Common use of Merger, Consolidation or Sale of Assets Clause in Contracts

Merger, Consolidation or Sale of Assets. (a) The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (i) either: (A) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (iii) no Default or Event of Default exists; (iv) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the Company.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (i1) either: (Aa) the Company is the surviving corporation; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (iii3) no Default or Event of Default exists; (iv4) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (xa) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a10.09(a) hereof or (yb) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v5) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall will have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein therein provided for relating to such transaction have been complied with. (b) Clause (iv4) of Section 5.01(a8.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the Company.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its the Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its the Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (i) either: either (A) the Company is the surviving corporationPerson; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made (i) assumes all the obligations of the Company under the Notes, this Indenture Indenture, the Second Lien Collateral Trust Agreement, the other Security Documents (as applicable) and the Registration Rights First Lien/Second Lien Intercreditor Agreement pursuant to agreements reasonably satisfactory to the TrusteeTrustee and (ii) to the extent required by and subject to the limitations set forth in the Security Documents, agrees to cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens on the Collateral owned by or transferred to such surviving Person, together with such financing statements or comparable documents to the extent required by and subject to the limitations set forth in the Security Documents, as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictions; (iii) no Default or Event of Default exists; (iv) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Total Leverage Ratio test set forth in Section 4.09(a4.13(a) hereof or (y) have a Fixed Charge Coverage Total Leverage Ratio that would be no greater than such ratio for the Company and its the Restricted Subsidiaries immediately prior to such transaction; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause Clauses (iv) and (v) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its the Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the Company.

Merger, Consolidation or Sale of Assets. (a) The Company shall will not, in a single transaction directly or a series of related transactionsindirectly: (1) consolidate, consolidate with amalgamate or merge with or into any other another Person (whether or not the Company is the surviving corporation), convert into another form of entity or continue in another jurisdiction; or (2) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Personsassets, in one or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or more related transactions, in the aggregateto another Person, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect theretounless: (i1) either: (Aa) the Company is the surviving corporation; or (Bb) the Person (the “Successor Company”) formed by or surviving any such consolidation consolidation, amalgamation or merger or resulting from such conversion (if other than the Company) or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has been made is a corporation corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii2) the Person formed by or surviving any such consolidation conversion, consolidation, amalgamation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the any Registration Rights Agreement pursuant to a supplemental indenture and other agreements reasonably satisfactory to the Trustee; provided that, unless such Person is a corporation, a corporate co-issuer of the Notes will be added to this Indenture by agreements reasonably satisfactory to the Trustee; (iii3) immediately after such transaction no Default or Event of Default exists;; and (iv4) the Company or the other Person formed by or surviving any such consolidation consolidation, amalgamation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made willmade: (i) would have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction; (ii) would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a3.3(a); or (iii) hereof or (y) would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, have a Fixed Charge Coverage Ratio that would be greater is not less than such ratio for the Fixed Charged Coverage Ratio of the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v) . For purposes of this covenant, the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, assignment, transfer, or other dispositiondisposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if a supplemental indenture is required in connection with held by the Company instead of such transactionSubsidiaries, such supplemental indenture, comply with would constitute all or substantially all of the requirements of this Indenture properties and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the assets of the Company. The Successor Company will succeed to, and that does be substituted for, and may exercise every right and power of, the Company under this Indenture, but, in the case of a lease of all or substantially all its assets, the Company will not have as one be released from the obligation to pay the principal of, premium, if any, on and interest and Special Interest, if any, on, the Notes. Notwithstanding the preceding clause (4) of this Section 4.1, (x) any Restricted Subsidiary of the Company may consolidate with, merge into or transfer all or part of its purposes properties and assets to the evasion of such clauseCompany, (by) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (c) any merger or consolidation of may merge into a Restricted Subsidiary for the purpose of reincorporating the Company in another jurisdiction and (z) any Restricted Subsidiary may consolidate with, merge into the Companyor transfer all or part of its properties and assets to another Restricted Subsidiary.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither STBV nor the Issuer may, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not it is the surviving entity); or (2) sell, assign, transfer, convey, transfer, lease or otherwise dispose of all or substantially all of its and STBV’s Subsidiaries’ properties and or assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (i) either: (A) STBV or the Company Issuer, as applicable, is the surviving corporationentity; or (B) the Person formed by or surviving any such consolidation or merger (if other than STBV or the CompanyIssuer, as applicable) or to which such sale, assignment, lease, transfer, conveyance conveyance, lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of any member state of the European Union, the United States, any state of the United States or the District of Columbia; Columbia (ii) STBV, the Person formed by Issuer or surviving any such consolidation or merger (if other than the Company) or Persons, as applicable, including the Person to which such sale, assignment, lease, transfer, conveyance conveyance, lease or other disposition has been made made, as the case may be, being herein called the “Successor Company”); provided that at any time the Successor Company is the issuer of the Notes and is a limited liability company, there shall be a co-issuer of the Notes that is a corporation that satisfies the requirements of this Section 5.01(a); (ii) the Successor Company (if other than STBV or the Issuer, as applicable) assumes all the obligations of STBV or the Company Issuer under the Note Guarantee or the Notes, as the case may be, and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trusteea supplemental indenture; (iii) immediately after such transaction, no Default or Event of Default exists;; and (iv) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, STBV delivers an Officers’ Certificate and an Opinion of Counsel, each Counsel stating that such consolidationtransaction complies with this Indenture and, mergerif applicable, all conditions precedent in this Indenture to the execution of the supplemental indenture have been satisfied. The foregoing provision shall also apply to any Guarantor other than STBV. (b) For purposes of this Article 5, the sale, assignment, lease, conveyance, transferassignment, transfer or other dispositiondisposition of all or substantially all of the properties and assets of one or more Subsidiaries of STBV (including the Issuer), which properties and assets, if held by STBV instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of STBV on a consolidated basis, shall be deemed to be the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of STBV. (c) For the avoidance of doubt, it is agreed that, for all purposes under this Indenture, a sale, transfer or disposition of the properties or assets of STBV and its Subsidiaries (including the Issuer) that, in the aggregate accounted for no more than two-thirds of STBV’s aggregate EBITDA, during the four most recent consecutive fiscal quarters prior to the date of such sale, transfer or disposition for which financial statements are available (as specified in an 58 Officers’ Certificate delivered to the Trustee), shall be deemed not to be a sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of STBV. (d) Upon the execution and delivery of the supplemental indenture is required referred to in connection with such transactionSection 5.01(a)(ii), such supplemental indenture, comply with the requirements of predecessor company shall be released from its obligations under this Indenture and that the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or STBV, as applicable, under this Indenture and the Notes or the Note Guarantee, as the case may be, but, in the case of a lease of all conditions precedent herein provided for relating to such transaction have been complied withor substantially all its assets, the predecessor shall not be so released. (be) Clause Notwithstanding the foregoing, clause (iviii) of Section 5.01(a) shall not apply to: to (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (bA) a sale, transfer assignment, transfer, conveyance, lease or other disposition of assets between or among the Company STBV and its Subsidiaries, (B) any Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or part of its Restricted Subsidiaries properties and assets to STBV or to another Subsidiary of STBV (provided that, in the event that such Subsidiary is a Guarantor, it may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of all or part of its properties and assets solely to the Issuer or another Guarantor) or (cC) any merger the Issuer or consolidation STBV merging with an Affiliate solely for the purpose and with the sole effect of a Restricted Subsidiary into reincorporating the CompanyIssuer or STBV, as applicable, in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither of the Issuers nor the Parent may, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not such Issuer or the Parent, as applicable, is the survivor); or (2) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole whole, or the Parent and its Restricted Subsidiaries, taken as a whole, as applicable, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (i1) either: (Aa) such Issuer or the Company Parent, as applicable, is the surviving corporationsurvivor; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than such Issuer or the CompanyParent, as applicable) or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has been made is a corporation Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (ii2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer or the CompanyParent, as applicable) or the Person to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has been made assumes assumes, in the case of an Issuer, all the obligations of such Issuer under the Notes and this Indenture and, in the case of the Parent, all the obligations of the Company Parent under the Notes, this Indenture and the Registration Rights Agreement its Note Guarantee, pursuant to agreements a supplemental indenture in form reasonably satisfactory to the Trustee; (iii3) immediately after such transaction no Default or Event of Default exists; (iv4) in the case of a transaction involving the Parent, either (A) the Company Parent or the other Person formed by or surviving any such consolidation or merger (if other than the CompanyParent), or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a4.09; or (B) hereof or (y) have immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio that would be greater than such ratio for of the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v) the Company Parent or the other Person formed by or surviving any such consolidation or merger (if other than the CompanyParent), or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has been made shall have made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Parent immediately before such transaction; and (5) such Issuer or the Parent, as applicable, has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, merger or other disposition, disposition and if a such supplemental indenture is required in connection with such transaction, such supplemental indenture, (if any) comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withIndenture. (b) Clause Notwithstanding the restrictions described in Section 5.01(a)(4), any Restricted Subsidiary of the Parent (ivother than the Issuers) may consolidate with, merge into or dispose of all or part of its properties or assets to the Company or the Parent without complying with the preceding clause (4) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Issuers may reorganize as any other form of entity in accordance with the following procedures provided that: (1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of Section 5.01(athe Company into a form of entity other than a limited partnership formed under Delaware law; (2) shall the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default or Event of Default exists; (5) such reorganization is not apply to: materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law); and (6) such Issuer or Parent, as applicable, has delivered to the trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such reorganization and such supplemental indenture (if any) comply with this indenture. (d) Notwithstanding anything in this Section 5.01 to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp. may be merged into the Company or the Parent or it may be dissolved in accordance with this Indenture and cease to be an Issuer. (e) For purposes of this Section 5.01, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the principal purpose properties or assets of which is to change the state of organization one or more Restricted Subsidiaries of the Company and that does not have or the Parent, as one the case may be, the Capital Stock of its purposes which constitutes all or substantially all of the evasion properties or assets of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any or the Parent, as applicable, shall be deemed to be the transfer of its Restricted Subsidiaries all or (c) any merger substantially all of the properties or consolidation assets of a Restricted Subsidiary into the CompanyCompany or the Parent, as applicable.

Merger, Consolidation or Sale of Assets. (a) The Company shall notIssuers. Neither Issuer will, in a single any transaction or a series of related transactions, consolidate with or merge with or into any other Person (whether or not such Issuer survives), or sell, assign, convey, transfer, lease or otherwise dispose of (or cause or permit any Restricted Subsidiary of such Issuer to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its properties property and assets whether as an entirety or substantially as an entirety, to any Person, unless: (i) either: (A) if the transaction or series of transactions is a consolidation of an Issuer with or a merger of an Issuer with or into any other Person, such Issuer shall be the surviving Person of such merger or group of affiliated Personsconsolidation; or (B) the Person formed by any consolidation or merger with or into an Issuer (if other than an Issuer), or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of which all or substantially all of the properties and assets of the Company an Issuer and its Restricted Subsidiaries Subsidiaries, taken as a whole to any other Person whole, as the case may be, are sold, assigned, conveyed, transferred, leased or group otherwise disposed of affiliated Persons, unless at the time and after giving effect thereto: (i) either: (A) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is shall be a corporation organized or and existing under the laws of the United StatesStates of America, any state of the United States thereof or the District of Columbia; , and such Person shall expressly assume by (iix) a supplemental indenture executed and delivered by such Person and each Guarantor and delivered to the Person formed by or surviving any such consolidation or merger (if other than Trustee, substantially in the Company) or the Person to which such saleform of Exhibit B, assignment, lease, transfer, conveyance or other disposition has been made assumes all of the obligations of the Company such Issuer under the Notes, this Indenture and, in each case, this Indenture, as so supplemented, shall remain in full force and the Registration Rights Agreement pursuant to agreements effect and (y) by amendment, supplement or other instrument (in form and substance reasonably satisfactory to the Trustee and the Collateral Agent), executed and delivered by such Person and each Guarantor and delivered to the Trustee;, all obligations of such Issuer under the Collateral Documents, and in connection therewith shall cause such instrument to be filed and recorded in such jurisdictions and take such other action as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Documents on the Collateral owned by or transferred to the surviving entity; and (iiiii) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (including any Indebtedness Incurred or anticipated to be Incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default exists;shall have occurred and be continuing; and (iviii) at the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter periodperiod (but without giving effect to the costs and expenses of such transaction), either (x) the continuing Issuer or the successor entity to an Issuer would be permitted to incur Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or 4.05(a), provided, however, that solely for purposes of this clause (y) have a iii), such Fixed Charge Coverage Ratio that would shall be greater than such ratio for at least 1.50 to 1.0. The foregoing requirements of Section 5.01(a) shall not apply to any transaction or series of transactions involving the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, leaseconveyance, transfer, conveyance lease or other disposition has been made of any properties or assets by any Subsidiary to any Guarantor, or the consolidation or merger of any Subsidiary with or into any other Guarantor or an Issuer. In connection with any consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition contemplated by Section 5.01(a), such Issuer shall have delivered deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, lease or other disposition, disposition and if a the supplemental indenture is required in connection with such transaction, such supplemental indenture, respect thereof comply with the requirements of this Indenture and that all conditions precedent herein provided for relating an Opinion of Counsel to the same effect. Each such transaction have been complied with. (b) Clause (iv) Officers’ Certificate shall set forth the manner of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion determination of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the CompanyIssuer’s compliance with Section 5.01(a)(iii).

Merger, Consolidation or Sale of Assets. (a) The Except in connection with a Permitted Restructuring in compliance with the provisions of Section 4.2, neither Holdings nor the Company shall notwill, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not Holdings or the Company is the surviving corporation); or (2) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company it and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (i1) either: (Aa) Holdings or the Company Company, as the case may be, is the surviving entity or corporation; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or Holdings) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made (such entity, in the case of the Company, the “Successor Company” and, in the case of Holdings, the “Successor Person”) is a corporation corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state of the United States or the District of ColumbiaColumbia (provided that, in the case of the Company, if the Successor Company is not a corporation, the Successor Company shall be required to cause a subsidiary of the Successor Company that is a corporation to be a co-obligor under the Notes); (ii2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or Holdings) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or Holdings, as applicable, under the Notes, the Note Guarantee, this Indenture and Indenture, the Registration Rights Agreement Agreement, the Collateral Documents and the Intercreditor Agreement, in each case, pursuant to agreements reasonably satisfactory to the Trustee, and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Company or the Successor Person, as the case may be, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (iii3) immediately after such transaction, no Default or Event of Default exists; (iv4) the Company Company, Holdings or the other Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or Holdings), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made willmade, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either either (xA) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a3.2(a) hereof or hereof, or (yB) would have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and its Restricted Subsidiaries Fixed Charge Coverage Ratio immediately prior to such transaction; and; (v5) each Guarantor (unless the Company is the surviving corporation, or unless such Guarantor is the Successor Company) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Notes and its obligations under the Collateral Documents and the Intercreditor Agreement shall continue to be in effect and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by such Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (6) the Company or (or, if applicable, the other Person formed by or surviving any such consolidation or merger (if other than the Successor Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made ) shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; (7) the Collateral transferred to the Successor Company or the Successor Person, as the case may be, will (A) continue to constitute Collateral under this Indenture and the Collateral Documents, (B) be subject to the Lien in favor of the Trustee for the benefit of the Holders of the Notes, and (C) not be subject to any Lien, other than Liens permitted by the terms of this Indenture; and (8) to the extent that the assets of the Person which is merged or consolidated with or into the Successor Company or the Successor Person, as the case may be, are assets of the type which would constitute Collateral under the Collateral Documents, the Successor Company or the Successor Person, as applicable, will take such other actions as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. In addition, neither the Company nor Holdings will, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person other than in compliance with this Section 4.1. The foregoing clauses (3) and (4) of this Section 4.1(a) will not apply to: (1) a merger of Holdings or the Company with an Affiliate solely for the purpose of reincorporating Holdings or the Company in another jurisdiction to realize tax or other benefits; or (2) any consolidation or merger, or any sale, assignment, leasetransfer, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer lease or other disposition of assets between or among the Company and the Guarantor. (b) The Company will not permit any Guarantor to consolidate with or merge with or into or wind up into (whether or not the Guarantor is the surviving corporation), or sell, assign, convey, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and assets, in one or more related transactions, to any Person (other than to the Company or another Guarantor) unless: (1) if such entity remains a Guarantor, (A) the resulting, surviving or transferee Person (the “Successor Guarantor”) will be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States, the District of Columbia or any other territory thereof; (B) the Successor Guarantor, if other than such Guarantor, expressly assumes in writing by supplemental indenture (and other applicable documents), executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Guarantor under the Note Guarantee, this Indenture, the Collateral Documents (as applicable) and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (C) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default of Event of Default shall have occurred and be continuing; and (D) the Company will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; and (2) the transaction is made in compliance with Section 3.5 hereof to the extent applicable. Notwithstanding the foregoing, any Guarantor may merge with or into or transfer all or part of its properties and assets to another Guarantor or the Company or merge with a Restricted Subsidiary of the Company solely for the purpose of reincorporating the Guarantor in a State of the United States or the District of Columbia, as long as the amount of Indebtedness of such Guarantor and its Restricted Subsidiaries or is not increased thereby. (c) any merger For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or consolidation other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a Restricted Subsidiary into consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (d) The Company, Holdings and a Guarantor, as the case may be, will be released from its obligations under this Indenture and the Successor Company, the Successor Person and the Successor Guarantor, as the case may be, will succeed to, and be substituted for, and may exercise every right and power of, the Company, Holdings or a Guarantor, as the case may be, under this Indenture, the Collateral Documents (as applicable) and the Intercreditor Agreement, but, in the case of a lease of all or substantially all its assets, the predecessor Company will not be released from the obligation to pay the principal of and interest on the Notes and a Guarantor will not be released from its obligations under its Note Guarantee. In addition, following a Permitted Restructuring in compliance with the provisions of Section 4.2, Holdings will be released from its obligations under this Indenture and New Holding Company will succeed to, and be substituted for, and may exercise every right and power of, Holdings under this Indenture, the Collateral Documents and the Intercreditor Agreement.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (i) either: (A) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (iii) no Default or Event of Default exists; (iv) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transactionhereof; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall will have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein therein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall will not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (cb) any merger or consolidation of a Restricted Subsidiary into the Company.

