Indebtedness Debt for money borrowed by OI Group or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group Company or any of its Restricted Subsidiaries) Subsidiaries (other than Non-Recourse Debt of a Non-Recourse Subsidiary), whether such Indebtedness or Guarantee Debt now exists, or is created after the Issue Datedate of the Indenture, if that default: which default (a) is caused by a failure to pay principal of, or interest or premium(including any Contingent Interest) and Additional Amounts, if any, or on such Indebtedness Debt prior to the expiration of the grace period provided in such Indebtedness on the date of such default Debt (a “"Payment Default”); ") or (b) results in the acceleration of such Indebtedness Debt prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity (the "cross acceleration provision") and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionDebt, or such Indebtedness together with the principal amount of any other such Indebtedness Debt under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 20.0 million or more; (5) any final judgment more or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in its foreign currency equivalent at the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment acceleration shall not have been paid, discharged rescinded or stayed for a period annulled within 10 days after written notice of 60 dayssuch acceleration has been received by the Company or such Subsidiary; (6vi) except as permitted by the Indenturecertain events of bankruptcy, any Guarantee insolvency or reorganization of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of Company (the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors"bankruptcy provisions"); or (evii) admits entry in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order of a final judgment for the payment of $20.0 million or decree under any Bankruptcy Law that: (a) is for relief more rendered against the Company, OI Group Company or any Significant Subsidiary of OI Group in an involuntary case; Subsidiary, which judgment is not fully covered by insurance or not discharged or stayed within 90 days after (bA) appoints a Custodian of the Companydate on which the right to appeal thereof has expired if no such appeal has commenced, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (cB) orders the liquidation of date on which all rights to appeal have been extinguished (the Company"judgment default provision"). However, OI Group or any Significant Subsidiary of OI Group; and, with respect to a default under clause (a), (biv) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If will not constitute an Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, until the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes Securities notify the Company of the default and the Company does not cure such default within the time specified in clause (iv) hereof after receipt of such notice. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration Securityholders may not enforce the Principal (Indenture or such lesser amount) and interest shall be due and payable immediatelythe Securities except as provided in the Indenture. At any time after a declaration of acceleration with respect The Trustee may refuse to enforce the Notes has been madeIndenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of Securities may direct the Trustee during an in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default or Event of Default to act with the required standard (except a Default or Event of careDefault in payment of principal or interest (including any Contingent Interest) and Additional Amounts, the Trustee if any) if it determines that withholding notice is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, with respect to this Notetheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on, or Additional InterestLiquidated Damages on the Notes; (ii) default in payment when due of the principal of or premium, if any, with respect to on the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3iii) failure by OI Group the Company or any of its Restricted Subsidiaries or Parent to comply with Section 4.15 or 5.01 of the Indenture; (iv) failure by Frontier Escrow Corporation to comply with the provisions of Section 4.19; (v) failure by the Company for 60 days after notice to comply with any of the its other agreements in the Indenture, the Notes and or the Guarantees of the Notes (with respect to any Guarantor)Escrow Agreement; (4vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Company, any of its Restricted Subsidiaries or any Restricted Subsidiary Parent (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) Subsidiaries or Parent), whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, if that default: which default (a) is caused by a failure to pay principal of, of or premium or interest or premium, if any, on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 10.0 million or more; (5) and provided, further, that if such default is cured or waived or any final such acceleration rescinded, or such Indebtedness is repaid within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, an Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as said rescission does not conflict with any judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in decree; (vii) failure by the aggregate at any time shall be rendered against OI Group or Company, any of its Restricted Subsidiaries and such judgment shall or Parent to pay final judgments aggregating in excess of $10.0 million (net of applicable insurance coverage which is acknowledged in writing by the insurer), which judgments are