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

Consolidation, Merger and Sale of Assets. Neither GST nor GST USA shall consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person (other than a consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth; PROVIDED that, in connection with any such merger or consolidation, no consideration (other than Common Stock in the surviving Person, GST or GST USA) shall be issued or distributed to the stockholders of GST or GST USA) or permit any Person to merge with or into GST or GST USA unless: (i) GST or GST USA shall be the continuing Person, or the Person (if other than GST or GST USA) formed by such consolidation or into which GST or GST USA is merged or that acquired or leased such property and assets of GST or GST USA shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of GST or GST USA, as the case may be, on all of the Securities, the Intercompany Notes and the Security Guarantee and under this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a PRO FORMA basis, GST, GST USA or any Person becoming the successor obligor of the Securities or the Security Guarantee, as the case may be, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of GST or GST USA, as the case may be, immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a PRO FORMA basis GST or GST USA, as the case may be, or any Person becoming the successor obligor of the Securities or the Security Guarantee, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03(a); and (v) GST or GST USA, as the case may be, delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; PROVIDED, HOWEVER, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of GST or GST USA, as the case may be, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation of GST to a state in the United States or of GST USA to another state of the United States; and PROVIDED FURTHER that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. The restrictions and conditions described in the preceding paragraph shall also apply to the Company except that clauses (iii) and (iv) shall not apply to a merger or consolidation of GST USA and the Company or the sale, conveyance or other disposition of all or substantially all of the assets of the Company to GST USA.

Consolidation, Merger and Sale of Assets. Neither GST the Company nor GST USA shall the Guarantors will consolidate with, or merge with or into, into or sell, conveyassign, transfer, transfer or lease or otherwise dispose of all or substantially all of its property and their assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person (other than a consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth; PROVIDED that, in connection with any such merger or consolidation, no consideration (other than Common Stock in the surviving Person, GST or GST USA) shall be issued or distributed to the stockholders of GST or GST USA) or permit any Person to merge with or into GST or GST USA another person unless: (i1) GST or GST USA shall be the continuing Person, or the Person (if other than GST or GST USA) formed by such consolidation or into which GST or GST USA person is merged or that acquired or leased such property and assets of GST or GST USA shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, state thereof; (2) the person assumes by a supplemental indenture, executed and delivered in a form reasonably satisfactory to the Trustee, all of the obligations of GST the Company or GST USAsuch Guarantor, as the case may be, on relating to the Notes, the Guarantees and the Indenture, as the case may be; and (3) immediately after the transaction no Event of Default exists; provided that this clause (3) will not restrict or be applicable to a merger, consolidation or liquidation of a Guarantor with or into the Company or another Subsidiary that is wholly owned, directly or indirectly, by the Company that is, or concurrently with the completion of such merger, consolidation or liquidation becomes, a Guarantor or a Restricted Subsidiary that is wholly owned, directly or indirectly, by the Company. Upon any such consolidation, merger, sale, assignment or transfer, the successor corporation will be substituted for the Company or such Guarantor (including any merger or consolidation described in the proviso at the end of the immediately preceding sentence), as applicable, under the Indenture. The successor corporation may then exercise every power and right of the Company or such Guarantor under the Indenture, and the Company or such Guarantor, as applicable, will be released from all of its respective liabilities and obligations in respect of the Securities, the Intercompany Notes and the Security Guarantee and under this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a PRO FORMA basis, GST, GST USA . If the Company or any Person becoming Guarantor leases all or substantially all of its assets, the lessee corporation will be the successor obligor to the Company or such Guarantor and may exercise every power and right of the Securities Company or the Security Guaranteesuch Guarantor, as the case may be, shall have a Consolidated Net Worth equal to under the Indenture, but the Company or greater than the Consolidated Net Worth of GST or GST USAsuch Guarantor, as the case may be, immediately prior will not be released from its respective obligations to such transaction; (iv) immediately after giving effect to such transaction on a PRO FORMA basis GST or GST USA, as the case may be, or any Person becoming the successor obligor of the Securities or the Security Guarantee, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03(a); and (v) GST or GST USA, as the case may be, delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; PROVIDED, HOWEVER, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of GST or GST USA, as the case may be, whose determination shall be evidenced by a Board Resolution, pay the principal purpose of such transaction is to change and premium, if any, and interest, if any, on the jurisdiction of incorporation of GST to a state in the United States or of GST USA to another state of the United States; and PROVIDED FURTHER that any such transaction shall not have as one of its purposes the evasion of the foregoing limitationsNotes. The restrictions and conditions described in the preceding paragraph shall also apply to the Company except that clauses (iii) and (iv) shall not apply to a merger or consolidation of GST USA and the Company or the sale, conveyance or other disposition of all or substantially all of the assets of the Company to GST USA.ARTICLE SIX