Merger, Consolidation or Sale of Assets. No Loan Party shall: (a1) The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person another Person; or (2) directly or indirectly, sell, assign, transfer, convey, transfer, lease or otherwise dispose of (including by virtue of a merger, consolidation, amalgamation, liquidation or otherwise), all or substantially all of its properties assets and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretoin each case, unless: (a) either: (i) either: (A) the Company a Loan Party is the surviving corporation; or or (Bii) the Person formed by or surviving any such consolidation or merger (if other than the Companya Loan Party) or to which such sale, assignment, lease, transfer, conveyance conveyance, lease or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia, Bermuda, Luxembourg or, other than in the case of the Borrower or any Additional Borrower not organized under the laws of Ireland, Ireland or, in the case of a merger or consolidation of a Loan Party (other than Irish Holdco) with or into another Person, the jurisdiction of such Loan Party; (iib) the Person formed by or surviving any such consolidation or merger (if other than the Companya Loan Party) or the Person to which such sale, assignment, lease, transfer, conveyance conveyance, lease or other disposition has been made (if other than a Loan Party) assumes all the obligations of the Company Loan Party under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the TrusteeAdministrative Agent; (iiic) immediately after such transaction (or, in the case of a Limited Condition Acquisition, as of the date the definitive agreements for such Limited Condition Acquisition are entered into), no Default or Event of Default exists;; and (ivd) the Company with respect to Irish Holdco or the other Person formed by or surviving any such consolidation or merger with Irish Holdco (if other than the CompanyIrish Holdco), or to which such sale, assignment, lease, transfer, conveyance conveyance, lease or other disposition has been made willwould, on the date of such transaction (or, in the case of a Limited Condition Acquisition, on the date the definitive agreements for such Limited Condition Acquisition are entered into) after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter periodTest Period, either (xi) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage First Lien Net Leverage Ratio test set forth in Section 4.09(a) hereof 6.01(a); or (yii) have had a Fixed Charge Coverage First Lien Net Leverage Ratio that would be greater lower than or equal to the actual First Lien Net Leverage Ratio for such ratio Test Period. This Section 6.11 will not apply to any Disposition of a Loan Party (other than Irish Holdco, the Borrower or any Additional Borrower) in compliance with Section 6.03. Sections 6.11(c) and 6.11(d) will not apply to any merger or consolidation of any Loan Party with or into an Affiliate solely for the Company purpose of reincorporating Irish Holdco in another jurisdiction. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of Irish Holdco or a Loan Party in a transaction that is subject to, and its Restricted Subsidiaries immediately prior to such transaction; and (v) that complies with the Company or provisions of, this Section 6.11 hereof, the other successor Person formed by or surviving any such consolidation or merger (if other than the Company), into or with which Irish Holdco or such Loan Party is merged or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has been is made shall have delivered to succeed to, and be substituted for (so that from and after the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion date of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance, transfer, conveyance or other disposition, the provisions of this Agreement referring to the “Irish Holdco” or such Loan Party shall refer instead to the successor Person and if a supplemental indenture is required in connection with not to Irish Holdco or such transactionLoan Party, as applicable), and may exercise every right and power of Irish Holdco or such supplemental indenture, comply Loan Party under this Agreement with the requirements same effect as if such successor Person had been named as Irish Holdco or as such Loan Party herein; provided, that the predecessor Irish Holdco or such other Loan Party shall not be released from its obligations under the Guaranty or this Agreement except in the case of this Indenture a sale of all or substantially all of Irish Holdco’s or such Loan Party’s assets in a transaction that is subject to, and that all conditions precedent herein provided for relating to such transaction have been complied withcomplies with the provisions of, this Section 6.11 hereof (in which case the predecessor Irish Holdco or Loan Party shall be released from its obligations under the Guaranty or this Agreement, as applicable). (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the Company.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (i1) either: (Aa) the Company or any Restricted Subsidiary is the surviving corporation; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or any Restricted Subsidiary) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or any Restricted Subsidiary) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture Notes and the Registration Rights Agreement Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iii3) immediately after such transaction no Default or Event of Default exists;; and (iv4) the Company Company, the Restricted Subsidiary, or the other Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or a Restricted Subsidiary), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and4.09 hereof. (vi) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such a sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or Subsidiaries; (cii) any merger or consolidation of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, in a single transaction or a series of related transactions, --------------------------------------- may not consolidate with or merge with or into any other Person (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and or assets to any Person in one or group of affiliated Personsmore related transactions to, another corporation, person or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect theretoentity unless: (i) either: (Aa) the Company is the surviving corporation; corporation or (B) the Person entity or the person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of England and Wales or of the United States, any state of the United States thereof or the District of Columbia; (iib) the Person entity or person formed by or surviving any such consolidation or merger (if other than the Company) or the Person entity or person to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has will have been made assumes all the obligations Obligations (including the due and punctual payment of Additional Amounts if the surviving corporation is a corporation organized or existing under the laws of England and Wales) of the Company under the NotesCompany, this Indenture and the Registration Rights Agreement pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Securities and this Indenture; (iiic) immediately after such transaction no Default or Event of Default exists; (ivd) the Company or the other Person any entity or person formed by or surviving any such consolidation or merger (if other than the Company)merger, or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has will have been made willwill have a ratio of Indebtedness to Annualized Pro Forma EBITDA equal to or less than the ratio of Indebtedness to Annualized Pro Forma EBITDA of the Company immediately preceding the transaction, on provided, however, that if the date ratio of Indebtedness to Annualized Pro Forma EBITDA of the Company immediately preceding such transaction after giving pro forma effect thereto and any related financing transactions as if is 6:1 or less, then the same had occurred at the beginning ratio of Indebtedness to Annualized Pro Forma EBITDA of the applicable four-quarter period, either (x) Company may be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be 0.5 greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to preceding such transaction; and (ve) such transaction would not result in the loss of any material authorization or Material License of the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withits Subsidiaries. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the Company.

Merger, Consolidation or Sale of Assets. (a) The --------------------------------------- Company shall not, and shall not permit any Subsidiary of the Company to, in a single transaction or a series of related transactions, consolidate with or merge with or into any (other Person than the consolidation or merger of a Wholly-Owned Subsidiary of the Company with another Wholly-Owned Subsidiary of the Company or into the Company) (whether or not the Company or such Subsidiary is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries (determined on a consolidated basis for the Company and its Subsidiaries taken as a whole to any other whole) in one or more related transactions to, another corporation, Person or group of affiliated Persons, unless at the time and after giving effect theretoentity unless: (a) either (i) either: (A) the Company Company, in the case of a transaction involving the Company, or such Subsidiary, in the case of a transaction involving a Subsidiary of the Company, is the surviving corporation; corporation or (Bii) in the case of a transaction involving the Company or a Guarantor, the entity or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Guarantor) or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United StatesStates of America, any state of the United States thereof or the District of ColumbiaColumbia and expressly assumes all the obligations of the Company under the Notes and this Indenture or such Guarantor under the relevant Note Guarantee and this Indenture, as the case may be, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (iib) immediately prior to or after such transaction no Default or Event of Default shall have occurred and/or be continuing; (c) in the case of a transaction involving the Company, the Company or, if other than the Company, the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (iii) no Default or Event of Default exists; (iv) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company)merger, or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has shall have been made (i) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction, and (ii) will, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a4.09 hereof; (d) hereof if, as a result of any such transaction, property or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for assets of the Company or a Guarantor would become subject to a Lien securing Indebtedness not excepted from the provisions of this Indenture described in Section 4.11 hereof, the Company, any such Guarantor or the surviving entity, as the case may be, shall have secured the Notes and its Restricted Subsidiaries immediately prior to the relevant Note Guarantee, as required by such transactionprovisions; and (ve) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and and, except in the case of a merger of a Subsidiary of the Company into the Company or into a Wholly-Owned Subsidiary of the Company, an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, lease or other disposition, disposition and if a any supplemental indenture is required in connection with such transaction, such supplemental indenturerespect thereto, comply with all of the requirements terms of this Indenture Section 5.01 and that all conditions precedent herein provided for relating to such transaction or series of transactions have been complied with. . For purposes of the foregoing, the transfer (b) Clause (ivby lease, assignment, sale or otherwise, in a single transaction or series of transactions) of Section 5.01(a) shall not apply to: (a) a transaction all or substantially all of the principal purpose properties or assets of which is to change the state of organization one or more Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and that does not have as one assets of its purposes the evasion Company, shall be deemed to be the transfer of such clause, (b) a sale, transfer all or other disposition substantially all of the properties and assets between or among the Company and any of its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the Company.

Merger, Consolidation or Sale of Assets. (a) The Company OI Group shall not, in a single any transaction or a series of related transactions, merge or consolidate with or merge with into, or, directly or into any other Person or indirectly, sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to to, any Person or group of affiliated Persons, or and OI Group shall not permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in an a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company OI Group and its Restricted Subsidiaries taken as Subsidiaries, on a whole consolidated basis, to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (i1) either: (Aa) OI Group or such Restricted Subsidiary, as the Company case may be, is the surviving corporation; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than OI Group or such Restricted Subsidiary) (the “Successor Company”) or to which such sale, assignment, lease, transfer, conveyance or other disposition has shall have been made is (a) in the case of a Restricted Subsidiary other than the Company, a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and (b) in the case of the Company, a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia or a corporation organized under the laws of a jurisdiction other than the United States or the District of Columbiaany state thereof; (ii2) the Successor Company (if other than OI Group or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of OI Group or such Restricted Subsidiary (if such Restricted Subsidiary is a Guarantor), as the case may be, under the Notes and this Indenture pursuant to agreements satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; and (4) OI Group or the Successor Company formed by or surviving any such consolidation or merger (if other than the Company) OI Group), or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Notesmade, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (iii) no Default or Event of Default exists; (iv) the Company or the other Person formed by or surviving any shall have, immediately after such consolidation or merger (if other than the Company)transaction, or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be equal to or greater than such ratio for the Company and its Restricted Subsidiaries OI Group immediately prior to such transaction; and . This Section 5.01 shall not apply to (vi) a merger or consolidation of OI Group, the Company or any of the Guarantors with or into any other Person formed by or surviving any such consolidation or merger (if other than of the Company), OI Group or to which such any of the Guarantors or the sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer lease or other disposition of assets between or among the Company Company, OI Group and any of the Guarantors and (ii) a merger or consolidation of any Foreign Subsidiary with or into OI Group or any of its Restricted Subsidiaries or (c) the sale, assignment, conveyance, transfer, lease or other disposition of assets from any merger Foreign Subsidiary to OI Group or consolidation any of a its Restricted Subsidiary into the CompanySubsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (i1) either: (Aa) the Company or any Restricted Subsidiary is the surviving corporation; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or any Restricted Subsidiary) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or any Restricted Subsidiary) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (iii3) immediately after such transaction no Default or Event of Default exists;; and (iv4) the Company Company, the Restricted Subsidiary, or the other Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or a Restricted Subsidiary), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (xi) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a) hereof 4.10 hereof, or (yii) have a Fixed Charge Coverage Ratio that would be greater than such ratio for exceeds the Company and its Restricted Subsidiaries Company's Fixed Charge Coverage Ratio immediately prior to such transaction; andtransaction and any related financing transactions. (vi) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such a sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or Subsidiaries; (cii) any merger or consolidation of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. (a) The Company shall will not, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not Company is the surviving corporation); or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (i1) either: (Aa) the Company is the surviving corporation; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made expressly assumes all the obligations of the Company Company’s Obligations under the Notes, this Indenture Agreement and the Registration Rights Agreement other Credit Documents pursuant to agreements reasonably satisfactory to the Trustee;Administrative Agent and, if party thereto, the Collateral Agent; and (iii3) immediately after, and upon giving effect to, such transaction, no Default or Event of Default exists. In addition, Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any other Person. (b) Section 6.4(a) will not apply to: (1) a merger of Company with an Affiliate solely for the purpose of reincorporating Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among Company and its Restricted Subsidiaries. (c) Upon any consolidation or amalgamation by Company with or merger of Company into any other Person or any conveyance, transfer or lease of the properties and assets of Company as or substantially as an entirety to any Person in accordance with Section 6.4(a) or 6.4(b), the successor Person formed by such consolidation or amalgamation or into which Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, Company under this Agreement with the same effect as if such successor Person had been named as Company herein; and thereafter, except in the case of a lease, the predecessor Person shall be released from all Obligations and covenants under this Agreement and the other Credit Documents. (d) A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (unless such Subsidiary Guarantor is the surviving Person), another Person, other than another Guarantor, unless: (1) immediately after giving effect to that transaction, no Event of Default exists; (iv2) either: (a) the Company Person acquiring the property in any such sale or disposition or the other Person formed by or surviving any such consolidation or merger (if other than the CompanySubsidiary Guarantor or another Guarantor) assumes all Obligations of that Subsidiary Guarantor under this Agreement and the other Credit Documents pursuant to agreements reasonably satisfactory to the Administrative Agent and, if party thereto, the Collateral Agent; (b) after giving effect to such Collateral Asset Sale or other transaction, the Collateral Coverage Ratio is at least 2.75 to 1.0 (for the avoidance of doubt, it being understood that any transaction effected in compliance with the terms of this Section 6.4(d)(2)(b) shall not thereafter be prohibited under this Section 6.4(d)(2)(b) in the event that the Collateral Coverage Ratio at any time thereafter falls below 2.75 to 1.0), or to which ; or (c) either (A) such sale, assignment, lease, transfer, conveyance sale or other disposition has been made will, on does not constitute a Collateral Asset Sale or (B) the date Net Proceeds of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth sale or other disposition are applied in accordance with Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction6.5; and (v3) at the Company time of the transaction such Subsidiary Guarantor or the other surviving Person formed by or surviving any such consolidation or merger (if other than the Company)will have delivered, or caused to which such salebe delivered, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the TrusteeAdministrative Agent, in form and substance reasonably satisfactory to the TrusteeAdministrative Agent, a certificate of an Officers’ Certificate Authorized Officer of such Subsidiary Guarantor or such surviving Person and (if the surviving Person is not Company or a Subsidiary Guarantor) an Opinion opinion of Counselcounsel, each stating to the effect that such consolidation, merger, transfer, sale, assignment, lease, conveyance, transfer, lease or other disposition, transaction and if a supplemental indenture is required the agreements in connection with such transaction, such supplemental indenture, respect thereof comply with the requirements of this Indenture Agreement and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) ; provided that this paragraph shall not apply to: (a) a transaction to any Subsidiary Guarantor that has been unconditionally released and discharged from the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the CompanyGuaranty in accordance with this Agreement.