not have been paid, discharged or stayed for a period of 60 days; (6viii) except as permitted failure by Parent to execute a supplemental indenture and a Guarantee upon consummation of the IndentureMergers; (ix) failure by any Guarantor to perform any covenant set forth in its Guarantee, or the repudiation by any Guarantor of its obligations under its Guarantee or the unenforceability of any Guarantee against a Guarantor for any reason; (x) failure of the Notes shall be held in Escrow Agreement, at any judicial proceeding to be unenforceable or invalid or shall cease for any reason time, to be in full force and effect (except as provided in the Indenture) or any Guarantor, contest by the Company or any Person acting on behalf of any Guarantor, shall deny its Subsidiaries or disaffirm its obligations under its Guarantee Parent of the Notesvalidity or enforceability of the Escrow Agreement; and (7xi) certain events of bankruptcy or insolvency with respect to the Company, OI Group Parent, any Restricted Subsidiary that is also a Significant Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary of OI Group Subsidiary, pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group as provided in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If an any Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration Notwithstanding the Principal (foregoing, in the case of an Event of Default arising from certain events of bankruptcy or such lesser amount) and interest shall be insolvency, all outstanding Notes will become due and payable immediatelywithout further action or notice. At any time after a declaration of acceleration with respect to Holders may not enforce the Indenture or the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee security and indemnity satisfactory to payment of principal, interest, premium or Liquidated Damages, if any), if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the TrusteeTrustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default in the payment of the principal of or premium, interest or Liquidated Damages, if any, on the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with respect the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest onon the Notes; (ii) default in payment when due of the principal of, or Additional Interestpremium, if any, with respect to on the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3iii) failure by OI Group the Company to comply with the provisions of Section 3.09, 4.10, 4.15 or any 5.01 of its Restricted Subsidiaries the Indenture; (iv) failure by the Company for 180 days after notice to comply with the provisions of Section 4.03 of the Indenture; (v) failure by the Company for 60 days after notice to comply with any of the its other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (4vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Datedate of the Indenture, if that default: default (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; providedStated Maturity, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more; (5) any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (6) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If an Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, with respect to this Note.so

Defaults and Remedies. Under the Indenture, Events of Default include: (1) the Company defaults in the payment of interest on, or Additional Interest, if any, with respect to on the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) the Company defaults in the payment of the Principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Section 4.08 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding under the Indenture to comply with any of the other agreements (other than those specified in clause (3) above) in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (45) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, and (i) in any individual case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 75.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 150.0 million or moremore and (ii) OI Group has received notice specifying the default from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding under the Indenture and does not cure the default within 30 days; (56) any final judgment or order for payment of money in excess of $50.0 75.0 million in any individual case and $100.0 150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 daysdays after its entry; (67) except as permitted by the Indenture, any Guarantee of the Notes by OI Group or any Guarantor that is a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or OI Group or any GuarantorGuarantor that is a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) 8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (8) 9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; , and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If an Event of Default other than an Event or of Default specified in clauses (7) 8) and (8) 9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice in writing to the Company and the Trustee, in the case of notice by the Holders, specifying the respective Event of Default and that it is a “notice of acceleration” as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. If an Event of Default specified in clause (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due immediately without any declaration, act or notice or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes by notice to the Trustee may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered and, if requested, provided to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, with respect to this Note.