Consolidation, Merger and Sale of Assets. (a) Neither GST the Parent Guarantor nor GST USA shall the Company will, in any Transaction (x) consolidate with, with or merge with or intointo any other Person or (y) sell, or sellassign, convey, transfer, lease or otherwise dispose of all or substantially all of its property properties and assets to any Person, or (as an entirety in the case of clause (y)) permit any of the Restricted Subsidiaries to enter into any Transaction, if such Transaction, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially an entirety in one transaction or all of the properties and assets of (A) the Parent Guarantor, the Company and the Restricted Subsidiaries on a series of related transactions) to, Consolidated basis to any other Person (other than the Company or one or more Restricted Subsidiaries) or (B) the Company and the Restricted Subsidiaries constituting Subsidiaries of the Company on a consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth; PROVIDED that, in connection with Consolidated basis to any such merger or consolidation, no consideration other Person (other than Common Stock in one or more such Restricted Subsidiaries) unless at the surviving Person, GST or GST USA) shall be issued or distributed to the stockholders of GST or GST USA) or permit any Person to merge with or into GST or GST USA unlesstime and after giving effect thereto: (i1) GST or GST USA shall be the continuing Person, or either (a) the Person (if other than GST the Parent Guarantor or GST USAthe Company) formed by such consolidation or into which GST the Parent Guarantor or GST USA the Company is merged or that acquired the Person which acquires by sale, assignment, conveyance, transfer, lease or leased disposition all or substantially all of such property properties and assets of GST or GST USA shall (the “Surviving Entity”) will be a corporation corporation, limited liability company or limited partnership duly organized and validly existing under the laws of the United States of America America, any state thereof or any jurisdiction thereof the District of Columbia or (b) the Parent Guarantor or the Company will be the Surviving Entity; (2) if the Company is merging into, consolidating with or disposing of assets and is not the Surviving Entity, (a) the Surviving Entity (including if the Surviving Entity is the Parent Guarantor) shall expressly assume, by a supplemental indenture, executed and delivered in a form reasonably satisfactory to the Trustee, all of the obligations of GST or GST USAthe Company under the Notes and this Indenture and (b) if the Surviving Entity is a limited partnership, as the case may be, on all then a Subsidiary of the Securities, Surviving Entity that is a corporation or a limited liability company shall execute a supplemental indenture pursuant to which it shall become a co-obligor of the Intercompany Surviving Entity’s obligations under the Notes and the Security Guarantee and under this Indenture; (ii3) immediately after giving effect if the Parent Guarantor is merging into, consolidating with or disposing of assets and is not the Surviving Entity, the Surviving Entity (including if the Surviving Entity is the Company) shall expressly assume, by a supplemental indenture, in a form reasonably satisfactory to such transactionthe Trustee, no Default all the obligations of the Parent Guarantor under this Indenture and, if the Surviving Entity is not the Company or Event a Guarantor, under the Parent Guarantor’s Guarantee of Default shall have occurred and be continuingthe Notes; (iii4) except in the case (a) a Restricted Subsidiary merges into, consolidates with or disposes of assets to the Company or the Parent Guarantor or (b) the Company or the Parent Guarantor merges into, consolidates with or disposes of assets to a Guarantor (or, in the case of the Parent Guarantor, the Company), immediately after giving effect to such transaction on a PRO FORMA basispro forma basis (and treating any Indebtedness not previously an obligation of the Parent Guarantor, GST, GST USA the Company or any Person becoming Restricted Subsidiary which becomes the successor obligor obligation of the Securities Parent Guarantor, the Company or any Restricted Subsidiary as a result of such transaction as having been incurred at the Security Guarantee, as the case may be, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth time of GST or GST USA, as the case may be, immediately prior to such transaction), no Default or Event of Default will have occurred and be continuing; (iv5) except in the case (a) a Restricted Subsidiary merges into, consolidates with or disposes of assets to the Company or the Parent Guarantor or (b) the Company or the Parent Guarantor merges into, consolidates with or disposes of assets to a Guarantor (or, in the case of the Parent Guarantor, the Company), immediately after giving effect to such transaction on a PRO FORMA pro forma basis GST or GST USA, as (on the case may be, or any Person becoming assumption that the successor obligor transaction occurred on the first day of the Securities four- quarter period for which financial statements are available ending immediately prior to the consummation of such transaction with the appropriate adjustments with respect to the transaction being included in such pro forma calculation), either (i) the Parent Guarantor (or the Security GuaranteeSurviving Entity if the Parent Guarantor is merging into, as consolidating with or disposing of assets and is not the case may be, Surviving Entity) could Incur at least on the first day following such four-quarter period incur $1.00 of additional Indebtedness (other than Permitted Debt) under Section 