Merger, Consolidation or Sale of Assets. (a) The Company OI Group shall not, in a single any transaction or a series of related transactions, merge or consolidate with or merge with into or, directly or into any other Person or sellindirectly, assign, convey, transfer, lease or otherwise dispose of Transfer all or substantially all of its properties and assets to to, any Person or group of affiliated Persons, or and OI Group shall not permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition a Transfer of all or substantially all of the properties and assets of the Company OI Group and its Restricted Subsidiaries taken as Subsidiaries, on a whole consolidated basis, to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (i1) either: (Aa) OI Group or such Restricted Subsidiary, as the Company case may be, is the surviving corporation; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than OI Group or such Restricted Subsidiary) (the “Successor Company”) or to which such sale, assignment, lease, transfer, conveyance or other disposition has Transfer shall have been made is (a) in the case of a Restricted Subsidiary other than the Company, a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and (b) in the case of the Company, a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia or a corporation organized under the laws of a jurisdiction other than the United States or the District of Columbiaany state thereof; (ii2) the Successor Company (if other than OI Group or such Restricted Subsidiary) or the Person to which such Transfer shall have been made assumes by supplemental indenture executed by the Successor Company or Person, as the case may be, and delivered to the Trustee, all the obligations of OI Group or such Restricted Subsidiary (if such Restricted Subsidiary is a Guarantor), as the case may be, under the Notes and this Indenture; (3) immediately after such transaction no Default or Event of Default exists; and (4) OI Group or the Successor Company formed by or surviving any such consolidation or merger (if other than the Company) OI Group), or the Person to which such saleTransfer shall have been made, assignment, lease, transfer, conveyance delivers or other disposition has been made assumes all causes to be delivered to the obligations Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such transaction or series of transactions and the Company under the Notes, supplemental indenture in respect thereto comply with this Indenture and that all conditions precedent provided for in this Indenture relating to such transaction and the Registration Rights Agreement pursuant to agreements reasonably satisfactory supplemental indenture have been complied with. This Section 5.01 shall not apply (other than with respect to the Trustee; Company) to (iiii) no Default a merger or Event consolidation of Default exists; (iv) the Company any Restricted Subsidiary of OI Group into OI Group, a merger or consolidation of any Restricted Subsidiary of OI Group with or into any other Restricted Subsidiary of OI Group or the other Person formed by Transfer of assets between or surviving among any such Restricted Subsidiaries and (ii) a merger or consolidation of OI Group into any Restricted Subsidiary of OI Group or merger (if other than the Company), or a Transfer of assets from OI Group to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date any of such transaction after giving pro forma effect thereto and any related financing transactions its Restricted Subsidiaries so long as if the same had occurred at the beginning all assets of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company OI Group and its Restricted Subsidiaries immediately prior to such transaction; and transaction (vother than Capital Stock of such Restricted Subsidiary) the Company or the other Person formed are owned by or surviving any such consolidation or merger OI Group (if other than the Companyapplicable), or to which such saleRestricted Subsidiary, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (c) and/or any merger or consolidation other Restricted Subsidiaries of a Restricted Subsidiary into the CompanyOI Group in existence immediately prior to such transaction.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, in a single transaction or a series of related transactions, may not consolidate with or merge with or into any other Person (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Personsassets, or permit any of its Restricted Subsidiaries Person to enter consolidate with or merge into any such transaction the Company or transactions if such transaction sell, convey, transfer or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the its properties and assets of to the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated PersonsCompany, unless at the time and after giving effect theretounless: (i) either: (Aa) the Company is the surviving corporation; corporation or (B) the Person entity or the person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; (iib) the Person entity or person formed by or surviving any such consolidation or merger (if other than the Company) or assumes all the Person Obligations of the Company, pursuant to which a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Securities and the Indenture; (c) such sale, assignment, transfer, lease, transfer, conveyance or other disposition has been made assumes of all or substantially all of the Company's properties or assets shall be as an entirety or virtually as an entirety to one Person and such Person shall have assumed all the obligations Obligations of the Company under the NotesCompany, this Indenture and the Registration Rights Agreement pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Securities and the Indenture; (iiid) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Company as a result of such transaction as having been incurred by the Company at the time of such transaction) no Default or Event of Default exists;; and (ive) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made person shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, transaction and if a the supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for in the Indenture relating to such transaction have been complied withsatisfied. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the Company.

Merger, Consolidation or Sale of Assets. Without the prior written consent of the Lender (awhich consent the Lender may grant or withhold in its sole discretion), (i) The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction merger, consolidation or transactions if such transaction similar combination with any other Person, provided that any Loan Party or transactionsany Subsidiary may merge, in the aggregate, would result in an assignment, conveyance, transfer, lease consolidate or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken combine with any Loan Party as long as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (i) either: (A) the Company is Loan Party shall be the surviving corporation; or (B) the Person formed by or surviving any such merger, consolidation or merger combination, or (if other than the Companyii) or to which such salesell, assignmenttransfer, lease, transferassign, conveyance or other disposition has been made is otherwise dispose of (in one transaction or a corporation organized series of transactions) all or existing under the laws any portion of the United Statesits assets, any state of the United States or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (iii) no Default or Event of Default exists; (iv) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction sales or leases of inventory in the principal purpose ordinary course of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clausebusiness (including on an intercompany basis), (b) a saleother sales and dispositions for fair market value in an aggregate amount since the Closing Date of not more than $500,000, transfer (c) sales or other disposition of assets between or dispositions among the Company Loan Parties, (d) disposals of surplus, obsolete, used or worn out property, (e) dispositions or sales of Cash Equivalents or other assets that were Cash Equivalents when the original Investment was made (in each case, for the fair market value thereof), (f) sales, discounting or forgiveness of accounts receivable in the ordinary course of business or in connection with the collection or compromise thereof, (g) non-exclusive licensing and cross-licensing arrangements involving any technology, intellectual property or Intellectual Property rights of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business, (h) the sale, disposal, abandonment, cancellation or lapse of Intellectual Property rights, or any issuances or registrations, or applications for issuances or registrations, of any Intellectual Property rights, which, in the reasonable good faith determination of the Borrower are uneconomical, or not material to the conduct of the business of the Borrower and/or its Subsidiaries, (i) dispositions and/or terminations of leases, subleases, licenses or sublicenses (including the provision of software under an open source license), which (A) do not materially interfere with the business of the Loan Parties and their Subsidiaries or (cB) relate to closed facilities or the discontinuation of any merger product or consolidation service line, and (j) sales or issuances of equity interests by the Borrower, by any Loan Party to any other Loan Party, or to any Subsidiary that is not a Restricted Loan Party to another Subsidiary into of the CompanyBorrower or the Borrower; and (k) other sales or dispositions to Subsidiaries in an aggregate amount since the Closing Date of not more than $250,000.

Merger, Consolidation or Sale of Assets. (a) The Company shall will not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Restricted Subsidiaries sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its 57 57 properties and or assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of determined on a consolidated basis for the Company and its Restricted Subsidiaries taken as a whole in one or more related transactions, to any other another corporation, Person or group of affiliated Persons, entity unless at the time and after giving effect thereto: (i) either: (A) the Company is the surviving corporation; corporation or (B) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of one of the United States, any state states of the United States or the District of Columbia; ; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Notes, this Indenture Senior Notes and the Registration Rights Agreement Indenture pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee; ; (iii) immediately after such transaction no Default or Event of Default exists; shall occur and be continuing or result as a consequence thereof; (iv) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the other entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has shall have been made will(A) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) shall, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction4.12 hereof; and (v) if any of the property or assets of the Company would thereupon become subject to any Lien, the outstanding Senior Notes shall be secured equally and ratably with (or prior to) the other Person formed obligation or liability secured by or surviving any such consolidation or merger Lien, unless the Company could create such Lien without equally and ratably securing the Senior Notes; and (if other than vi) the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered Company delivers to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection Counsel addressed to the Trustee with such transaction, such supplemental indenture, comply with respect to the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withforegoing matters. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the Company.

Merger, Consolidation or Sale of Assets. (a) The In the event that the Company shall notbe a party to any transaction (including without limitation (i) any recapitalization or reclassification of the Common Stock (other than a change in par value, in or from par value to no par value, or from no par value to par value, or as a single transaction result of a subdivision or a series combination of related transactionsthe Common Stock), consolidate with (ii) any consolidation or merge merger of the Company with or into another person or any merger of another person into the Company (other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would than a merger that does not result in an assignmenta reclassification, conveyanceconversion, transferexchange or cancellation of outstanding shares of Common Stock), lease (iii) any sale or disposition transfer of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken or (iv) any compulsory share exchange pursuant to which either shares of Common Stock shall be converted into the right to receive other securities, cash or other property, or, in the case of a sale or transfer of all or substantially all of the assets of the Company, the holders of Common Stock shall be entitled to receive other securities, cash or other property, then appropriate 22 24 provision shall be made as a whole part of the terms of such transaction whereby the Holder of each Convertible Debenture then outstanding shall have the right thereafter to any other Person or group of affiliated Persons, unless at the time and after giving effect theretoconvert such Convertible Debenture only into: (i) either: (A) in the Company is the surviving corporation; or (B) the Person formed by or surviving case of any such consolidation or merger (if other than transaction that does not constitute a Common Stock Fundamental Change and subject to funds being legally available for such purpose under applicable law at the Company) or to which time of such saleconversion, assignmentthe kind and amount of the securities, lease, transfer, conveyance cash or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (iii) no Default or Event of Default exists; (iv) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio property that would be greater than have been receivable upon such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company)recapitalization, or to which such salereclassification, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignmenttransfer or share exchange by a holder of the number of shares of Common Stock issuable upon conversion of such Convertible Debenture immediately prior to such recapitalization, leasereclassification, conveyanceconsolidation, transfermerger, sale, transfer or other dispositionshare exchange, and if a supplemental indenture is required after giving effect, in connection the case of any Non-Stock Fundamental Change (as defined below), to any adjustment in the Conversion Price in accordance with such transaction, such supplemental indenture, comply with the requirements clause (i) of subsection (c) of this Indenture and that all conditions precedent herein provided for relating to Section; and (ii) in the case of any such transaction have been complied withthat constitutes a Common Stock Fundamental Change, common stock of the kind received by holders of Common Stock as a result of such Common Stock Fundamental Change in an amount determined in accordance with clause (ii) of subsection (c) of this Section. (b) Clause The company formed by such consolidation or resulting from such merger or that acquired such assets or that acquires the Company's shares, as the case may be, shall enter into a supplemental indenture with the Trustee, satisfactory in form to the Trustee and executed and delivered to the Trustee, the provisions of which shall establish such right. Such supplemental indenture shall provide for adjustments that, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions shall similarly apply to successive transactions of the foregoing type. (ivc) Notwithstanding any other provision of this Section 5.01(ato the contrary, if any Fundamental Change occurs, then the Conversion Price in effect will be adjusted immediately after such Fundamental Change as follows: (i) in the case of a Non-Stock Fundamental Change, the Conversion Price of the Convertible Debentures immediately following such Non-Stock Fundamental Change shall not apply to: be the lower of (aA) the Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to Section 6.03, and (B) the product of the greater of the Applicable Price and the then applicable Reference Market Price and a transaction fraction, the principal purpose numerator of which is to change $50 and the state denominator of organization which is (x) the amount of the Company and that does not have as one Optional Redemption Price set forth in Section 3.02 for $50 in principal amount of its purposes Convertible Debentures if the evasion redemption date were the date of such clauseNon-Stock Fundamental Change (or, (b) a salefor the twelve-month periods commencing December 1, transfer or other disposition 1997 and December 1, 1998 and the period beginning December 1, 1999 and ending December 5, 2000, the product of assets between or among the Company and any of its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the Company.107%,

Merger, Consolidation or Sale of Assets. (a) The Company shall may not, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Persons, unless at the time and after giving effect theretoanother Person; unless: (i1) either: : (A) the Company is the surviving corporation; or or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that if the Person is a partnership or limited liability company, then a corporation wholly-owned by such Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia that does not and will not have any material assets or operations shall become a co-issuer of the Notes pursuant to a supplemental indenture executed by the Trustee; (ii2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement Notes pursuant to agreements documents in such form as are reasonably satisfactory to the Trustee;; and (iii3) immediately after such transaction, no Default or Event of Default exists;. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This Section 5.01 shall not apply to: (iv1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction or the other Person formed by or surviving any such consolidation or merger (if other than forming a direct holding company of the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v2) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company)sale, or to which such saletransfer, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer lease or other disposition of assets between or among the Company and any its Subsidiaries, including by way of its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the Companyconsolidation.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, in a single transaction directly or a series of related transactions, indirectly: (i) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (i1) either: : (A) the Company is the surviving corporation; or or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that if the Person is a partnership or limited liability company, then a corporation wholly owned by such Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia that does not and will not have any material assets or operations becomes a co-issuer of the Notes pursuant to a supplemental indenture in form and substance satisfactory to the Trustee; (ii2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (iii3) immediately after such transaction, no Default or Event of Default exists; (iv4) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made willmade, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either would either: (xA) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or hereof; or (yB) have a Fixed Charge Coverage Ratio that would be greater not less than such ratio for the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries immediately prior to such transactionmerger, sale, assignment, transfer, conveyance or other disposition, including any related financing transactions; and (v5) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered made, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, would comply with applicable regulatory requirements of the NASD, Inc., to the Trusteeextent that the Company or such Person then has a subsidiary that is a registered broker-dealer. In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties or assets of it and its Restricted Subsidiaries taken as a whole, in form and substance reasonably satisfactory one or more related transactions, to any other Person. This Section 5.01 will not apply to: (1) a merger of the Trustee, Company with an Officers’ Certificate and an Opinion Affiliate solely for the purpose of Counsel, each stating that such consolidation, reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, leasetransfer, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer lease or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the CompanySubsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving corporation) or (2) sell, assign, transfer, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and the properties or assets of its Restricted Subsidiaries taken as a whole whole, in one or more related transactions (except for a pledge of assets as collateral for security purposes but not any outright assignment upon any foreclosure of such collateral), to any other Person or group of affiliated Persons, unless at the time and after giving effect theretoanother Person; unless: (ia) either: (Ax) the Company is the surviving corporation; or (By) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (iib) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company Company’s obligations under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (iiic) immediately after such transaction no Default or Event of Default exists;; and (ivd) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (xi) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof 4.09 or (yii) have a the Company’s Fixed Charge Coverage Ratio Ratio, or that would be greater than such ratio for of the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or as to which such sale, assignment, lease, transfer, conveyance or other disposition has been made made, shall have delivered not be less than the Company’s Fixed Charge Coverage Ratio immediately prior to such transaction or series of transactions. Notwithstanding the Trusteeforegoing, in form failure to satisfy the requirements of the preceding clauses (c) and substance reasonably satisfactory to (d) will not prohibit: (i) a merger between the Trustee, an Officers’ Certificate Company and an Opinion a Restricted Subsidiary that is a wholly-owned Subsidiary of Counsel, each stating that such consolidation, merger, the Company or the sale, assignment, lease, conveyance, transfer, lease or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with disposition of all or substantially all of the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization assets of the Company and its Restricted Subsidiaries taken as a whole to a Restricted Subsidiary that does not have as one is a wholly-owned Subsidiary of its purposes the evasion of such clause, Company; or (bii) a sale, transfer or other disposition of assets merger between or among the Company and an Affiliate formed solely for the purpose of converting the Company into an entity organized under the laws of the United States or any political subdivision or state thereof; so long as, in each case, the amount of Indebtedness of the Company and its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the Companyis not increased thereby.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, in a single transaction or a series not and shall not permit any of related transactions, its Restricted Subsidiaries to consolidate with or merge with or into any other Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation), or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and or assets in one or more related transactions, to any another corporation, Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Personsentity, unless at the time and after giving effect thereto: (i) either: (A) the Company or such Restricted Subsidiary is the surviving corporation; corporation or (B) the entity or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Restricted Subsidiary) or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; ; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Restricted Subsidiary) or the entity or Person to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee; ; (iii) immediately after such transaction, no Default or Event of Default exists; exists and (iv) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the other entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has shall have been made will(a) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (b) shall, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable fourtwo-quarter periodMeasurement Period, either (x) be permitted to incur at least $1.00 of additional Indebtedness Debt pursuant to the Fixed Charge Coverage Debt to Annualized Cash Flow Ratio test set forth in the first paragraph of Section 4.09(a) 4.09 hereof or any other Person which (yx) have a Fixed Charge Coverage Ratio that would be greater than such ratio for assumes or guarantees the obligations of the Company under the Notes, the Indenture and its Restricted Subsidiaries immediately prior the Registration Rights Agreement pursuant to such transaction; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, a supplemental indenture in a form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion (y) would, as a result of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such the applicable transaction, properly classify the Company or such supplemental indentureRestricted Subsidiary as a consolidated subsidiary in accordance with GAAP and (C) would, comply with if the requirements of this Indenture conditions set forth in clauses (a) and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of above were tested substituting such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into Person for the Company, satisfy such conditions.