Defaults and Remedies. Under the Indenture, Events of Default shall include: (1) defaults default for thirty (30) days in the payment when due of interest on, or Additional Interest, if any, with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; 2019 Notes, (2) defaults default in the payment when due of the Principal principal of or premium, if any, on the Notes when the same becomes due and payable at maturity2019 Notes, upon redemption or otherwise; (3) failure by OI Group the Company or any of its the Restricted Subsidiaries for 60 days after notice to comply with the provisions described under Article 5 or failure by the Company to consummate a Change of Control Offer or Asset Sale Offer in accordance with the provisions of the Indenture applicable to the offers, (4) failure by the Company or any of the Restricted Subsidiaries to perform any other agreements covenant in the Indenture, other than a covenant specified in clauses (1), (2) or (3) above or that does not relate to the Notes and 2019 Notes, that continues for sixty (60) days (or one hundred twenty (120) days in the Guarantees case of a failure to comply with the reporting obligations described under Section 4.03 of the Notes Indenture) after notice to comply, (with respect to any Guarantor); (45) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Company or any Restricted Subsidiary (of its Significant Subsidiaries, or the payment of which is guaranteed by OI Group the Company or any of its Restricted Significant Subsidiaries) , whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, if that default: which default (a) is caused by a failure to pay principal of, or interest of or premium, if any, on such interest on, if any, or Additional Interest, if any, with respect to the Indebtedness prior to the expiration of the grace period provided in such Indebtedness indebtedness on the date of such the default (a “Payment Default”); ) or (b) results in the acceleration of such the Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 20.0 million or more; , (56) failure by the Company or any of its Significant Subsidiaries to pay final judgment or order for payment judgments aggregating (net of money amounts covered by insurance policies) in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall 20.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 days; sixty (660) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable days or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) certain events of bankruptcy or insolvency described in the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, Indenture with respect to (a), (b) and (c)the Guarantor, the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group Company or any of its Restricted Subsidiaries to comply with Subsidiaries. Notwithstanding the provisions foregoing, in the case of Sections 4.10 or 4.11 or Article 5 of the Indenture. If an Event of Default other than an arising from certain events of bankruptcy or insolvency, with respect to the Company, all outstanding 2019 Notes will become due and payable without further action or notice. If any Event or of Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding 2019 Notes by notice to the Company and the TrusteeTrustee may, as provided in and the IndentureTrustee at the request of such Holders shall, may declare all the unpaid Principal of and any accrued and unpaid interest on the 2019 Notes to be due and payable immediately. Upon any such declaration declaration, the Principal (or such lesser amount) principal of, premium, if any, and interest accrued and unpaid interest, if any, and Additional Interest, if any, shall be become due and payable immediately. At any time after a declaration Holders of acceleration with respect the 2019 Notes may not enforce the Indenture or the 2019 Notes except as provided in the Indenture. Subject to the Notes has been madecertain limitations, the Holders of a majority in of the aggregate principal amount of the then outstanding 2019 Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because power. The Trustee may withhold from Holders of the acceleration. Subject to the duty 2019 Notes notice of the Trustee during an any continuing Default or Event of Default, except a Default or Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered relating to the Trustee security and indemnity satisfactory to it against any losspayment of principal of, liability or expense. Subject to certain provisionsinterest or premium or Additional Interest, including those requiring security or indemnification of if any, on the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, with respect to this Note2019 Notes.

Defaults and Remedies. Under the Indenture, Events of Default include: include (1each of which are more specifically described in the Indenture) defaults (i) default in any payment of interest or additional interest (as required by the Registration Rights Agreement) on any Security when due, continued for 30 days; (ii) default in the payment of interest on, principal of or Additional Interestpremium, if any, with respect to the Notes on any Security when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturityits Stated Maturity, upon redemption optional redemption, upon required repurchase, upon declaration or otherwise; (3iii) failure by OI Group the Company or any Note Guarantor to comply with its obligations under Section 4.1 of the Indenture; (iv) failure by the Company or any Note Guarantor to comply for 45 days after notice with any of its Restricted Subsidiaries obligations under Article III of the Indenture (in each case, other than a failure to purchase Securities, which will constitute an Event of Default under clause (ii), and a failure to comply with Section 4.1 of the Indenture, which will constitute an Event of Default under clause (iii)); (v) failure by the Company or any Note Guarantor to comply for 60 days after notice to comply as provided below with any of the its other agreements contained in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (4vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, if that default: which default (a1) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b2) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated, aggregates $100.0 20.0 million or more; (5vii) certain events set forth in Section 6.1(7) of the Indenture of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law; (viii) failure by the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary to pay final judgment or order for payment of money judgments aggregating in excess of $50.0 20.0 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall writing), which judgments are not have been paid, discharged or stayed for a period of 60 days; (6ix) except any Subsidiary Guarantee, Collateral Document or obligation under the Intercreditor Agreement of a Significant Subsidiary or group of Restricted Subsidiaries that taken together as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease latest audited consolidated financial statements for any reason the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or any Guarantor, Subsidiary Guarantor that is a Significant Subsidiary or any Person acting on behalf group of any Guarantor, shall deny Subsidiary Guarantors that taken together as of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary denies or disaffirm disaffirms its obligations under the Indenture, or its Subsidiary Guarantee of any Collateral Document or the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditorsIntercreditor Agreement; or (ex) admits with respect to any Collateral having a fair market value in writing its inability generally excess of $20.0 million, individually or in the aggregate, (A) the security interest under the Collateral Documents, at any time, ceases to pay its debts as be in full force and effect for any reason other than in accordance with their terms and the same become due; terms of this Indenture and other than the satisfaction in full of all obligations under this Indenture and discharge of this Indenture, (8) a B) any security interest created thereunder or under this Indenture is declared invalid or unenforceable or (C) the Company or any Note Guarantor asserts, in any pleading in any court of competent jurisdiction enters an order jurisdiction, that any such security interest is invalid or decree unenforceable. However, a default under any Bankruptcy Law that: clauses (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (biv) and (c), v) will not constitute an Event of Default until the order Trustee or decree remains unstayed the Holders of 25% in principal amount of the outstanding Securities notify the Company of the default and the Company does not cure such default within the time specified in effect for 60 days; clauses (iv) and (9v) failure by OI Group or any hereof after receipt of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenturesuch notice. If an Event of Default (other than an Event or of Default specified described in clauses (7vii) and (8) of the preceding paragraph hereof) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes Securities by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Securities to be due and payable. If an Event of Default described in (vii) hereof occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of Securities may direct the Trustee during an in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default to act with the required standard (except a Default or Event of careDefault in payment of principal, the Trustee premium, if any, or interest) if it determines in good faith that withholding notice is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, with respect to this Notetheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on, on or Additional Interest, if any, with respect to to, the Notes when Notes, whether or not prohibited by the same becomes due and payable and subordination provisions of the default continues for a period of 30 daysIndenture; (2ii) defaults default in the payment of the Principal of the Notes when the same becomes due and payable (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes whether or not prohibited by the subordination provisions of the Indenture; (3iii) failure by OI Group the Issuer to comply with Section 5.01 of the Indenture; (iv) failure by the Issuer or any of its Restricted Subsidiaries for 60 days after notice to the Issuer by the Trustee or the Holders of at least 25% in aggregate principal amount of Toggle Notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Issuer or any Restricted Subsidiary of its Significant Subsidiaries (or the payment of which is guaranteed by OI Group the Issuer or any of its Restricted Significant Subsidiaries) ), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (aA) is caused by a failure to pay principal of, or interest or premium, if any, on at the final Stated Maturity of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (bB) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 20.0 million or more; (5vi) any certain final judgment or order judgments and decrees for the payment of money in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed that remain undischarged for a period of 60 daysdays after such judgment or decree has become final and nonappealable without being paid, discharged, waived or stayed; (6vii) except as permitted by the Indenture, any Subsidiary Guarantee of the Notes shall be held in any judicial proceeding Significant Subsidiary is declared to be unenforceable or invalid by any final and nonappealable judgment or shall cease decree or ceases for any reason to be in full force and effect effect, or any Guarantor, Guarantor that is a Significant Subsidiary or any Person acting on behalf of any Guarantor, shall deny Guarantor that is a Significant Subsidiary denies or disaffirm disaffirms its obligations in writing under its Subsidiary Guarantee and such Default continues for 10 days after receipt of the Notes; notice specified in the Indenture and (7viii) the Company, OI Group certain events of bankruptcy or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, insolvency with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group Issuer or any of its the Issuer’s Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenturethat is a Significant Subsidiary. If an any Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Toggle Notes may declare all the Toggle Notes to be due and payable; provided that so long as any Indebtedness permitted to be incurred under the Credit Agreement is outstanding, such acceleration will not be effective until the earlier of the acceleration of such Indebtedness under the Credit Agreement or five Business Days after receipt by notice to the Company Issuer and the Trusteerepresentative under the Credit Agreement of written notice of such acceleration. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Toggle Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture or the Toggle Notes except as provided in the Indenture. Subject to certain limitations, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Toggle Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of may direct the Trustee during an in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to act with the required standard payment of careprincipal, the Trustee is under no obligation to exercise any premium or interest or Additional Interest) if a committee of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expenseResponsible Officer determines in good faith that withholding notice is in their interest. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Toggle Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the TrusteeTrustee may on behalf of the Holders of all of the Toggle Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium and Additional Interest, if any, or interest on, the Toggle Notes (including in connection with respect an offer to this Notepurchase). The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within 30 days of becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default includeinclude in summary form: (1i) defaults default for 30 days in the payment when due of interest on, on the Notes; (ii) default in payment when due of the principal of or Additional Interestpremium, if any, with respect to on the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3iii) failure by OI Group the Company or any of its Restricted Subsidiaries to comply (for 60 30 days after notice in the case of a failure to comply that is capable of cure) with Sections 4.06, 4.07 or 5.01 of the Indenture; (iv) failure by the Company to comply with any of the its other agreements in the Indenture, Indenture for 60 days (or 180 days in the Notes case of a Reporting Failure) after notice to the Issuers by the Trustee or to the Issuers and the Guarantees Trustee by Holders of at least 25% in aggregate principal amount of the Notes (with respect to any Guarantor)then outstanding; (4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Company or any Restricted Subsidiary of the Company (or the payment of which is guaranteed by OI Group an Issuer or any Restricted Subsidiary of its Restricted Subsidiaries) the Company), whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: (a) is caused by a failure to pay principal of, or interest of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $50.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 20.0 million or more; provided, that so long as the outstanding Notes have not been accelerated, if within a period of 60 days from the continuation of such default under such other Indebtedness beyond the applicable grace period or the occurrence of such acceleration of such other Indebtedness, as the case may be, any such default is cured or waived or any such acceleration rescinded, or such other Indebtedness is repaid (5) other than as a result of any final such acceleration), such Event of Default shall be automatically rescinded, so long as such rescission does not conflict with any judgment or order for payment decree; (vi) the failure by the Company or any Restricted Subsidiary of money the Company to pay final judgments by courts of competent jurisdiction aggregating in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall 20.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 days; (6vii) except as permitted by the Indenture, any Guarantee of the Notes a Subsidiary Guarantor shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations under its Guarantee Guarantee; and (viii) certain events of the Notes; (7) the Company, OI Group bankruptcy or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, insolvency with respect to (a), (b) and (c)an Issuer, the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group General Partner or any Restricted Subsidiary of its the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenturethat, taken as a whole, would constitute a Significant Subsidiary. If an any Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to may or at the Company, or request of the Holders of at least 25% in aggregate principal amount of the then then-outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may shall declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (foregoing, in the case of an Event of Default arising from certain events of bankruptcy or such lesser amount) and interest shall be insolvency, with respect to an Issuer or the General Partner, all outstanding Notes will become due and payable immediatelywithout further action or notice. At any time after a declaration of acceleration with respect to Holders may not enforce the Indenture or the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in aggregate principal amount of the then then-outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee security and indemnity satisfactory to payment of principal, interest or Liquidated Damages) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the TrusteeTrustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal or premium, if any, of the Notes. The Issuers and the Subsidiary Guarantors are required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with respect the Indenture, and the Issuers are required upon becoming aware of any Default or Event of Default, to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.