4.07 or (ii) the first paragraph Consolidated Fixed Charge Coverage Ratio for the Parent Guarantor (or the Surviving Entity if the Parent Guarantor is merging into, consolidating with or disposing of assets and is not the Surviving Entity) would be at least as great as the Consolidated Fixed Charge Coverage for the Parent Guarantor immediately prior to such transactions; (6) if the Company is merging into, consolidating with or disposing of assets and is not the Surviving Entity, at the time of the transaction, each Guarantor, if any, unless it is the other party to the transactions described above, will have by supplemental indenture confirmed that its Guarantee shall apply to the Surviving Entity’s obligations under this Indenture and the Notes; (7) at the time of the transaction, if any of the property or assets of the Parent Guarantor, the Company or any Restricted Subsidiary would thereupon become subject to any Lien, Section 4.03(a)4.10 is complied with; and (v8) at the time of the transaction, the Parent Guarantor or (if the Parent Guarantor is merging into, consolidating with or disposing of assets and is not the Surviving Entity) GST the Surviving Entity will have delivered, or GST USAcaused to be delivered, as the case may be, delivers to the Trustee an Officers' ’ Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and an Opinion of Counsel, in each case stating to the effect that such consolidation, merger merger, transfer, sale, assignment, conveyance, transfer, lease or transfer other transaction and such the supplemental indenture complies in respect thereof comply with this provision and that all conditions precedent provided Indenture. (b) Except for herein relating to such transaction have been complied with; PROVIDED, HOWEVER, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of GST or GST USA, as the case may be, any Subsidiary Guarantor whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction Guarantee is to change be released in accordance with this Indenture in connection with a transaction complying with Section 10.04, each Subsidiary Guarantor will not, and the jurisdiction of incorporation of GST to a state in the United States or of GST USA to another state of the United States; and PROVIDED FURTHER that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. The restrictions and conditions described in the preceding paragraph shall also apply to the Company except that clauses (iii) and (iv) shall not apply to a merger or consolidation of GST USA Parent Guarantor and the Company will not permit a Subsidiary Guarantor to, in a Transaction, consolidate with or merge with or into any other Person (other than the Parent Guarantor, the Company or any other Subsidiary Guarantor) or (y) sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person (other than the Parent Guarantor, the Company or any other Subsidiary Guarantor), unless at the time and after giving effect thereto: (1) one of the following is true: (a) a Subsidiary Guarantor or the Parent Guarantor will be the continuing Person in the case of a consolidation or merger involving the Subsidiary Guarantor; or (b) the Person (if other than a Subsidiary Guarantor, the Parent Guarantor or the Company) formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person (if other than a Subsidiary Guarantor, the Parent Guarantor or the Company) which acquires by sale, conveyance assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Subsidiary Guarantor (the “Surviving Guarantor Entity”) will be a corporation, limited liability company, limited liability partnership, partnership, trust or other entity duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Guarantee of the Notes and this Indenture, and such Guarantee of such Surviving Guarantor Entity and this Indenture will remain in full force and effect; or (c) the Transaction, at the time thereof, is an Asset Sale and is effected in compliance with Section 4.11, to the extent applicable thereto; (2) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default will have occurred and be continuing; and (3) at the time of the transaction or the Parent Guarantor will have delivered, or caused to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, lease or other transaction and the supplemental indenture in respect thereof comply with this Indenture; provided that this Section 5.01(b) shall not apply to any Subsidiary Guarantor whose Guarantee of the Notes is unconditionally released and discharged in accordance with this Indenture. (c) In the event of any Transaction described in and complying with the conditions listed in paragraph (a) or (b) of this Section 5.01 in which the Company or any Guarantor, as the case may be, is not the continuing Person, the successor Person formed or remaining or to GST USAwhich such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Indenture with the same effect as if such successor had been named as the Company or such Guarantor, as the case may be, herein and shall be substituted for the Company or such Guarantor, as the case may be (so that from and after the date of such Transaction, the provisions of this Indenture referring to the “Company” or “such Guarantor,” as the case may be, shall refer instead to the successor and not to the Company or such Guarantor, as the case may be) and (except in the case of a lease) the Company or such Guarantor, as the case may be, shall be discharged and released from all obligations and covenants under this Indenture and the Notes or its Guarantee, as the case may be. The Trustee shall enter into a supplemental indenture to evidence the succession and substitution of such successor and such discharge and release of the Company or such Guarantor, as the case may be. (d) Notwithstanding paragraphs (a) and (b) of this Section 5.01, the Company or any Guarantor may merge with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing the Company or Guarantor in another jurisdiction to realize tax or other benefits or converting the Company or any Guarantor to an entity that is, or is taxable for federal income tax purposes as, a corporation or a combination of the foregoing.