Merger, Consolidation or Sale of Assets. (a) The Neither the Parent nor the Company shall notwill, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Parent or the Company, as applicable, is the surviving Person); or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its the properties or assets of, with respect to the Parent, the Parent (other than with respect to the assets and assets to any Person or group Equity Interests of affiliated PersonsExcluded Parent Subsidiaries), or permit any of its the Company and the Restricted Subsidiaries taken as a whole, or, with respect to enter into any such transaction or transactions if such transaction or transactionsthe Company, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole whole, in each case, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (i1) either: (Aa) the Company Parent or the Company, as applicable, is the surviving corporationPerson; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the Parent or the Company, as the case may be) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation Person organized or existing under the laws of the Cayman Islands, the United States, any state of the United States or the District of Columbia; (ii2) the Person formed by or surviving any such consolidation or merger (if other than the Parent or the Company, as applicable) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company Parent or the Company, as applicable, under the Notes, this Indenture Note Guarantees and the Registration Rights Agreement other Obligations under this Indenture, as applicable, this Indenture, and the Collateral Agreements pursuant to agreements reasonably a supplemental indenture or an amendment thereto, as applicable, in each case reasonable satisfactory in form to the TrusteeTrustee and the Noteholder Collateral Agent, as applicable (it being agreed that if the Company merges with or into the Parent, the Parent must assume all such obligations of the Company), provided that, if such Person is a limited liability company or a limited partnership, then the Parent, the Company or such Person shall have the Notes assumed or issued, on a joint and several basis, with a corporation in which it owns 100% of the Equity Interests; (iii3) immediately after such transaction, no Default or Event of Default exists;; and (iv4) except with respect to a transaction solely between the Parent, the Company and/or any Guarantor, the Parent, the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Parent or the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made willwould, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at on the beginning first day of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Consolidated Interest Coverage Ratio test set forth in Section 4.09(aclause (1) hereof or (y2), as the case may be, of clause (a) have a Fixed Charge Coverage Ratio that would be greater than such ratio for of Section 4.08 (“Incurrence of Indebtedness and Issuance of Preferred Stock”). In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and its assets of it and the Restricted Subsidiaries immediately prior taken as a whole, in one or more related transactions to such transaction; andany other Person. (v5) the Company or the other Person formed by or surviving This Section 5.01 will not apply to any such consolidation or merger (if other than the Company)merger, or to which such any sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer lease or other disposition of assets between or among the Company Company, any Guarantor and any Restricted Subsidiary. Clauses (3) and (4) of its Restricted Subsidiaries or paragraph (ca) any of this Section will not apply to a merger or consolidation of a Restricted Subsidiary into the CompanyCompany with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company OI Group shall not, in a single any transaction or a series of related transactions, merge or consolidate with or merge with into or, directly or into any other Person or sellindirectly, assign, convey, transfer, lease or otherwise dispose of Transfer all or substantially all of its properties and assets to to, any Person or group of affiliated Persons, or and OI Group shall not permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition a Transfer of all or substantially all of the properties and assets of the Company OI Group and its Restricted Subsidiaries taken as Subsidiaries, on a whole consolidated basis, to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (i1) either: (Aa) OI Group or such Restricted Subsidiary, as the Company case may be, is the surviving corporation; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than OI Group or such Restricted Subsidiary) (the “Successor Company”) or to which such sale, assignment, lease, transfer, conveyance or other disposition has Transfer shall have been made is (i) in the case of a Restricted Subsidiary other than the Company, a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and (ii) in the case of the Company, a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia or a corporation organized under the laws of a jurisdiction other than the United States or the District of Columbiaany state thereof; (ii2) the Successor Company (if other than OI Group or such Restricted Subsidiary) or the Person to which such Transfer shall have been made assumes by supplemental indenture executed by the Successor Company or Person, as the case may be, and delivered to the Trustee, all the obligations of OI Group or such Restricted Subsidiary (if such Restricted Subsidiary is a Guarantor), as the case may be, under the Notes and this Indenture; (3) immediately after such transaction no Default or Event of Default exists; and (4) OI Group or the Successor Company formed by or surviving any such consolidation or merger (if other than the Company) OI Group), or the Person to which such saleTransfer shall have been made, assignment, lease, transfer, conveyance delivers or other disposition has been made assumes all causes to be delivered to the obligations Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such transaction or series of transactions and the Company under the Notes, supplemental indenture in respect thereto comply with this Indenture and that all conditions precedent provided for in this Indenture relating to such transaction and the Registration Rights Agreement pursuant to agreements reasonably satisfactory supplemental indenture have been complied with. Section 5.01 shall not apply (other than with respect to the Trustee; Company) to (iiii) no Default a merger or Event consolidation of Default exists; (iv) the Company any Restricted Subsidiary of OI Group into OI Group, a merger or consolidation of any Restricted Subsidiary of OI Group with or into any other Restricted Subsidiary of OI Group or the other Person formed by Transfer of assets between or surviving among any such Restricted Subsidiaries and (ii) a merger or consolidation of OI Group into any Restricted Subsidiary of OI Group or merger (if other than the Company), or a Transfer of assets from OI Group to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date any of such transaction after giving pro forma effect thereto and any related financing transactions its Restricted Subsidiaries so long as if the same had occurred at the beginning all assets of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company OI Group and its Restricted Subsidiaries immediately prior to such transaction; and transaction (vother than Capital Stock of such Restricted Subsidiary) the Company or the other Person formed are owned by or surviving any such consolidation or merger OI Group (if other than the Companyapplicable), or to which such saleRestricted Subsidiary, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (c) and/or any merger or consolidation other Restricted Subsidiaries of a Restricted Subsidiary into the CompanyOI Group in existence immediately prior to such transaction.

Merger, Consolidation or Sale of Assets. (a) The Company shall may not, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Persons, unless at the time and after giving effect theretoanother Person; unless: (i1) either: (Aa) the Company is the surviving corporationcorporation in any such consolidation or merger; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, lease, transfer, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; (ii2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company or such Restricted Subsidiary (if such Restricted Subsidiary is a Guarantor), as the case may be, under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (iii3) immediately after such transaction no Default or Event of Default exists;; and (iv4) if such transaction involves the Company, the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has shall have been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for 4.09. In addition, neither the Company and nor any Restricted Subsidiary may, directly or indirectly, lease all or substantially all of its Restricted Subsidiaries immediately prior properties or assets, in one or more related transactions, to such transaction; and (v) the Company or the any other Person formed by or surviving any such consolidation or merger (if other than the Company), or Person. This Section 5.01 will not apply to which such a sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (c) any to the merger or consolidation of a any Restricted Subsidiary into the Company.

Merger, Consolidation or Sale of Assets. (a) The Company Foamex shall not, in a single transaction directly or a series of related transactionsindirectly, consolidate with or merge with or into any other another Person (whether or not Foamex is the surviving entity), or sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company Foamex and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Persons, unless at the time and after giving effect theretoanother Person; unless: (i1) either: : (A) the Company Foamex is the surviving corporationentity; or or (B) the Person formed by or surviving any such consolidation or merger (if other than the CompanyFoamex) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyFoamex) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company Foamex under the Notes, this Indenture and the Indenture, any Registration Rights Agreement and the Security Documents pursuant to agreements reasonably satisfactory to the Trustee; (iii3) immediately after such transaction, no Default or Event of Default exists;; and (iv4) the Company Foamex or the other Person formed by or surviving any such consolidation or merger (if other than the CompanyFoamex), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made willwould, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof hereof. In addition, Foamex shall not, directly or (y) have indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This Section 5.01 will not apply to a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company Foamex and any of its Wholly Owned Restricted Subsidiaries Subsidiaries. Without complying with clause (4) above, Foamex may merge with one or more of its Wholly Owned Restricted Subsidiaries, and Foamex may merge with an Affiliate for the sole purpose of incorporating Foamex in another jurisdiction or for forming a holding company. Notwithstanding the foregoing, Foamex is permitted to reorganize as a corporation in accordance with the procedures established in this Indenture (c) any merger and Foamex Capital may thereafter liquidate); provided that Foamex shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or consolidation loss for federal income tax purposes as a result of a Restricted Subsidiary into such reorganization and will be subject to federal income tax on the Companysame amounts, in the same manner and at the same times as would have been the case if such reorganization had not occurred.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (i) either: (A) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (iii) no Default or Event of Default exists; (iv) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transactionhereof; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall will have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein therein provided for relating to such transaction have been complied with. (b) Clause (iv) of this Section 5.01(a) shall 5.01 will not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Wholly Owned Restricted Subsidiaries or (cb) any merger or consolidation of a Wholly Owned Restricted Subsidiary into the Company.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither of the Borrowers may, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not such Borrower is the survivor); or (2) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and or assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (i) either: (A) the Company such Borrower is the surviving corporationsurvivor; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Borrower) or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has been made is a corporation Person organized or existing under the laws of the United States, any state or territory of the United States or the District of Columbia; provided, however, that the FinanceCo Borrower may not consolidate or merge with or into any Person other than a corporation so long as the Par Borrower is not a corporation (unless a different Subsidiary of the Par Borrower which is a corporation becomes a co-issuer of the Existing Secured Notes in lieu of the FinanceCo Borrower); (ii) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Borrower) or the Person to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company such Borrower under the Notes, this Indenture Agreement and the Registration Rights Agreement Security Documents pursuant to agreements an agreement expressly assuming such obligations in form and substance reasonably satisfactory to the TrusteeAdministrative Agent; (iii) the Administrative Agent shall have received at least five (5) days prior to the date of such merger, amalgamation or consolidation all documentation and other information about the Person formed by or surviving any such consolidation or merger (if other than such Borrower) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made as required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent; (iv) immediately after giving effect to such transaction, no Default or Event of Default exists; (ivv) in the case of a transaction involving the Par Borrower: (A) the Company Par Borrower or the other Person formed by or surviving any such consolidation or merger (if other than the CompanyPar Borrower), or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has been made willwould, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a7.07(a) hereof or hereof; or (yB) have immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio that would be greater than such ratio for of the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v) the Company Par Borrower or the other Person formed by or surviving any such consolidation or merger (if other than the CompanyPar Borrower), or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has been made shall have made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Par Borrower immediately before such transactions; and (vi) the Par Borrower has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Administrative Agent an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, merger or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, disposition comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withAgreement. (b) Clause (ivSection 6.01(a) of Section 5.01(a) shall hereof will not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a any sale, transfer assignment, transfer, conveyance, lease or other disposition of Capital Stock, properties or assets between or among the Company Borrowers and the Restricted Subsidiaries. Notwithstanding the restrictions set forth in Section 6.01(a)(iv) hereof, any Restricted Subsidiary may consolidate with, merge into or dispose of all or part of its properties and assets to the Borrowers or any Restricted Subsidiaries Subsidiary and the Borrowers may merge with an Affiliate of the Par Borrower solely for the purpose of reorganizing the Par Borrower in a state or (cterritory of the United States or the District of Columbia or for the sole purpose of forming or collapsing a holding company structure, in each case, without complying with Section 6.01(a)(iv) hereof in connection with any such consolidation, merger or consolidation of a Restricted Subsidiary into the Companydisposition.

Merger, Consolidation or Sale of Assets. The Company may not, directly or indirectly: (a) The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other another Person (whether or not the Company is the surviving corporation); or (b) sell, assign, conveylease, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Persons, unless at the time and after giving effect theretoanother Person; unless: (i) either: (A) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, lease, transfer, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture and any other required agreements reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists;has occurred and is continuing; and (iv) either (A) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has shall have been made made, will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a) hereof 4.09 hereof, or (yB) have a the Fixed Charge Coverage Ratio that would be greater of such surviving Person is not less than such ratio for the Company and its Restricted Subsidiaries Fixed Charge Coverage Ratio immediately prior to such transaction; and . This Section 5.01 shall not apply to (vx) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company)a merger, or to which such consolidation, sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries Subsidiary or (cy) any merger transfers of accounts receivable and related assets of the type specified in the definition of "Qualified Receivables Transaction" (or consolidation a fractional 84 91 undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction. Notwithstanding the foregoing clause (iv), the Company may merge with an Affiliate incorporated or organized either (A) for the purpose of a Restricted Subsidiary into reincorporating or reorganizing the CompanyCompany in another jurisdiction or (B) to realize tax benefits without complying with the foregoing clause (iv) provided, that, at the time of and after giving effect to such transaction, no Default or Event of Default shall have occurred or be continuing or would result from such merger.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Persons, unless at the time and after giving effect theretoanother Person; unless: (ia) either: (Ai) the Company is the surviving corporation; or (Bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (iib) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (iiic) immediately after such transaction no Default or Event of Default exists;; and (ivd) if such consolidation, merger, sale, assignment, transfer, conveyance or other disposition occurs before the Rating Condition is met, the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made willmade: (i) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction; and (ii) shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the Company.the

Merger, Consolidation or Sale of Assets. (a) The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (i1) either: (Aa) the Company or any Restricted Subsidiary is the surviving corporation; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or any Restricted Subsidiary) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or any Restricted Subsidiary) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (iii3) immediately after such transaction, no Default or Event of Default exists;; and (iv4) the Company Company, the Restricted Subsidiary, or the other Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or a Restricted Subsidiary), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (xi) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a) hereof 4.10 hereof, or (yii) have a Fixed Charge Coverage Ratio that would be greater than such ratio for exceeds the Company and its Restricted Subsidiaries Company's Fixed Charge Coverage Ratio immediately prior to such transaction; andtransaction and any related financing transactions. (vi) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such a sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or Subsidiaries; (cii) any merger or consolidation of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither Inmarsat Group Limited nor Inmarsat Investments Limited may, in a single transaction directly or a series of related transactionsindirectly (i) merge, consolidate with consolidate, amalgamate or merge otherwise combine with or into any other another Person (whether or not Inmarsat Group Limited or Inmarsat Investments Limited (as applicable) is the surviving corporation); or (ii) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company Inmarsat Group Limited and its Restricted Subsidiaries Subsidiaries, taken as a whole whole, or Inmarsat Investments Limited and its Subsidiaries, taken as a whole, in one or more related transactions, to any other Person or group of affiliated Persons, unless at the time and after giving effect theretoanother Person; unless: (i1) either: either (Aa) the Company Inmarsat Group Limited or Inmarsat Investments Limited (as applicable) is the surviving corporation; corporation or (Bb) the Person formed by or surviving any such consolidation merger, consolidation, amalgamation or merger other combination (if other than the CompanyInmarsat Group Limited or Inmarsat Investments Limited (as applicable)) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United StatesKingdom, any state of the United States or the District of Columbia; (ii2) the Person formed by or surviving any such consolidation merger, consolidation, amalgamation or merger other combination (if other than the CompanyInmarsat Group Limited or Inmarsat Investments Limited (as applicable)) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations Obligations of the Company Inmarsat Group Limited or Inmarsat Investments Limited (as applicable) under the Notes, this Indenture and indenture, the Registration Rights Agreement, the Note Security Documents, the Subordinated Intercompany Note Proceeds Loan and the Intercreditor Agreement pursuant to agreements reasonably satisfactory to the Trustee; (iii3) immediately after such transaction, no Default or Event of Default exists;; and (iv4) the Company Inmarsat Group Limited, Inmarsat Investments Limited or the other Person (as applicable) formed by or surviving any such consolidation merger, consolidation, amalgamation or merger other combination (if other than the CompanyInmarsat Group Limited or Inmarsat Investments Limited (as applicable)), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made made: (A) will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in under Section 4.09(a) hereof and (B) will (either directly or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and through its Restricted Subsidiaries immediately Subsidiaries), on the date of such transaction after giving effect thereto, retain all licenses and other authorizations reasonably required to operate its business as it was conducted prior to such transaction; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause In addition, neither Inmarsat Group Limited nor Inmarsat Investments Limited may, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. (ivc) of Section 5.01(a) shall not apply to: (a) to a transaction merger of Inmarsat Group Limited with an Affiliate solely for the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the Companyreincorporating Inmarsat Group Limited in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company shall will not, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (i1) either: either (A) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture Notes and the Registration Rights Agreement other Note Documents to which the Company is a party pursuant to agreements reasonably satisfactory to the Trustee and the Collateral Trustee, as applicable; (iii3) immediately after such transaction no Default or Event of Default exists; (iv4) except with respect to a transaction solely between the Company and a Subsidiary Guarantor, (i) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (yii) have a such Fixed Charge Coverage Ratio that would be greater than increase after giving such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; andpro forma effect; (v5) any Collateral owned by or transferred to the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), ) or the Person to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has been made continues to constitute Collateral under the Note Documents, subject to the Parity Liens, except as permitted by this Indenture or the other Note Documents; and (6) the Company shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, merger or other disposition, disposition and such Supplemental Indenture (if a supplemental indenture is required in connection with such transaction, such supplemental indenture, any) comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the Company.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (i1) either: : (A) the Company is the surviving corporation; or or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under any such laws; (ii2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements a supplemental indenture reasonably satisfactory to the Trustee; (iii3) immediately after such transaction, no Default or Event of Default exists; (iv4) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made willwould, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either period (xi) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Leverage Ratio test set forth in Section 4.09(a) hereof hereof; or (yii) have had a Fixed Charge Coverage Leverage Ratio that would be greater lower than such ratio the actual Leverage Ratio for the Company and its Restricted Subsidiaries immediately prior to for such transactionfour-quarter period; and (v5) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered delivers to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause The Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (ivc) of This Section 5.01(a) shall 5.01 will not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a any sale, transfer assignment, transfer, conveyance, or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or Subsidiaries. Clauses (c3) and (4) of this Section 5.01 will not apply to (1) any merger or consolidation of a the Company with or into one of its Restricted Subsidiary Subsidiaries for any purpose or (2) with or into an Affiliate solely for the Companypurpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither STBV nor the Issuer may, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not it is the surviving entity); or (2) sell, assign, transfer, convey, transfer, lease or otherwise dispose of all or substantially all of its and STBV’s Subsidiaries’ properties and or assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (i) either: (A) STBV or the Company Issuer, as applicable, is the surviving corporationentity; or (B) the Person formed by or surviving any such consolidation or merger (if other than STBV or the CompanyIssuer, as applicable,) or to which such sale, assignment, lease, transfer, conveyance conveyance, lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of any member state of the European Union, the United States, any state of the United States or the District of Columbia; Columbia (ii) STBV, the Person formed by Issuer or surviving any such consolidation or merger (if other than the Company) or Persons, as applicable, including the Person to which such sale, assignment, lease, transfer, conveyance conveyance, lease or other disposition has been made made, as the case may be, being herein called the “Successor Company”); provided that at any time the Successor Company is the issuer of the Notes and is a limited liability company, there shall be a co‑issuer of the Notes that is a corporation that satisfies the requirements of this Section 5.01(a); (ii) the Successor Company (if other than STBV or the Issuer, as applicable) assumes all the obligations of STBV or the Company Issuer under the Note Guarantee or the Notes, as the case may be, and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trusteea supplemental indenture; (iii) immediately after such transaction, no Default or Event of Default exists;; and (iv) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, STBV delivers an Officers’ Certificate and an Opinion of Counsel, each Counsel stating that such consolidationtransaction complies with this Indenture and, mergerif applicable, all conditions precedent in this Indenture to the execution of the supplemental indenture have been satisfied. The foregoing provision shall also apply to any Guarantor other than STBV. (b) For purposes of this Article 5, the sale, assignment, lease, conveyance, transferassignment, transfer or other dispositiondisposition of all or substantially all of the properties and assets of one or more Subsidiaries of STBV (including the Issuer), which properties and assets, if held by STBV instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of STBV on a consolidated basis, shall be deemed to be the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of STBV. (c) For the avoidance of doubt, it is agreed that, for all purposes under this Indenture, a sale, transfer or disposition of the properties or assets of STBV and its Subsidiaries (including the Issuer) that, in the aggregate accounted for no more than two‑thirds of STBV’s aggregate EBITDA, during the four most recent consecutive fiscal quarters prior to the date of such sale, transfer or disposition for which financial statements are available (as specified in an Officers’ Certificate delivered to the Trustee), shall be deemed not to be a sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of STBV. (d) Upon the execution and delivery of the supplemental indenture is required referred to in connection with such transactionSection 5.01(a)(ii), such supplemental indenture, comply with the requirements of predecessor company shall be released from its obligations under this Indenture and that the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or STBV, as applicable, under this Indenture and the Notes or the Note Guarantee, as the case may be, but, in the case of a lease of all conditions precedent herein provided for relating to such transaction have been complied withor substantially all its assets, the predecessor shall not be so released. (be) Clause Notwithstanding the foregoing, clause (iviii) of Section 5.01(a) shall not apply to: to (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (bA) a sale, transfer assignment, transfer, conveyance, lease or other disposition of assets between or among the Company STBV and its Subsidiaries, (B) any Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or part of its Restricted Subsidiaries properties and assets to STBV or to another Subsidiary of STBV (provided that, in the event that such Subsidiary is a Guarantor, it may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of all or part of its properties and assets solely to the Issuer or another Guarantor) or (cC) any merger the Issuer or consolidation STBV merging with an Affiliate solely for the purpose and with the sole effect of a Restricted Subsidiary into reincorporating the CompanyIssuer or STBV, as applicable, in another jurisdiction.