Consolidation, Merger and Sale of Assets. Neither GST nor GST USA shall The Company may consolidate with, or merge with or intointo any other corporation, or selllease, convey, transfer, lease sell or otherwise dispose of transfer all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) toto any corporation, any Person (other than a consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth; PROVIDED that, in connection with any such merger or consolidation, no consideration (other than Common Stock in the surviving Person, GST or GST USA) shall be issued or distributed to the stockholders of GST or GST USA) or permit any Person to merge with or into GST or GST USA unlessif: (ia) GST or GST USA shall be the continuing Person, or the Person (if other than GST or GST USA) corporation formed by such consolidation or into which GST the Company is merged, or GST USA is merged the corporation which acquires by lease, sale or that acquired transfer all or leased such substantially all of the Company’s property and assets of GST or GST USA shall be a corporation assets, is organized and validly existing under the laws of the United States of America, any State in the United States of America or the District of Columbia; (b) the corporation formed by such consolidation or into which the Company is merged, or the corporation which acquires by lease, sale or transfer all or substantially all of the Company’s property and assets, agrees to pay the principal of, and any jurisdiction thereof premium and shall expressly assumeinterest on, the Securities and perform and observe all covenants and conditions of this Indenture by executing and delivering to the Trustee a supplemental indenture, executed and delivered to the Trustee, all of the obligations of GST or GST USA, as the case may be, on all of the Securities, the Intercompany Notes and the Security Guarantee and under this Indenture;; and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iiic) immediately after giving effect to such transaction on and treating indebtedness for borrowed money which becomes the Company’s obligation or an obligation of a PRO FORMA basisRestricted Subsidiary as a result of such transaction as having been incurred by the Company or such Restricted Subsidiary at the time of such transaction, GSTno Event of Default, GST USA and no event which, after notice or lapse of time or both, would become an Event of Default, has happened and is continuing. If, upon any such consolidation or merger, or upon any such lease, sale or transfer as provided above, any Principal Property or any Person becoming the successor obligor capital stock or indebtedness of the Securities or the Security Guaranteeany Restricted Subsidiary, as the case may be, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of GST or GST USA, as the case may be, owned immediately prior to the transaction, would thereupon become subject to any mortgage, security interest, pledge or lien securing any indebtedness for borrowed money of, or guaranteed by, such transaction; other corporation (iv) immediately after giving effect other than any mortgage, security interest, pledge or lien permitted as described in Section 4.06), the Company, prior to such transaction on a PRO FORMA basis GST consolidation, merger, lease, sale or GST USAtransfer, as the case may bewill, or any Person becoming the successor obligor of the Securities or the Security Guarantee, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03(a); and (v) GST or GST USA, as the case may be, delivers by executing and delivering to the Trustee an Officers' Certificate (attaching a supplemental indenture, secure the arithmetic computations to demonstrate compliance with clauses (iii) due and (iv)) and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; PROVIDED, HOWEVER, that clauses (iii) and (iv) above do not apply if, in the good faith determination punctual payment of the Board of Directors of GST or GST USAprincipal of, as the case may be, whose determination shall be evidenced by a Board Resolutionand any premium and interest on, the principal purpose of such transaction is to change the jurisdiction of incorporation of GST to a state in the United States or of GST USA to another state of the United States; and PROVIDED FURTHER that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. The restrictions and conditions described in the preceding paragraph shall also apply to Securities (together with, if the Company except that clauses (iii) and (iv) shall not apply to a merger so determine, any other indebtedness of, or consolidation of GST USA and guaranteed by, the Company or any Restricted Subsidiary and then existing or thereafter created) equally and ratably with (or, at the saleCompany’s option, conveyance prior to) the indebtedness secured by such mortgage, security interest, pledge or lien. Upon any consolidation by the Company with or merger by the Company into any other disposition corporation or any lease, sale or transfer of all or substantially all of the property and assets of the Company in accordance with this Section 5.01, the successor corporation formed by such consolidation or into which the Company is merged or to GST USAwhich such lease, sale or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor corporation shall be relieved of all obligations and covenants under this Indenture and the Securities.

Consolidation, Merger and Sale of Assets. Neither GST nor GST USA shall The Company may consolidate with, or merge with or intointo any other corporation, or selllease, convey, transfer, lease sell or otherwise dispose of transfer all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person (other than a consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth; PROVIDED that, in connection with any such merger or consolidation, no consideration (other than Common Stock in the surviving Person, GST or GST USA) shall be issued or distributed to the stockholders of GST or GST USA) or permit any Person to merge with or into GST or GST USA unlessif: (ia) GST or GST USA shall be the continuing Person, or the Person (if other than GST or GST USA) corporation formed by such consolidation or into which GST the Company is merged, or GST USA is merged the party which acquires by lease, sale or that acquired transfer all or leased such substantially all of the Company’s property and assets of GST or GST USA shall be is a corporation organized and validly existing under the laws of the United States, any state in the United States or the District of America Columbia; (b) the corporation formed by such consolidation or into which the Company is merged, or the party which acquires by lease, sale or transfer all or substantially all of the Company’s property and assets, agrees to pay the principal of, and any jurisdiction thereof premium and shall expressly assumeinterest on, the Securities and perform and observe all covenants and conditions of this Indenture by executing and delivering to the Trustee a supplemental indenture, executed and delivered to the Trustee, all of the obligations of GST or GST USA, as the case may be, on all of the Securities, the Intercompany Notes and the Security Guarantee and under this Indenture;; and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iiic) immediately after giving effect to such transaction on and treating indebtedness for borrowed money which becomes the Company’s obligation or an obligation of a PRO FORMA basisRestricted Subsidiary as a result of such transaction as having been incurred by the Company or such Restricted Subsidiary at the time of such transaction, GSTno Event of Default, GST USA and no event which, after notice or lapse of time or both, would become an Event of Default, has happened and is continuing. If, upon any such consolidation or merger, or upon any such lease, sale or transfer as provided above, any Principal Property or any Person becoming the successor obligor shares of the Securities capital stock or the Security Guaranteeindebtedness of any Restricted Subsidiary, as the case may be, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of GST or GST USA, as the case may be, owned immediately prior to the transaction, would thereupon become subject to any mortgage, security interest, pledge or lien securing any indebtedness for borrowed money of, or guaranteed by, such transaction; other corporation or party (iv) immediately after giving effect other than any mortgage, security interest, pledge or lien permitted as described Section 4.06 hereof), the Company, prior to such transaction on a PRO FORMA basis GST consolidation, merger, lease, sale or GST USAtransfer, as the case may bewill, or any Person becoming the successor obligor of the Securities or the Security Guarantee, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03(a); and (v) GST or GST USA, as the case may be, delivers by executing and delivering to the Trustee an Officers' Certificate (attaching a supplemental indenture, secure the arithmetic computations to demonstrate compliance with clauses (iii) due and (iv)) and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; PROVIDED, HOWEVER, that clauses (iii) and (iv) above do not apply if, in the good faith determination punctual payment of the Board of Directors of GST or GST USAprincipal of, as the case may be, whose determination shall be evidenced by a Board Resolutionand any premium and interest on, the principal purpose of such transaction is to change the jurisdiction of incorporation of GST to a state in the United States or of GST USA to another state of the United States; and PROVIDED FURTHER that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. The restrictions and conditions described in the preceding paragraph shall also apply to Securities (together with, if the Company except that clauses (iii) and (iv) shall not apply to a merger decides, any other indebtedness of, or consolidation of GST USA and guaranteed by, the Company or any Restricted Subsidiary and then existing or thereafter created) equally and proportionately with (or, at the saleCompany’s option, conveyance prior to) the indebtedness secured by such mortgage, security interest, pledge or other disposition of all or substantially all of the assets of the Company to GST USAlien.