Merger, Consolidation or Sale of Assets. None of the Issuers or the Parent may, directly or indirectly, (a1) The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other another Person (whether or not such Issuer or the Parent is the survivor), or (2) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and or assets in one or more related transactions to any Person or group of affiliated Personsanother Person, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect theretounless: (ia) either: either (A1) such Issuer or the Company Parent, as applicable, is the surviving corporation; survivor or (B2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer or the CompanyParent, as applicable) or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has been made is a corporation Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (iib) the Person formed by or surviving any such consolidation or merger (if other than such Issuer or the CompanyParent, as applicable) or the Person to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has been made assumes all the obligations of such Issuer or the Company Parent, as applicable, under the Notes, this Indenture and Indenture, the applicable Registration Rights Agreement and the Parent’s Guarantee of the Notes, if applicable, pursuant to a supplemental indenture or other agreements reasonably satisfactory to the Trustee; (iiic) immediately after such transaction no Default or Event of Default exists; (ivd) in the case of a transaction involving the Parent, either; (1) the Company Parent or the other Person formed by or surviving any such consolidation or merger (if other than the CompanyParent), or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a4.09 hereof; or (2) hereof or (y) have immediately after giving effect to such transaction on a pro forma basis and any related financing transactions as if the same had occurred at the beginning of the Parent’s most recently ended four full quarters for which internal financial statements are available immediately preceding the date of the transactions, the Fixed Charge Coverage Ratio that would be greater than such ratio for of the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v) the Company Parent or the other Person formed by or surviving any such consolidation or merger (if other than the CompanyParent), or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has been made shall have made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Parent immediately before such transactions; and (e) such Issuer or the Parent has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Indenture. The restrictions described in the foregoing clause (d) will not apply to (a) any consolidation or merger of the Parent with or into one of its Restricted Subsidiaries for any purpose or (b) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets of a Restricted Subsidiary (other than Finance Corp.) to the Parent, the Company or another Restricted Subsidiary that is a Subsidiary Guarantor. Notwithstanding the first paragraph of this Section 5.01, the Parent and the Company are permitted to reorganize as any other form of entity in accordance with the following procedures provided that: (1) the reorganization involves the conversion (by merger, sale, assignmentcontribution or exchange of assets or otherwise) of the Parent or the Company into a form of entity other than a limited partnership formed under Delaware law; (2) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, leaseany state thereof or the District of Columbia; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Parent under its Guarantee of the Notes or the Company under the Notes, conveyanceas applicable, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided the applicable Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for relating purposes of this clause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such transaction have been complied with. reorganization (a) is subject to federal or state income taxation as an entity or (b) Clause (ivis considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change Code or any similar state or local law). Notwithstanding the state of organization of foregoing, in the event the Company and that does not have as one of its purposes the evasion of such clause, (b) becomes a sale, transfer corporation or other disposition of assets between or among the Company and or the Person formed by or surviving any of its Restricted Subsidiaries consolidation or merger (cpermitted in accordance with this Indenture) any merger or consolidation of is a Restricted Subsidiary corporation, Finance Corp. may be merged into the CompanyCompany or it may be dissolved and cease to be an Issuer.

Merger, Consolidation or Sale of Assets. (a) The Company shall will not, in a single transaction directly or a series of related transactions, indirectly: (a) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving entity); or (b) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (i1) either: either (A) the Company is the surviving corporationPerson; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of ColumbiaColumbia which, concurrently with the consummation of such consolidation, merger, sale, assignment, transfer, conveyance or other disposition, becomes a party to the Indenture, to the applicable Collateral Documents and to the Intercreditor Agreement by executing and delivering to the Trustee or the Collateral Agent, as applicable, a supplemental indenture in the form of Exhibit E and one or more joinders to such Collateral Documents and the Intercreditor Agreement, and causes such instruments to be filed and recorded in such jurisdictions and takes such other actions as may be reasonably necessary to perfect or continue the perfection of the Lien created under the Collateral Documents on the Collateral owned by or transferred to the surviving entity, and the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) complies with the Indenture and, in the case of the Opinion of Counsel, that such supplemental indenture is the valid, binding obligation of the successor company, enforceable against the successor company in accordance with its terms; (ii2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture the Indenture, the Collateral Documents and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the TrusteeIntercreditor Agreement; (iii3) immediately after such transaction, no Default or Event of Default exists;; and (iv4) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made willwould, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (xi) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (yii) if the Qualified IPO has been consummated prior to such transaction, have had a Fixed Charge Coverage Ratio that would be equal to or greater than such ratio for the actual Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries immediately prior to for such transaction; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withfour-quarter period. (b) Clause In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (ivc) In the event of any transaction (other than a lease) described in and complying with the conditions listed in Section 5.01(a)(1)(B) in which the Company is not the surviving Person, such surviving Person or transferee shall succeed to, and be substituted for, and may exercise every right and power of, the Company under, and the Company shall be discharged from its Obligations under, this Indenture, the Notes and the Collateral Documents and the Intercreditor Agreement, with the same effect as if such successor Person had been named as the Company herein or therein. (d) Clauses (3) and (4) of Section 5.01(a) shall will not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clauseany merger or consolidation, (b) a or any sale, transfer assignment, transfer, conveyance lease or other disposition of assets between or among the Company and any the Guarantors or with or into an Affiliate solely for the purpose of its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into reorganizing the CompanyCompany in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company OI Group shall not, in a single any transaction or a series of related transactions, merge or consolidate with or merge with into or, directly or into any other Person or sellindirectly, assign, convey, transfer, lease or otherwise dispose of Transfer all or substantially all of its properties and assets to to, any Person or group of affiliated Persons, or and OI Group shall not permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition a Transfer of all or substantially all of the properties and assets of the Company OI Group and its Restricted Subsidiaries taken as Subsidiaries, on a whole consolidated basis, to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (i1) either: (Aa) OI Group or such Restricted Subsidiary, as the Company case may be, is the surviving corporation; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than OI Group or such Restricted Subsidiary) (the “Successor Company”) or to which such sale, assignment, lease, transfer, conveyance or other disposition has Transfer shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; (ii2) the Successor Company (if other than OI Group or such Restricted Subsidiary) or the Person to which such Transfer shall have been made assumes by supplemental indenture executed by the Successor Company or Person, as the case may be, and delivered to the Trustee, all the obligations of OI Group or such Restricted Subsidiary (if such Restricted Subsidiary is a Guarantor), as the case may be, under the Notes and this Indenture; (3) immediately after such transaction no Default or Event of Default exists; and (4) OI Group or the Successor Company formed by or surviving any such consolidation or merger (if other than the Company) OI Group), or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (iii) no Default or Event of Default exists; (iv) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made Transfer shall have been made, delivers or causes to be delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, transaction or other disposition, series of transactions and if a the supplemental indenture is required in connection with such transaction, such supplemental indenture, respect thereto comply with the requirements of this Indenture and that all conditions precedent herein provided for in the Indenture relating to such transaction and the supplemental indenture have been complied with. (b) Clause (iv) of . This Section 5.01(a) 5.01 shall not apply to: to (ai) a transaction merger or consolidation of OI Group, the principal purpose of which is to change the state of organization Company or any of the Company and that does not have as one Guarantors with or into any other of its purposes the evasion Company, OI Group or any of such clause, (b) a sale, transfer the Guarantors or other disposition the Transfer of assets between or among the Company Company, OI Group and any of the Guarantors and (ii) a merger or consolidation of any Foreign Subsidiary with or into OI Group or any of its Restricted Subsidiaries or (c) the Transfer of assets from any merger Foreign Subsidiary to OI Group or consolidation any of a its Restricted Subsidiary into the CompanySubsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company --------------------------------------- shall not, and shall not permit any Subsidiary of the Company to, in a single transaction or a series of related transactions, consolidate with or merge with or into any (other Person than the consolidation or merger of a Wholly Owned Subsidiary of the Company with another Wholly Owned Subsidiary of the Company or into the Company) (whether or not the Company or such Subsidiary is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries (determined on a consolidated basis for the Company and its Subsidiaries taken as a whole to any other whole) in one or more related transactions to, another corporation, Person or group of affiliated Persons, unless at the time and after giving effect theretoentity unless: (a) either (i) either: (A) the Company Company, in the case of a transaction involving the Company, or such Subsidiary, in the case of a transaction involving a Subsidiary of the Company, is the surviving corporation; corporation or (Bii) in the case of a transaction involving the Company or a Guarantor, the entity or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Guarantor) or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United StatesStates of America, any state of the United States thereof or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made Columbia and expressly assumes all the obligations of the Company under the Notes, Notes and this Indenture or such Guarantor under the relevant Note Guarantee and this Indenture, as the Registration Rights Agreement case may be, pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee; (iiib) immediately after such transaction no Default or Event of Default exists; (ivc) in the case of a transaction involving the Company, the Company or or, if other than the other Person Company, the corporation formed by or surviving any such consolidation or merger (if other than the Company)merger, or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has shall have been made (i) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction; provided, however, that in the case of a transaction involving a merger or -------- ------- consolidation between GHC and the Company in contemplation of an underwritten primary public offering of the common stock of the corporation formed by or surviving any such merger or consolidation, the Consolidated Net Worth of such corporation immediately after the transaction may be up to $1.0 million less than the Consolidated Net Worth of the Company immediately preceding the transaction, and (ii) will, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a4.09 hereof; (d) hereof if, as a result of any such transaction, property or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for assets of the Company or a Guarantor would become subject to a Lien securing Indebtedness not excepted from the provisions of this Indenture described in Section 4.13 hereof, the Company, any such Guarantor or the surviving entity, as the case may be, shall have secured the Notes and its Restricted Subsidiaries immediately prior to the relevant Note Guarantee, as required by such transactionprovisions; and (ve) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company)shall deliver, or cause to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have be delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and and, except in the case of a merger of a Subsidiary of the Company into the Company or into a Wholly Owned Subsidiary of the Company, an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, lease or other disposition, disposition and if a any supplemental indenture is required in connection with such transaction, such supplemental indenturerespect thereto, comply with the requirements of this Indenture Section 5.01 and that all conditions precedent herein provided for relating to such transaction or series of transactions have been complied with. . For purposes of the foregoing, the transfer (b) Clause (ivby lease, assignment, sale or otherwise, in a single transaction or series of transactions) of Section 5.01(a) shall not apply to: (a) a transaction all or substantially all of the principal purpose properties or assets of which is to change the state of organization one or more Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and that does not have as one assets of its purposes the evasion Company, shall be deemed to be the transfer of such clause, (b) a sale, transfer all or other disposition substantially all of the properties and assets between or among the Company and any of its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the Company.