Consolidation, Merger and Sale of Assets. Neither GST nor GST USA (a) The Parent Guarantor shall not consolidate with, with or merge with or into, or sell, convey, transfer, transfer or lease or otherwise dispose of all or substantially all of its property properties and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, to any Person (other than a consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth; PROVIDED that, in connection with any such merger or consolidation, no consideration (other than Common Stock in the surviving Person, GST or GST USA) shall be issued or distributed to the stockholders of GST or GST USA) or permit any Person to merge with or into GST or GST USA unless: (i) GST the resulting surviving or GST USA shall be the continuing Person, or the transferee Person (if other than GST or GST USAthe “Successor Company”) formed by such consolidation or into which GST or GST USA is merged or that acquired or leased such property and assets of GST or GST USA shall be a corporation organized duly incorporated and validly existing under the laws of any member state of the European Union on January 1, 2004, the United States of America America, any State thereof, or any jurisdiction thereof the District of Columbia and the Successor Company (if not the Parent Guarantor) shall expressly assume, by a supplemental indenture, executed and delivered to the Trusteeagreement, all of the obligations of GST or GST USA, as the case may be, on all of Parent Guarantor under the Securities, the Intercompany Notes and the Security Guarantee and under this IndentureFacility Agreement; (ii) immediately after giving pro forma effect to such transaction or series of transactions (and treating any obligation of the Parent Guarantor or any Restricted Subsidiary Incurred in connection with or as a result of such transaction or series of transactions as having been Incurred by the Parent Guarantor or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving pro forma effect to such transaction on a PRO FORMA basis, GST, GST USA or any Person becoming series of transactions either (A) the successor obligor of the Securities Parent Guarantor (or the Security Guarantee, as Successor Company if the case may be, Parent Guarantor is not the continuing obligor under this Facility Agreement) could Incur at least €1.00 of additional Indebtedness under the provisions of Section 4.06(a) or (B) the Consolidated Leverage Ratio shall have a Consolidated Net Worth equal to or not be greater than the Consolidated Net Worth of GST or GST USA, as the case may be, it was immediately prior to such transactiontransaction or series of transactions; (iv) immediately after giving effect any Guarantor, unless it is the other party to the transactions described above, shall have by supplemental agreement confirmed that its Guarantee will apply to such Person’s obligations under this Facility Agreement and the Notes unless such Guarantee shall be released in connection with the transaction on a PRO FORMA basis GST or GST USA, as the case may be, or any Person becoming the successor obligor of the Securities or the Security Guarantee, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03(a)and otherwise in compliance with this Facility Agreement; and (v) GST the Parent Guarantor or GST USA, as the case may be, delivers Successor Company shall have delivered to the Trustee Holders, an Officers' Officer’s Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer, and if a supplemental agreement is required in connection with such transaction, such supplemental agreement, comply with the requirements of this Facility Agreement; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to matters of fact. (b) The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its properties and assets to any Person unless: (i) the resulting surviving or transferee Person shall be a corporation duly incorporated and validly existing under the laws of any member state of the European Union on January 1, 2004, the United States of America, any State thereof, or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by a supplemental agreement, all the obligations of the Company under the Notes and this Facility Agreement; (ii) immediately after giving pro forma effect to such transaction or series of transactions (and treating any obligation of the Company or any Restricted Subsidiary Incurred in connection with or as a result of such transaction or series of transactions as having been Incurred by the Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving pro forma effect to such transaction or series of transactions either (A) the Company (or the Successor Company if the Company is not the continuing obligor under this Facility Agreement) could Incur at least €1.00 of additional Indebtedness under the provisions of Section 4.06(a) or (B) the Consolidated Leverage Ratio shall not be greater than it was immediately prior to such transaction or series of transactions; (iv) any Guarantor, unless it is the other party to the transactions described above, shall have by supplemental agreement confirmed that its Guarantee will apply to such Person’s obligations under this Facility Agreement and the Notes unless such Guarantee shall be released in connection with the transaction and otherwise in compliance with this Facility Agreement; and (v) the Company or the Successor Company shall have delivered to the Holders, an Officer’s Certificate and an Opinion of Counsel, each case to the effect that such consolidation, merger or transfer, and if a supplemental agreement is required in connection with such transaction, such supplemental agreement, comply with the requirements of this Facility Agreement; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to matters of fact. (c) The Parent Guarantor will not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless: (i) the resulting, surviving or transferee Person shall be a Person organized and existing under the laws of any state that is member state of the European Union on January 1, 2004, under the laws of the United States of America, or any State thereof or the District of Columbia, and such Person shall expressly assume, by a Guarantee Agreement, in a form satisfactory to the Holders, all the obligations of such Subsidiary Guarantor, if any, under its Subsidiary Guarantee; (ii) immediately after giving pro forma effect to such transactions (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been Incurred by such Person at the time of such transaction), no Default shall have occurred and be continuing; and (iii) the Parent Guarantor shall have delivered to the Holders an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture Guarantee Agreement, if any, complies with this provision Facility Agreement. (d) The following additional conditions shall apply to each transaction described in the above paragraphs: (i) the Parent Guarantor, the Company, each