Merger, Consolidation or Sale of Assets. (a) The Company shall may not, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (i) either: (A) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, lease, transfer, conveyance conveyance, lease or other disposition has been made is is, in the case of the Company, a corporation or limited liability company organized or existing under the laws of any member state of the European Union, the United States, any state of the United States or the District of Columbia; Columbia (ii) the Person formed by Company or surviving any such consolidation or merger (if other than the Company) or Person, including the Person to which such sale, assignment, lease, transfer, conveyance conveyance, lease or other disposition has been made made, as the case may be, being herein called the “Successor Company”), provided, that at any time the Successor Company is a limited liability company, there shall be a co-issuer of the Notes that is a corporation that satisfies the requirements of this Section 5.01(a); (ii) the Successor Company (if other than the Company) assumes all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements a supplemental indenture reasonably satisfactory to the Trustee; (iii) immediately after such transaction, no Default or Event of Default exists;; and (iv) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, delivers an Officers’ ' Certificate and an Opinion of Counsel, each Counsel stating that such consolidationtransaction complies with this Indenture and, mergerif applicable, all conditions precedent in this Indenture to the execution of the supplemental indenture have been satisfied. The foregoing provision shall also apply to any Guarantor. (b) For purposes of this Article 5, the sale, assignment, lease, conveyance, transferassignment, transfer or other dispositiondisposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a supplemental indenture consolidated basis, shall be deemed to be the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of the Company. (c) For avoidance of doubt, it is required agreed that, for all purposes under this Indenture, a sale, transfer or disposition of the properties or assets of the Company and its Subsidiaries that, in connection with the aggregate accounted for no more than two-thirds of the Company's aggregate EBITDA during the four most recent consecutive fiscal quarters prior to the date of such transactionsale, such supplemental indenturetransfer or disposition for which financial statements are available (as specified in an Officers' Certificate delivered to the Trustee), comply with shall be deemed not to be a sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the requirements properties and assets of the Company. (d) The predecessor company shall be released from its obligations under this Indenture and that the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, but, in the case of a lease of all conditions precedent herein provided for relating to such transaction have been complied withor substantially all its assets, the predecessor shall not be so released. (be) Clause Notwithstanding the foregoing, clause (iviii) of Section 5.01(a) shall not apply to: to (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (bA) a sale, transfer assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Subsidiaries, (B) any Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or part of its Restricted Subsidiaries properties and assets to the Company or to another Subsidiary (provided, that, in the event that such Subsidiary is a Guarantor, it may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of all or part of its properties and assets solely to the Company or another Guarantor) or (cC) any merger or consolidation the Company merging with an Affiliate solely for the purpose and with the sole effect of a Restricted Subsidiary into reincorporating the CompanyCompany in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company OI Group shall not, in a single any transaction or a series of related transactions, merge or consolidate with or merge with into or, directly or into any other Person or sellindirectly, assign, convey, transfer, lease or otherwise dispose of Transfer all or substantially all of its properties and assets to to, any Person or group of affiliated Persons, or and OI Group shall not permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition a Transfer of all or substantially all of the properties and assets of the Company OI Group and its Restricted Subsidiaries taken as Subsidiaries, on a whole consolidated basis, to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (i1) either: (Aa) OI Group or such Restricted Subsidiary, as the Company case may be, is the surviving corporation; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than OI Group or such Restricted Subsidiary) (the “Successor Company”) or to which such sale, assignment, lease, transfer, conveyance or other disposition has Transfer shall have been made is (i) in the case of a Restricted Subsidiary other than the Company, a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and (ii) in the case of the Company, a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia or a corporation organized under the laws of a jurisdiction other than the United States or the District of Columbiaany state thereof; (ii2) the Successor Company (if other than OI Group or such Restricted Subsidiary) or the Person to which such Transfer shall have been made assumes by supplemental indenture executed by the Successor Company or Person, as the case may be, and delivered to the Trustee, all the obligations of OI Group or such Restricted Subsidiary (if such Restricted Subsidiary is a Guarantor), as the case may be, under the Notes and this Indenture; (3) immediately after such transaction no Default or Event of Default exists; and (4) OI Group or the Successor Company formed by or surviving any such consolidation or merger (if other than the Company) OI Group), or the Person to which such saleTransfer shall have been made, assignment, lease, transfer, conveyance delivers or other disposition has been made assumes all causes to be delivered to the obligations Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such transaction or series of transactions and the Company under supplemental indenture in respect thereto comply with the Notes, this Indenture and that all conditions precedent provided for in the Registration Rights Agreement pursuant Indenture relating to agreements reasonably satisfactory such transaction and the supplemental indenture have been complied with. This Section 5.01 shall not apply (other than with respect to the Trustee; Company) to (iiii) no Default a merger or Event consolidation of Default exists; (iv) the Company any Restricted Subsidiary of OI Group into OI Group, a merger or consolidation of any Restricted Subsidiary of OI Group with or into any other Restricted Subsidiary of OI Group or the other Person formed by Transfer of assets between or surviving among any such Restricted Subsidiaries and (ii) a merger or consolidation of OI Group into any Restricted Subsidiary of OI Group or merger (if other than the Company), or a Transfer of assets from OI Group to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date any of such transaction after giving pro forma effect thereto and any related financing transactions its Restricted Subsidiaries so long as if the same had occurred at the beginning all assets of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company OI Group and its Restricted Subsidiaries immediately prior to such transaction; and transaction (vother than Capital Stock of such Restricted Subsidiary) the Company or the other Person formed are owned by or surviving any such consolidation or merger OI Group (if other than the Companyapplicable), or to which such saleRestricted Subsidiary, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (c) and/or any merger or consolidation other Restricted Subsidiaries of a Restricted Subsidiary into the CompanyOI Group in existence immediately prior to such transaction.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, in a single transaction or a series of related transactions, may not consolidate with or merge with or into any other Person (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Personsassets, or permit any of its Restricted Subsidiaries Person to enter consolidate with or merge into any such transaction the Company or transactions if such transaction sell, convey, transfer or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the its properties and assets of to the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated PersonsCompany, unless at the time and after giving effect theretounless: (i) either: (Aa) the Company is the surviving corporation; corporation or (B) the Person entity or the person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; (iib) the Person entity or person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations Obligations of the Company under the Notes, this Indenture Securities and the Registration Rights Agreement Indenture, pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee; (iiic) such sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Company's properties or assets shall be as an entirety or virtually as an entirety to one Person and such Person shall have assumed all the Obligations of the Company under the Securities and the Indenture, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (d) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Company as a result of such transaction as having been incurred by the Company at the time of such transaction) no Default or Event of Default exists;; and (ive) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made person shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, transaction and if a the supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for in the Indenture relating to such transaction have been complied withsatisfied. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the Company.

Merger, Consolidation or Sale of Assets. (a) The Company shall may not, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving Person); or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (i1) either: : (A) the Company is the surviving corporationPerson; or or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made (i) is a corporation corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia; Columbia and (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (iii2) immediately after such transaction, no Default or Event of Default exists;; and (iv3) either: (A) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made, will, on the date of such transaction after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (B) the Fixed Charge Coverage Ratio of Holdings or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made, after giving effect to the transaction and any related financings, would not be less than the Fixed Charge Coverage Ratio of Holdings immediately prior to such transaction. In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries, the Equity Interests of which constitute all or substantially all of the properties and assets of the Company, will be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (b) Holdings may not, directly or indirectly (1) consolidate or merge with or into another Person (whether or not Holdings is the surviving Person); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Holdings and the Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person unless, (1) either (A) Holdings is the surviving Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than Holdings) or to which such sale, assignment, transfer, conveyance or other disposition has been made (i) a corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia and (ii) assumes all the obligations of Holdings under the Note Guarantee, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (2) immediately after such transaction, no Default or Event of Default exists; and (3) either (A) Holdings or the Person formed by or surviving any such consolidation or merger (if other than Holdings), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or or (yB) have a the Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v) the Company of Holdings or the other Person formed by or surviving any such consolidation or merger (if other than the CompanyHoldings), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered made, after giving effect to the Trusteetransaction and any related financings, would not be less than the Fixed Charge Coverage Ratio of Holdings immediately prior to such transaction. In addition, Holdings may not, directly or indirectly, lease all or substantially all of its properties or assets, in form and substance reasonably satisfactory one or more related transactions, to any other Person. For purposes of the Trusteeforegoing, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, salethe transfer (by lease, assignment, leasesale or otherwise, conveyancein a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries, transferthe Equity Interests of which constitute all or substantially all of the properties and assets of Holdings, will be deemed to be the transfer of all or other disposition, substantially all of the properties and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements assets of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withHoldings. (bc) Clause (iv) of This Section 5.01(a) shall 5.01 will not apply to: (a) to a transaction the principal purpose of which is to change the state of organization merger of the Company or a Guarantor with an Affiliate solely for the purpose, and that does not have with the effect, of reincorporating the Company or such Guarantor, as the case may be, in another jurisdiction of the United States. In addition, nothing in this Section 5.01 will prohibit any Restricted Subsidiary from consolidating or amalgamating with, merging with or into or conveying, transferring or leasing, in one transaction or a series of transactions, all or substantially all of its purposes the evasion of such clause, (b) a sale, transfer assets to Holdings or other disposition of assets between or among the Company and any of its another Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the CompanySubsidiary.

Merger, Consolidation or Sale of Assets. (a) The Company Issuer shall not, in a single transaction directly or a series of related transactionsindirectly, consolidate with or merge with or into any other another Person (whether or not the Issuer is the surviving corporation), and the Issuer will not sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company Issuer and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other another Person (including by way of consolidation or group of affiliated Personsmerger), unless at the time and after giving effect theretounless: (i1) either: (A) the Company Issuer is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or to which such sale, assignment, lease, transfer, conveyance or other disposition has shall have been made is a corporation corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided that, in the case such Person is a limited liability company or a partnership, such Person will form a Wholly Owned Subsidiary that is a corporation and cause such Subsidiary to become a co-issuer of the Notes; (ii2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company Issuer, as the case may be, under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (iii3) immediately after such transaction and any related financing transactions, no Default or Event of Default exists;; and (iv4) the Company Issuer or the other Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer), or to which such sale, assignment, lease, transfer, conveyance or other disposition has shall have been made willmade, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, period either (xA) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof 4.10(a), or (yB) would have a Fixed Charge Coverage Ratio that would be greater on such basis higher than such ratio for the Company and its Restricted Subsidiaries Fixed Charge Coverage Ratio immediately prior to such transaction; andtransactions. (vb) the Company or the other Person formed by or surviving any such consolidation or merger Notwithstanding clauses (if other than the Company3) and (4) of Section 5.01(a), the Issuer may merge or consolidate with a Restricted Subsidiary incorporated solely for the purposes of organizing the Issuer in another jurisdiction. (c) The Issuer shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to which such any other Person. (d) This Section 5.01 will not apply to a sale, assignment, lease, transfer, conveyance or other disposition has been made of assets between or among the Issuer and any of its Restricted Subsidiaries that are Guarantors. (e) In connection with any such consolidation, merger, sale, assignment, transfer, conveyance or other disposition, the Issuer shall have delivered deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, conveyance or other disposition, disposition and if a the supplemental indenture is required in connection with such transaction, such supplemental indenture, respect thereto comply with the requirements of this Indenture and that all conditions precedent herein therein provided for relating to such transaction transactions have been complied with. (bf) Clause (iv) Upon any such consolidation, merger, sale, assignment, transfer, conveyance or other disposition, the successor Person formed by such consolidation or into which the Issuer is merged or the successor Person to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such successor Person had been named as the Issuer in this Indenture, and when a successor Person assumes all the obligations of Section 5.01(a) its predecessor under this Indenture or the Notes, the predecessor shall be released from those obligations; provided, however, that in the case of a transfer by lease, the predecessor shall not apply to: (a) a transaction be released from the payment of principal purpose of which is to change of, premium, if any, and interest on the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the CompanyNotes.

Merger, Consolidation or Sale of Assets. (a) The Company shall will not, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (i1) either: (A) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, lease, transfer, conveyance conveyance, lease or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, lease, transfer, conveyance conveyance, lease or other disposition has been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture, delivers to the Trustee an Opinion of Counsel required by this Indenture, including as to the enforceability of the supplemental indenture and by amendment, supplement or other instrument joins the Security Documents in form and substance reasonably required by the Security Documents and takes all other actions required by the Security Documents to grant to the Noteholder Collateral Agent for the benefit of the Holders of the Notes, to the extent and subject to the exceptions provided in the Security Documents and this Indenture, a Lien in assets that constitute Collateral pursuant to this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the TrusteeSecurity Documents; (iii3) immediately after such transaction, no Default or Event of Default exists; (iv4) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance conveyance, lease or other disposition has been made willwould, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (xa) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a4.08(a) hereof or (yb) have a Fixed Charge Coverage Ratio that would be equal to or greater than such ratio the actual Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries immediately prior to for such transactionfour-quarter period; and (v5) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, merger or other disposition, transfer and if a such supplemental indenture is required in connection with such transaction, such supplemental indenture, (if any) comply with the requirements this Indenture; provided that in giving an Opinion of this Indenture and that all conditions precedent herein provided for relating Counsel, counsel may rely on an Officers’ Certificate as to such transaction have been complied withany matters of fact. (b) Clause (iv) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person, except as otherwise provided for in Section 5.01(a). (c) shall This Section 5.01 will not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a any sale, assignment, transfer or conveyance, lease or other disposition of assets between or among the Company and any of and/or its Restricted Subsidiaries or Subsidiaries. (cd) Section 5.01(a)(3) and Section 5.01(a)(4) will not apply to (x) any merger or consolidation of a the Company with or into one of its Restricted Subsidiary Subsidiaries for any purpose or (y) with or into an Affiliate solely for the Companypurpose of reincorporation the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The In the event that the Company shall notbe a party to any transaction (including without limitation (i) any recapitalization or reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (ii) any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in a single transaction reclassification, conversion, exchange or a series cancellation of related transactionsoutstanding shares of Common Stock of the Company), consolidate with (iii) any sale or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition transfer of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken or (iv) any compulsory share exchange) pursuant to which either shares of Common Stock shall be converted into the right to receive other securities, cash or other property, or, in the case of a sale or transfer of all or substantially all of the assets of the Company, the holders of Common Stock shall be entitled to receive other securities, cash or other property, then lawful provision shall be made as a whole part of the terms of such transaction whereby the Holder of each Convertible Debenture then outstanding shall have the right thereafter to any other Person or group of affiliated Persons, unless at the time and after giving effect theretoconvert such Convertible Debenture only into: (i) either: (A) in the Company is the surviving corporation; or (B) the Person formed by or surviving case of any such consolidation or merger (if other than transaction that does not constitute a Common Stock Fundamental Change and subject to funds being legally available for such purpose under applicable law at the Company) or to which time of such saleconversion, assignmentthe kind and amount of the securities, lease, transfer, conveyance cash or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (iii) no Default or Event of Default exists; (iv) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio property that would be greater than have been receivable upon such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company)recapitalization, or to which such salereclassification, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignmenttransfer or share exchange by a holder of the number of shares of Common Stock issuable upon conversion of such Convertible Debenture immediately prior to such recapitalization, leasereclassification, conveyanceconsolidation, transfermerger, sale, transfer or other dispositionshare exchange, and if a supplemental indenture is required after giving effect, in connection the case of any Non-Stock Fundamental Change, to any adjustment in the Conversion Price in accordance with such transaction, such supplemental indenture, comply with the requirements clause (i) of subsection (c) of this Indenture and that all conditions precedent herein provided for relating to Section 12.4; and (ii) in the case of any such transaction have been complied withthat constitutes a Common Stock Fundamental Change, common stock of the kind received by holders of Common Stock as a result of such Common Stock Fundamental Change in an amount determined in accordance with clause (ii) of subsection (c) of this Section 12.4. (b) Clause The Company or the Person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the Company's shares, as the case may be, shall make provision in its certificate or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation or other constituent document, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII. The above provisions shall similarly apply to successive transactions of the foregoing type. (ivc) Notwithstanding any other provision of this Section 5.01(a12.4 to the contrary, if any Fundamental Change occurs, then the Conversion Price in effect will be adjusted immediately after such Fundamental Change as follows: (i) in the case of a Non-Stock Fundamental Change, the Conversion Price of the Convertible Debentures immediately following such Non-Stock Fundamental Change shall not apply to: be the lower of (aA) the Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to Section 12.3, and (B) the product of (1) the greater of the Applicable Price and the then applicable Reference Market Price and (2) a transaction fraction, the principal purpose numerator of which is to change $50 and the state denominator of organization which is (x) the amount of the Company and that does not have as one Optional Redemption Price set forth in Section 10.2 for $50 in principal amount of its purposes Convertible Debentures if the evasion redemption date were the date of such clauseNon- Stock Fundamental Change (or, for the twelve-month periods commencing March 4, 1997, March 4, 1998 and March 4, 1999, the product of 105.0%, 104.5% and 104.0%, respectively, times $50) plus (by) any then-accrued and unpaid interest on $50 principal amount of Convertible Debentures; and (ii) in the case of a saleCommon Stock Fundamental Change, transfer the Conversion Price of the Convertible Debentures immediately following such Common Stock Fundamental Change shall be the Conversion Price in effect immediately prior to such Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to Section 12.3, multiplied by a fraction, the numerator of which is the Purchaser Stock Price and the denominator of which is the Applicable Price; provided, however, that in the event of a Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of Common Stock is common stock of the successor, acquiror or other disposition third party (and cash, if any, paid with respect to any fractional interests in such common stock resulting from such Common Stock Fundamental Change) and (B) all of assets between the Common Stock shall have been exchanged for, converted into or among acquired for, common stock of the Company successor, acquiror or other third party (and any cash with respect to fractional interests), the Conversion Price of its Restricted Subsidiaries the Convertible Debentures immediately following such Common Stock Fundamental Change shall be the Conversion Price in effect immediately prior to such Common Stock Fundamental Change multiplied by a fraction, the numerator of which is one (1) and the denominator of which is the number of shares of common stock of the successor, acquiror or (c) any merger or consolidation other third party received by a holder of one share of Common Stock as a Restricted Subsidiary into the Companyresult of such Common Stock Fundamental Change.