Subsidiary Guarantor or the relevant Surviving Entity, as applicable, will cause such amendments or other instruments to be filed and that all conditions precedent provided for herein relating recorded in such jurisdictions as may be required by applicable law to preserve and protect the Second Priority Liens under the Security Documents on the Collateral owned by or transferred to such transaction have been complied withPerson, together with such financing statements or similar documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant states or other similar filing under any other applicable law; (ii) the Collateral owned by or transferred to the Parent Guarantor, the Company, each Subsidiary Guarantor or the Successor Company, as applicable, shall: (A) continue to constitute Collateral under the Security Documents; PROVIDED, HOWEVER, that clauses and (B) not be subject to any Lien other than Liens permitted by this Facility Agreement and the Security Documents; (iii) the assets of the Person which is merged or consolidated with or into the relevant Successor Company, to the extent required by the terms of the Security Documents, shall be treated as after acquired property and such Successor Company shall take such action as may be reasonably necessary to cause such assets to be made subject to the Liens under the Security Documents in the manner and to the extent required by the Security Documents. (ive) above do not apply ifThe Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the relevant obligor under this Facility Agreement, but, in the good faith determination case of the Board of Directors of GST or GST USA, as the case may be, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation of GST to a state in the United States or of GST USA to another state of the United States; and PROVIDED FURTHER that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. The restrictions and conditions described in the preceding paragraph shall also apply to the Company except that clauses (iii) and (iv) shall not apply to a merger or consolidation of GST USA and the Company or the sale, conveyance or other disposition lease of all or substantially all of the assets of Parent Guarantor’s assets, the Parent Guarantor, the Company and each Subsidiary Guarantor shall not be released from the obligation to GST USApay the principal of and interest, and Additional Amounts, if any, on the Notes.

Consolidation, Merger and Sale of Assets. Neither GST nor GST USA shall The Company may: (1) consolidate with, or merge with or into, into another Person; or (2) sell, conveyassign, transfer, lease convey or otherwise dispose of all or substantially all of its property the Company’s properties or assets and assets (Subsidiaries taken as an entirety or substantially an entirety a whole, in one transaction or a series of more related transactions, to another Person; if: (1) to, either: (a) the Company is the surviving corporation; or (b) the Person formed by or surviving any Person (other than a such consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth; PROVIDED that, in connection with any such merger or consolidation, no consideration (other than Common Stock in the surviving Person, GST or GST USA) shall be issued or distributed to the stockholders of GST or GST USA) or permit any Person to merge with or into GST or GST USA unless: (i) GST or GST USA shall be the continuing Person, or the Person (if other than GST the Company) or GST USA) formed by to which such consolidation sale, assignment, transfer, conveyance or into which GST or GST USA other disposition has been made is merged or that acquired or leased such property and assets of GST or GST USA shall be a corporation organized and validly or existing under the laws of the United States, any state of the United States or the District of America Columbia (any such Person, the “Successor Company”); (2) the Successor Company assumes all the obligations of the Company under the Securities and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; and (3) immediately after such transaction no Default exists. The Successor Company will be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor company shall be released from its obligations with respect to the Securities, including with respect to its obligation to pay the principal of and interest on the Securities. If, upon any such consolidation or merger, or upon any such sale, assignment, transfer, conveyance or disposal as provided above, any property, assets or any jurisdiction thereof and shall expressly assumeshares of stock or Indebtedness or other obligations of any Restricted Subsidiary or any Principal Property, owned immediately prior to the transaction, would thereupon become subject to any Lien securing Indebtedness of, or guaranteed by, such other Person (other than as permitted by this Indenture), the Company, prior to such consolidation, merger, sale, assignment, transfer, conveyance or disposal, will, by executing and delivering to the Trustee a supplemental indenture, executed secure the due and delivered to the Trustee, all punctual payment of the obligations of GST or GST USAprincipal of, as the case may be, on all of the Securitiesand any premium and interest on, the Intercompany Notes and Securities (together with, if the Security Guarantee and under this Indenture; (ii) immediately after giving effect to such transactionCompany decides, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a PRO FORMA basis, GST, GST USA or any Person becoming the successor obligor of the Securities or the Security Guarantee, as the case may be, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of GST or GST USA, as the case may be, immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a PRO FORMA basis GST or GST USA, as the case may beother Indebtedness of, or any Person becoming the successor obligor of the Securities or the Security Guaranteeguaranteed by, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03(a); and (v) GST or GST USA, as the case may be, delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; PROVIDED, HOWEVER, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of GST or GST USA, as the case may be, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation of GST to a state in the United States or of GST USA to another state of the United States; and PROVIDED FURTHER that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. The restrictions and conditions described in the preceding paragraph shall also apply to the Company except that clauses (iii) and (iv) shall not apply to a merger or consolidation of GST USA and the Company or any Restricted Subsidiary and then existing or thereafter created) equally and proportionately with the saleIndebtedness secured by such mortgage, conveyance security interest, pledge or other disposition of all or substantially all of the assets of the Company to GST USAlien.