Merger, Consolidation or Sale of Assets. (a) The Company shall notmay not and will not permit Worldspan to, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Company or Worldspan is the surviving entity); or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company Company, Worldspan and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Persons, unless at the time and after giving effect theretoanother Person; unless: (i1) either: (Aa) the Company or Worldspan, as the case may be, is the surviving corporationentity; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or Worldspan) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made made, as the case may be, is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of ColumbiaColumbia (provided that if the person formed by or surviving any such consolidation or merger with the Company or Worldspan is not a corporation, a corporate co-issuer shall also be an obligor with respect to the Notes); (ii2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or Worldspan) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made made, as the case may be, assumes all the obligations of the Company under the Notes, this Indenture Notes and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the TrusteeMajority Holders; (iii3) immediately after such transaction, no Default or Event of Default exists;; and (iv4) (A) Worldspan or, if Worldspan is a party to the Company applicable consolidation or merger, the other Person formed by or surviving any such consolidation or merger (if other than the CompanyWorldspan), or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made made, as the case may be: will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a5(c) hereof or (yB) have a the Fixed Charge Coverage Ratio that on the date of such transaction after giving pro forma effect thereto would be equal to or greater than such the same ratio for the Company Worldspan and its Restricted Subsidiaries immediately prior to such the transaction; and . This Section 5(h) will not apply to (vA) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such a sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company Company, Worldspan and any of its Restricted Subsidiaries or (cB) any merger or consolidation of a (1) the Company with and into Worldspan or one of its Restricted Subsidiary Subsidiaries or Worldspan with and into the CompanyCompany or one of its Restricted Subsidiaries or (2) the Company or Worldspan with and into an Affiliate of the Company for the purpose of incorporating or reincorporating or organizing or reorganizing the Company or Worldspan in the same or another jurisdiction in the United States or any state thereof or the District of Columbia.

Merger, Consolidation or Sale of Assets. (a) The Company shall will not, in a single transaction directly or a series of related transactionsindirectly, consolidate with or merge with or into any other Person into, or sell, assign, convey, transfer, transfer or lease or otherwise dispose of all or substantially all its assets in one or a series of its properties and assets to related transactions to, any Person or group of affiliated PersonsPerson, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect theretounless: (i) either: (A1) the Company is resulting, surviving or transferee Person (the surviving corporation; or (B“Successor Company”) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is will be a corporation organized or and existing under the laws of the United StatesStates of America, any state of the United States State thereof or the District of Columbia; (ii) Columbia and the Person formed by or surviving any such consolidation or merger Successor Company (if other than not the Company) or will expressly assume, by a supplemental indenture, executed and delivered to the Person Trustee, in form satisfactory to which such salethe Trustee, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the TrusteeIndenture; (iii2) no Default or Event immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of Default exists; (iv) the Successor Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date Restricted Subsidiary as a result of such transaction after giving pro forma effect thereto and any related financing transactions as if having been Incurred by the same had occurred Successor Company or such Restricted Subsidiary at the beginning time of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction), no Default shall have occurred and be continuing; and (v3) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, merger or other disposition, transfer and if a such supplemental indenture is required in connection with such transaction, such supplemental indenture, (if any) comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withIndenture. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of In addition, the Company and that does will not have as one of its purposes the evasion of such clausepermit any Subsidiary Guarantor to, (b) a saledirectly or indirectly, consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets in one or a series of related transactions to, any Person, unless: (1) except in the case of a Subsidiary Guarantor (i) that has been disposed of in its entirety to another Person (other than to the Company or an Affiliate of the Company), whether through a merger, consolidation or sale of Capital Stock or assets or (ii) that, as a result of the disposition of assets between all or among a portion of its Capital Stock, ceases to be a Subsidiary, the resulting, surviving or transferee Person (the “Successor Guarantor”) will be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and such Person (if not such Subsidiary Guarantor) will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; (2) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; and (3) the Company shall have delivered to the Trustee an Officers’ Certificate and any an Opinion of its Restricted Subsidiaries Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (c) Notwithstanding the foregoing: (1) any merger or consolidation of a Restricted Subsidiary may Consolidate with, merge into or transfer all or part of its properties and assets to the CompanyCompany or any Subsidiary Guarantor; and (2) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction within the United States of America, any state thereof or the District of Columbia to realize tax or other benefits.

Merger, Consolidation or Sale of Assets. (a) The Company shall Borrower will not, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Borrower is the surviving corporation); or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company Borrower and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person; unless, unless at the time and after giving effect theretosubject to Section 9.22: (i) either: either (A) the Company Borrower is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company Borrower under the Notes, this Indenture and the Registration Rights Agreement Loan Documents pursuant to joinder agreements or other documents and agreements reasonably satisfactory to the TrusteeAdministrative Agent; (iii) immediately after such transaction, no Default or Event of Default exists;; and (ivA) the Company Borrower or the other Person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the provisions of Section 4.09(a6.01(a) hereof or (yB) have a the Fixed Charge Coverage Ratio that would be greater than such ratio for of the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v) the Company Borrower or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture Borrower) is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating greater after giving pro forma effect to such transaction have been complied withconsolidation or merger and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period than the Borrower’s actual Fixed Charge Coverage Ratio for the period. (b) Clause In addition, the Borrower shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. (ivc) of This Section 5.01(a) 6.08 shall not apply to: to (ai) a transaction merger of the principal Borrower with an Affiliate solely for the purpose of which is to change reincorporating the state of organization Borrower in another jurisdiction or forming a direct holding company of the Company Borrower; and that does not have as one of its purposes the evasion of such clause, (bii) a any sale, transfer transfer, assignment, conveyance, lease or other disposition of assets between or among the Company Borrower and its Restricted Subsidiaries, including by way of merger or consolidation. (d) Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Borrower and its Restricted Subsidiaries taken as a whole in a transaction that is subject to, and that complies with the provisions of, Sections 6.08(a) through and including 6.08(d), the successor corporation formed by such consolidation or into or with which the Borrower is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (c) any merger so that from and after the date of such consolidation, merger, sale, lease, conveyance or consolidation other disposition, the provisions of this Agreement and the other Loan Documents referring to the “Borrower” shall refer instead to the successor corporation and not to the Borrower), and may exercise every right and power of the Borrower under this Agreement and the other Loan Documents with the same effect as if such successor Person had been named as the Borrower herein; provided, however, that the predecessor Borrower shall not be relieved from its payment obligations hereunder except in the case of a Restricted Subsidiary into sale of all of the CompanyBorrower’s assets in a transaction that is subject to, and that complies with the provisions of, Section 6.08(a) through and including 6.08(d).

Merger, Consolidation or Sale of Assets. (a) The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (i1) either: (Aa) the Company or any Restricted Subsidiary is the surviving corporation; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or any Restricted Subsidiary) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or any Restricted Subsidiary) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (iii3) immediately after such transaction no Default or Event of Default exists;; and (iv4) the Company Company, the Restricted Subsidiary, or the other Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or a Restricted Subsidiary), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and4.09 hereof. (vi) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such a sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or Subsidiaries; (cii) any merger or consolidation of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. (a) The Company JetBlue shall not, in a single transaction not directly or a series of related transactions, indirectly: (i) consolidate with or merge with or into any other another Person (whether or not JetBlue is the surviving corporation) or (ii) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company JetBlue and its Restricted Subsidiaries Subsidiaries, taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (i1) either: : (A) the Company JetBlue is the surviving corporation; or or (B) the Person formed by or surviving any such consolidation or merger (if other than the CompanyJetBlue) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyJetBlue) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company JetBlue under the Notes, this Indenture and the Registration Rights Agreement Loan Documents pursuant to such amendments, security, intercreditor or other agreements reasonably satisfactory to the Trusteeas may be necessary or advisable; (iii3) immediately after such transaction, no Default Early Amortization Event or Event of Default exists;; and (iv4) JetBlue shall have delivered to the Company Administrative Agent an Officer’s Certificate stating that such consolidation, merger or transfer complies with this Agreement. In addition, JetBlue will not, directly or indirectly, lease all or substantially all of its and its Subsidiaries’ properties and assets taken as a whole, in one or more related transactions, to any other Person. (b) Except with respect to the Collateral, clause (a) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among JetBlue and the Guarantors. (c) Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of JetBlue, in a transaction that is subject to, and that complies with the provisions of, clause (a) above, the successor Person formed by or surviving any such consolidation or merger (if other than the Company), into or with which JetBlue is merged or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has been is made willshall succeed to, on and be substituted for (so that from and after the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance, transfer, conveyance or other disposition, the provisions of this Agreement referring to JetBlue shall refer instead to the successor Person), and may exercise every right and power of JetBlue under this Agreement with the same effect as if such successor Person had been named JetBlue herein; provided, however, that JetBlue, if applicable, shall not be relieved from the obligation to pay the principal of, and interest, if any, on the Term Loans except in the case of a supplemental indenture sale of all of JetBlue’s assets in a transaction that is required in subject to, and that complies with the provisions of, clause (a) above. In connection with such transactionany transfer under this clause (c), such supplemental indenturesuccessor Person shall provide all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, comply with including the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withPatriot Act, as reasonably requested by any Lender. (bd) Clause (iv) of Section 5.01(a) shall not apply toNotwithstanding anything herein to the contrary, no SPV Party shall: (ai) a transaction the principal purpose consolidate or merge with or into another Person, or permit any other Person to merge into or consolidate with it or (ii) sell, assign, transfer, convey, lease or otherwise dispose of which is to change the state of organization of the Company and that does not have as one all or substantially all of its purposes the evasion of such clauseproperties, (b) a salein one or more related transactions, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the Companyto another Person.

Merger, Consolidation or Sale of Assets. (a) The Company shall will not, directly or indirectly, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and or assets (determined on a consolidated basis) to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an the sale, assignment, conveyance, transfer, lease lease, conveyance or other disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect theretoPersons unless: (i) either: : (A1) the Company is shall be the surviving corporation; or continuing corporation or (B2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has been made assumes all is (the obligations “Surviving Entity”) a corporation organized and validly existing under the laws of the Company under United States, any State thereof or the NotesDistrict of Columbia; (ii) the Surviving Entity, this Indenture if applicable, expressly assumes, by supplemental indenture (in form and the Registration Rights Agreement pursuant to agreements substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of and premium, if any, and interest on all of the Notes and the performance of every covenant of the Notes and this Indenture on the part of the Company to be performed or observed; (iii) no Default or Event of Default exists; (iv) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction immediately after giving pro forma effect thereto to such transaction or series of transactions and the assumption contemplated by clause (ii) above (including giving effect to any related financing transactions Indebtedness and Acquired Debt, in each case, incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as if the same had occurred at the beginning of the applicable four-quarter periodcase may be, either shall (xa) be permitted able to incur at least $1.00 of additional Indebtedness (other than Permitted Debt) pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof 4.09 or (yb) have a Fixed Charge Coverage Ratio that would be is greater than such ratio for the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries immediately prior to such consolidation, merger, sale, assignment, transfer, conveyance or other disposition; provided, however, that this clause (iii) shall not apply during any Suspension Period; (iv) immediately after giving effect to such transaction or series of transactions and the assumption contemplated by clause (ii) above (including, without limitation, giving effect to any Indebtedness and Acquired Debt, in each case, incurred or anticipated to be incurred and any Lien granted in connection with or in respect of such transaction), no Default or Event of Default shall have occurred and be continuing; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than Surviving Entity, as the Company)case may be, or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance, transfer, conveyance or other dispositiondisposition and, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements applicable provisions of this Indenture and Indenture, that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied withsatisfied and an Opinion of Counsel stating that the Notes and this Indenture constitute valid and binding obligations of the Company or Surviving Entity, as applicable, subject to customary exceptions. Notwithstanding the foregoing, the merger of the Company with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction shall be permitted without regard to clause (iii) of the immediately preceding paragraph. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (b) Clause Each Guarantor will not, and the Company will not cause or permit any Guarantor to, directly or indirectly, in a single transaction or series of related transactions, consolidate or merge with or into any Person other than the Company or any other Guarantor unless: (i) if the Guarantor was a corporation or limited liability company under the laws of the United States, any State thereof or the District of Columbia, the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) is a corporation or limited liability company organized and existing under the laws of the United States, any State thereof or the District of Columbia; (ii) such entity assumes by supplemental indenture all of the obligations of the Guarantor under its Subsidiary Guarantee; (iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (iv) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company could satisfy the provisions of clause (iii) of Section 5.01(a) ). The Company shall not apply to: (a) a transaction deliver, or cause to be delivered, to the principal purpose Trustee an Officers’ Certificate and an Opinion of which is Counsel, each to change the state of organization of the Company and effect that does not have as one of its purposes the evasion of such clauseconsolidation, (b) a merger, sale, transfer conveyance, assignment, transfer, lease or other disposition complies with the requirements of assets between this Indenture, and an Opinion of Counsel stating that this Indenture and the Subsidiary Guarantees constitute valid and binding obligations of the Guarantor or among surviving entity, as applicable, subject to customary exceptions. Notwithstanding the Company and foregoing, the requirements of this Section 5.01(b) will not apply to any transaction pursuant to which such Guarantor is permitted to be released from its Subsidiary Guarantee in accordance with the provisions of its Restricted Subsidiaries Section 10.02 of this Supplemental Indenture or (c) any merger or consolidation Section 1304 of a Restricted Subsidiary into the CompanyBase Indenture.

Merger, Consolidation or Sale of Assets. (a) The Company shall may not, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving corporation) or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Persons, unless at the time and after giving effect theretoanother Person; unless: (i1) either: (Aa) the Company is the surviving corporation; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (iii3) immediately after such transaction no Default or Event of Default exists;; and (iv4) other than the merger with and into GHVI if the Spin-off does not occur by February 27, 2004, the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof hereof. The Company shall not, directly or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and indirectly, lease all or substantially all of its Restricted Subsidiaries immediately prior to such transaction; and (v) the Company properties or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trusteeassets, in form and substance reasonably satisfactory one or more related transactions, to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or any other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withPerson. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the Company.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person (whether or not Company is the surviving 100 101 corporation), or directly and/or indirectly through its Restricted Subsidiaries sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and or assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the determined on a consolidated basis for Company and its Restricted Subsidiaries taken as a whole in one or more related transactions, to any other another corporation, Person or group of affiliated Persons, unless at the time and after giving effect theretoentity unless: (i) either: (A) the Company is the surviving corporation; corporation or (B) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has will have been made is a corporation organized or existing under the laws of one of the United States, any state States of the United States of America or the District of Columbia; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has will have been made assumes all the obligations Obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement Loan Documents pursuant to agreements an agreement or instrument in a form reasonably satisfactory to the TrusteeFacility Manager; (iii) immediately after such transaction no Default or Event of Default existsor Potential Event of Default will occur and be continuing or result as a consequence thereof; (iv) except in the case of a merger of Company with or into a Wholly Owned Subsidiary of Company that is a Restricted Subsidiary, Company or the other entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has will have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of Company immediately preceding the transaction and (B) will, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter four Fiscal Quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(asubsection 6.2; (v) hereof if any of the property or assets of Company would thereupon become subject to any Lien, the Obligations shall be secured equally and ratably with the obligation or liability secured by such Lien, unless Company could create such Lien without equally and ratably securing the Obligations; (yvi) each Subsidiary Guarantor, unless a party to the transactions described above, shall have a Fixed Charge Coverage Ratio by supplemental agreement confirmed that would its Subsidiary Guaranty shall apply to Company's or the surviving Person's Obligations under the Loan Documents; (vii) the surviving corporation or the entity or Person formed by or surviving such consolidation or merger (if other than Company) or to which such sale, assignment, transfer, lease, conveyance or disposition will have been made shall not be greater subject to any Healthcare Regulations other than those Healthcare Regulations which were applicable to such ratio for the Company and its Restricted Subsidiaries immediately surviving corporation, entity or Person prior to such transactionconsolidation or merger or such sale, assignment, transfer, lease, conveyance or disposition; and (vviii) Company delivers to Facility Manager an Officers' Certificate and a legal opinion from counsel reasonably satisfactory to Facility Manager addressed to Facility Manager with respect to the foregoing matters. (b) Company shall not, in a single transaction or series of related transactions, permit any Subsidiary Guarantor to consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving corporation), or directly and/or indirectly to sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless: (i) such Subsidiary Guarantor is the surviving corporation or the other entity or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the Companylaws of one of the states of the United States or the District of Columbia; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made assumes all the Obligations of such Subsidiary Guarantor under the Subsidiary Guaranty and any other Loan Documents pursuant to an agreement or instrument in a form reasonably satisfactory to Facility Manager; (iii) immediately after such transaction no Event of Default or Potential Event of Default will occur and be continuing or result as a consequence thereof; (iv) such Subsidiary Guarantor or the entity or Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor), or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has will have been made shall (A) will have delivered Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of such Subsidiary Guarantor immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four Fiscal Quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the TrusteeFixed Charge Coverage Ratio test set forth in subsection 6.2; (v) if any of the property or assets of such Subsidiary Guarantor would thereupon become subject to any Lien, in form the Obligations shall be secured equally and substance reasonably satisfactory ratably with the obligation or liability secured by such Lien, unless such Subsidiary Guarantor could create such Lien without equally and ratably securing the Obligations; (vi) the surviving corporation or the entity or Person formed by or surviving such consolidation or merger (if other than such Subsidiary Guarantor) or to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that which such consolidation, merger, sale, assignment, transfer, lease, conveyanceconveyance or disposition will have been made shall not be subject to any Healthcare Regulations, other than those Healthcare Regulations which were applicable to such Subsidiary Guarantor prior to such consolidation or merger or such sale, assignment, transfer, lease, conveyance or disposition; and (vii) Company delivers to Facility Manager an Officers' Certificate and a legal opinion from counsel reasonably satisfactory to Facility Manager addressed to Facility Manager with respect to the foregoing matters. (c) In the event of a sale or disposition of all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise or a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor, then such Subsidiary Guarantor (in the event of a sale or other disposition, and if by way of a supplemental indenture is required in connection with such transactionmerger, such supplemental indentureconsolidation or otherwise, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion Capital Stock of such clause, Subsidiary Guarantor) or the corporation acquiring the property (b) in the event of a sale, transfer sale or other disposition of all of the assets between of such Subsidiary Guarantor) will be released and relieved of any obligations under its Subsidiary Guaranty; provided that the Net Proceeds of such sale or among other disposition are applied in accordance with the Company and any provisions of its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the Companysubsection 6.9.

Merger, Consolidation or Sale of Assets. (a) The Company shall will not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person Person, or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its properties the Company’s assets (determined on a consolidated basis for the Company and assets the Company’s Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (1) either: (A) the Company shall be the surviving or group of affiliated Personscontinuing corporation; or (B) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease lease, conveyance or other disposition of all or substantially all of the properties and assets of the Company and its of the Company’s Restricted Subsidiaries taken substantially as a whole to any other Person or group of affiliated Persons, unless at an entirety (the time and after giving effect thereto:“Surviving Entity”): (i) either: (A) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is shall be a corporation organized or and validly existing under the laws of the United States, States or any state of the United States State thereof or the District of Columbia;; and (ii) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Person formed by or surviving any such consolidation or merger (if other than Trustee), executed and delivered to the Company) or Trustee, the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations due and punctual payment of the Company under principal of, and premium, if any, interest and Liquidated Damages, if any, on all of the Notes and the performance of every covenant of the Notes, this Indenture and the Registration Rights Agreement pursuant on the part of the Company to agreements reasonably satisfactory to the Trusteebe performed or observed; (iii2) no Default immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B)(ii) of this Section 5.01(a) (including giving effect to any Indebtedness and Acquired Indebtedness incurred or Event anticipated to be incurred in connection with or in respect of Default exists; (iv) such transaction), the Company or such Surviving Entity, as the other Person formed by or surviving any such consolidation or merger (if other than the Company)case may be, or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) shall be permitted able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a4.09 hereof; (3) hereof or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company immediately before and its Restricted Subsidiaries immediately prior after giving effect to such transaction and the assumption contemplated by clause (1)(B)(ii) of this Section 5.01(a) (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred or be continuing; and (v4) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made Surviving Entity shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance, transfer, conveyance or other dispositiondisposition and, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with the requirements applicable provisions of this Indenture and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied withsatisfied. (b) Clause For purposes of the provisions of Section 5.01(a) hereof, the transfer (ivby lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (c) Notwithstanding clauses (1), (2) and (3) of Section 5.01(a) shall not apply to: (a) hereof, the Company may merge with an Affiliate that is a transaction Person that has no material assets or liabilities and which was organized solely for the principal purpose of which reorganizing the Company in another jurisdiction. (d) Each Guarantor (other than any Guarantor whose Guarantee is to change be released in accordance with the state of organization terms of the Guarantee and this Indenture in connection with any transaction complying with the provisions of Section 4.11 hereof) will not, and the Company and that does will not have as one of its purposes cause or permit any Guarantor to, consolidate with or merge with or into any Person other than the evasion of Company or any other Guarantor unless: (1) the entity formed by or surviving any such clause, consolidation or merger (bif other than the Guarantor) a or to which such sale, transfer lease, conveyance or other disposition shall have been made is a corporation organized and existing under the laws of assets between the United States or among any State thereof or the District of Columbia; (2) such entity assumes by supplemental indenture all of the obligations of the Guarantor on the Guarantee; (3) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (4) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company and any could satisfy the provisions of its Restricted Subsidiaries or Section 5.01(a)(2) hereof. (ce) any Any merger or consolidation of a Guarantor with and into the Company (with the Company being the surviving entity) or another Restricted Subsidiary into of the Company that is a Guarantor need only comply with the provisions of Section 5.01(a)(4) hereof. (f) The provisions of this Section 5.01 will not apply to the Company’s acquisition of ADVO, Inc. on the Issue Date.

Merger, Consolidation or Sale of Assets. (aA) The Company shall not, in a single transaction or a series of related transactions, : (1) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving Person); or (2) directly or indirectly, sell, assign, transfer, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its the Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (ia) either: : (A1) the Company is the surviving corporationPerson; or or (B2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, lease, transfer, conveyance conveyance, lease or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia, Luxembourg, Ireland or Canada; (iib) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, lease, transfer, conveyance conveyance, lease or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (iiic) immediately after such transaction, no Default or Event of Default exists; (ivd) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance conveyance, lease or other disposition has been made willwould, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (xi) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof ); or (yii) have had a Fixed Charge Coverage Ratio that would be greater than the actual Fixed Charge Coverage Ratio for such ratio for the Company and its Restricted Subsidiaries immediately prior to such transactionfour-quarter period; and (ve) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (B) Neither of the Subsidiary Issuers will consolidate or merge with or into another Person (whether or not such Subsidiary Issuer is the surviving Person) unless: (a) either: (1) such Subsidiary Issuer is the surviving Person; or (2) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Issuer) or to which such sale, assignment, leasetransfer, conveyance, transfer, lease or other dispositiondisposition has been made is an entity organized or existing under the laws of the United States, and any state of the United States or the District of Columbia, Luxembourg, Ireland or Canada; and, if such entity is not a supplemental indenture corporation, a co-obligor of the Notes is required in connection with a corporation organized or existing under any such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with.laws; (b) Clause the Person formed by or surviving any such consolidation or merger (ivif other than such Subsidiary Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Subsidiary Issuer under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; and (c) immediately after such transaction, no Default or Event of Default exists. Section 5.01(a5.01 (A) shall will not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a any sale, transfer assignment, transfer, conveyance, lease or other disposition of assets between or among the Company Issuers and any of its the Restricted Subsidiaries or (cSubsidiaries. Sections 5.01(A)(c) and 5.01(A)(d) will not apply to any merger or consolidation of the Company (1) with or into one of the Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing such Subsidiary Issuer in another jurisdiction. Section 5.01(B) will not apply to any merger or consolidation of any Subsidiary Issuer (1) with or into one of the Restricted Subsidiaries for any purpose so long as the surviving Person becomes a Restricted primary obligor of the Notes or (2) with or into an Affiliate solely for the purpose of reincorporating such Issuer in another jurisdiction so long as the surviving Person becomes a primary obligor of the Notes; provided that if such Person is not a corporation, a co-obligor of the Notes is a corporation organized or existing under the laws of the United States, any state of the United States or District of Columbia, Luxembourg, Canada or Ireland. The Person formed by or surviving any such consolidation or merger (if other than the Company or such Subsidiary into Issuer, as the Companycase may be) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made will be the successor to the Company or such Subsidiary Issuer, as the case may be, and shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Subsidiary Issuer, as the case may be, under this Indenture, and the Company or such Subsidiary Issuer, as the case may be, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes.

Merger, Consolidation or Sale of Assets. (a) The Company OI Group shall not, in a single any transaction or a series of related transactions, merge or consolidate with or merge with into, or, directly or into any other Person or indirectly, sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to to, any Person or group of affiliated Persons, or and OI Group shall not permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in an a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company OI Group and its Restricted Subsidiaries taken as Subsidiaries, on a whole consolidated basis, to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (i1) either: (Aa) OI Group or such Restricted Subsidiary, as the Company case may be, is the surviving corporation; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than OI Group or such Restricted Subsidiary) (the “Successor Company”) or to which such sale, assignment, lease, transfer, conveyance or other disposition has shall have been made is (a) in the case of a Restricted Subsidiary other than the Company, a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and (b) in the case of the Company, a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia or a corporation organized under the laws of a jurisdiction other than the United States or the District of Columbiaany state thereof; (ii2) the Successor Company (if other than OI Group or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of OI Group or such Restricted Subsidiary (if such Restricted Subsidiary is a Guarantor), as the case may be, under the Notes and this Indenture pursuant to agreements satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; and (4) OI Group or the Successor Company formed by or surviving any such consolidation or merger (if other than the Company) OI Group), or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Notesmade, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (iii) no Default or Event of Default exists; (iv) the Company or the other Person formed by or surviving any shall have, immediately after such consolidation or merger (if other than the Company)transaction, or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be equal to or greater than such ratio for the Company and its Restricted Subsidiaries OI Group immediately prior to such transaction; and . This Section 5.01 shall not apply to (vi) a merger or consolidation of OI Group, the Company or any of the Guarantors with or into any other Person formed by or surviving any such consolidation or merger (if other than of the Company), OI Group or to which such any of the Guarantors or the sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer lease or other disposition of assets between or among the Company Company, OI Group and any of the Guarantors and, (ii) a merger or consolidation of any Foreign Subsidiary with or into OI Group or any of its Restricted Subsidiaries or the sale, assignment, conveyance, transfer, lease or other disposition of assets from any Foreign Subsidiary to OI Group or any of its Restricted Subsidiaries and (ciii) any merger or consolidation of a Restricted Subsidiary into the CompanySpecified Modernization Transaction.

Merger, Consolidation or Sale of Assets. (a) The Company shall will not, in a single transaction directly or a series of related transactionsindirectly: (1) consolidate, consolidate with amalgamate or merge with or into any other another Person (whether or not the Company is the surviving corporation), convert into another form of entity or continue in another jurisdiction; or (2) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Personsassets, in one or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or more related transactions, in the aggregateto another Person, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect theretounless: (i1) either: (Aa) the Company is the surviving corporation; or (Bb) the Person (the “Successor Company”) formed by or surviving any such consolidation consolidation, amalgamation or merger or resulting from such conversion (if other than the Company) or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has been made is a corporation corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii2) the Person formed by or surviving any such consolidation conversion, consolidation, amalgamation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture and other agreements reasonably satisfactory to the Trustee; provided that, unless such Person is a corporation, a corporate co-issuer of the Notes will be added to this Indenture by agreements reasonably satisfactory to the Trustee; (iii3) immediately after such transaction no Default or Event of Default exists;; and (iv4) the Company or the other Person formed by or surviving any such consolidation consolidation, amalgamation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made willmade: (i) would have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction; (ii) would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a3.3(a); or (iii) hereof or (y) would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, have a Fixed Charge Coverage Ratio that would be greater is not less than such ratio for the Fixed Charged Coverage Ratio of the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v) . For purposes of this covenant, the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, assignment, transfer, or other dispositiondisposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if a supplemental indenture is required in connection with held by the Company instead of such transactionSubsidiaries, such supplemental indenture, comply with would constitute all or substantially all of the requirements of this Indenture properties and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the assets of the Company. The Successor Company will succeed to, and that does be substituted for, and may exercise every right and power of, the Company under this Indenture, but, in the case of a lease of all or substantially all its assets, the Company will not have as one be released from the obligation to pay the principal of, premium, if any, on and interest and Special Interest, if any, on, the Notes. Notwithstanding the preceding clause (4) of this Section 4.1, (x) any Restricted Subsidiary of the Company may consolidate with, merge into or transfer all or part of its purposes properties and assets to the evasion of such clauseCompany, (by) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (c) any merger or consolidation of may merge into a Restricted Subsidiary for the purpose of reincorporating the Company in another jurisdiction and (z) any Restricted Subsidiary may consolidate with, merge into the Companyor transfer all or part of its properties and assets to another Restricted Subsidiary.

Merger, Consolidation or Sale of Assets. (a) The Company shall Issuer will not, in a single transaction directly or a series of related transactions, indirectly: (i) consolidate with or merge with or into any other Person another Person; or (ii) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its the Issuer’s properties and or assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in (determined on a consolidated basis for the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company Issuer and its Restricted Subsidiaries taken as a whole Subsidiaries) in one or more related transactions to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (i1) either: : (A) the Company Issuer is the surviving corporationentity; or or (B) the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company Issuer, as the case may be, under the Notes, this Indenture Indenture, the Security Documents and the Registration Rights Intercreditor Agreement pursuant to agreements reasonably satisfactory to the TrusteeTrustee and the Series B Collateral Agent and shall cause (i) such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdiction as may be required by applicable law to preserve and protect the Lien on the Collateral pledged by the Issuer, together with such financing statements or other comparable documents as may be required to perfect any security interest in such Collateral which may be perfected by the filing of a financing statement or a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictions and (ii) the property and assets of the Person which is merged or consolidated with or into the successor, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, to be treated as after-acquired property and the successor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Security Documents in the manner and to the extent provided in the Security Documents and this Indenture, in each case in a form reasonably satisfactory to the Trustee and the Series B Collateral Agent; (iii3) immediately after such transaction, no Default or Event of Default exists;; and (iv4) (a) the Company Issuer or the other Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made willwould, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) period be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a4.07(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transactionhereof; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the Company.or

Merger, Consolidation or Sale of Assets. (a) The Company Suburban Propane shall not, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not Suburban Propane is the surviving Person); or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company Suburban Propane and its Restricted Subsidiaries taken as a whole to any other Person whole, in one or group of affiliated Personsmore related transactions to, unless at the time and after giving effect theretoanother Person; unless: (i) either: either (A) the Company Suburban Propane is the surviving corporation; Person, or (B) the Person formed by or surviving any such consolidation or merger (if other than the CompanySuburban Propane) or to which such sale, assignment, lease, transfer, conveyance or other disposition has shall have been made is a corporation corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the CompanySuburban Propane) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement Suburban Propane pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Securities and this Indenture; (iii) immediately after such transaction no Default or Event of Default exists;; and (iv) the Company Suburban Propane or the such other Person formed by or surviving any such consolidation or merger (if other than the CompanySuburban Propane), or to which such sale, assignment, lease, transfer, conveyance or other disposition has shall have been made willmade, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable fourFour-quarter periodQuarter Period, either (xA) will be permitted to incur at least $1.00 of additional any Indebtedness pursuant to the Fixed Charge Coverage Ratio test as may be set forth in Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply respect of the issuance of any series of Securities or (B) will otherwise be in compliance with the requirements applicable terms of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization supplemental indenture in respect of the Company and that does not have as one issuance of its purposes the evasion any series of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the CompanySecurities.

Merger, Consolidation or Sale of Assets. (a) The Company shall may not, in a single transaction directly or a series of related transactionsindirectly, consolidate with or merge with or into any other another Person (whether or not the Company is the surviving Person) or sell, assign, transfer, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and or assets to any Person in one or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or more related transactions, in the aggregateto another Person, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect theretounless: (i1) either: : (A) the Company is the surviving corporationPerson; or or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, transfer, conveyance or other disposition has been made is a corporation an entity organized or existing under the laws of the United StatesStates of America, any state of the United States thereof or the District of Columbia; provided that, if such entity is not a corporation, a co-obligor of the Notes is a corporation; (ii2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes by supplemental indenture and joinders all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably in form satisfactory to the Trustee; (iii3) immediately after such transaction no Default or Event of Default exists; (iv) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v4) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company)shall deliver, or cause to which such salebe delivered, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, transaction or other disposition, series of transactions and if a supplemental indenture is required in connection with such transaction, such the supplemental indenture, if any, in respect thereto comply with the requirements of this Indenture Section 5.01 and that all conditions precedent herein provided for relating to such transaction or series of transactions have been complied withsatisfied. (b) Clause The sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties or assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties or assets of the Company. (ivc) Upon any transaction or series of transactions that are of the type described in, and are effected in accordance with, conditions described in this Section 5.01, the surviving entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company or the Guarantor, as applicable, under this Indenture and the Notes with the same effect as if such surviving entity had been named as the Company or the Guarantor, as applicable, of the Notes; and when a surviving entity duly assumes all of the obligations and covenants of the Company or the Guarantor, as applicable, pursuant to this Indenture, the Notes and the Subsidiary Guarantee, the Company or the Guarantor, as applicable, or any other predecessor Person shall be relieved of such obligations. (d) Section 5.01(a) shall will not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a any sale, transfer assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and or any of its Restricted Subsidiaries or Consolidated Subsidiaries. Clause (c3) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company or a Restricted Subsidiary Guarantor with or into another Guarantor for any purpose or (2) the Companymerger of the Company or a Guarantor with or into an Affiliate solely for the purpose of reincorporating the Company or such Guarantor, as the case may be, in another jurisdiction under the laws of the United States, any state of the United States or the District of Columbia so long as the amount of Indebtedness of the Company and its Consolidated Subsidiaries is not increased thereby.