Consolidation, Merger and Sale of Assets. Neither GST nor GST USA (a) The Parent shall not consolidate with, with or merge with or into, or sell, convey, transfer, lease transfer or otherwise dispose of all or substantially all of its and its Subsidiaries’ (taken as a whole) property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person (other than a consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth; PROVIDED that, in connection with any such merger or consolidation, no consideration (other than Common Stock in the surviving Person, GST or GST USA) shall be issued or distributed to the stockholders of GST or GST USA) or permit any Person to merge with or into GST or GST USA the Parent unless: (i1) GST or GST USA the Parent shall be the continuing Person, or the Person (if other than GST or GST USAthe Parent ) formed by such consolidation or into which GST or GST USA the Parent is merged or that acquired or leased such property and assets of GST or GST USA the Parent shall be a corporation corporation, limited liability company, partnership (including a limited partnership) or trust organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of GST or GST USA, as the Parent on its Guaranty and under this Indenture (provided that in the case may beof a limited liability company, on partnership (including a limited partnership) or trust, solely to the extent required by the 2024 Notes, there shall also be a corporation organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof which shall expressly jointly with such limited liability company, partnership (including a limited partnership) or trust, assume, by a supplemental indenture, executed and delivered to the Trustee, all of the Securities, obligations of the Intercompany Notes and the Security Guarantee Parent on its Guaranty and under this Indenture); (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) immediately after giving effect to such transaction and any related financing transactions as if the same had occurred at the beginning of the applicable Four Quarter Period, on a PRO FORMA basis, GST, GST USA or any Person becoming pro forma basis the successor obligor of the Securities or the Security Guarantee, as the case may be, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of GST or GST USA, as the case may be, immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a PRO FORMA basis GST or GST USA, as the case may beIssuers, or any Person becoming the successor obligor of the Securities or the Security GuaranteeNotes, as the case may be, (a) could Incur at least $1.00 of Indebtedness under the first paragraph paragraphs (a) and (c) of Section 4.03(a)10.6 or (b) could incur at least $1.00 of Indebtedness under paragraph (a) of Section 10.6 and the Interest Coverage Ratio would improve; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary; and (v4) GST or GST USA, as the case may be, Parent delivers to the Trustee an Officers' Officer’s Certificate (attaching the arithmetic computations to demonstrate compliance with clauses clause (iii3) above) and (iv)) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision Section 14.1 and that all conditions precedent provided for herein relating to such transaction have been complied with; PROVIDEDwith and, HOWEVERwith respect to the Opinion of Counsel, that clauses the supplemental indenture constitutes a valid and binding obligation enforceable against the Parent, or the Person (iiiif other than the Parent) formed by such consolidation or into which the Parent is merged or that acquired all or substantially all of the Parent’s and its Subsidiaries’ property and assets; provided, however, that clause (iv3) above do does not apply if, in the good faith determination of the Board of Directors of GST or GST USA, as the case may beParent, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation of GST to a state in the United States or of GST USA to another state of domicile of the United StatesParent; and PROVIDED FURTHER provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. The restrictions and conditions described (b) Except in the preceding paragraph case of Sabra Capital after it ceases to be an Issuer pursuant to Article 15, the Parent shall also apply not permit either Issuer to consolidate with or merge with or into, or convey or transfer, in one transaction or a series of transactions, all or substantially all of its assets to any Person, unless: (i) the resulting, surviving or transferee Person (if not such Issuer) shall be a Person organized and existing under the laws of the jurisdiction under which such Issuer was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and (ii) such Person shall expressly assume, by a supplemental indenture, all the obligations of such Issuer under the Notes; (2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and (3) the Parent delivers to the Company except Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that clauses (iii) and (iv) shall not apply to a such consolidation, merger or consolidation transfer and such supplemental indenture, if any, complies with this Indenture and, with respect to the Opinion of GST USA Counsel, that the supplemental indenture constitutes a valid and binding obligation enforceable against the Issuers, the Parent and the Company surviving Persons. (c) Upon any such consolidation, combination or merger of an Issuer or the Parent, or any such sale, conveyance conveyance, transfer or other disposition of all or substantially all of the assets of an Issuer in accordance with this Section 14.1, in which such Issuer or the Company Parent is not the continuing obligor under the Notes or its Guaranty, the surviving entity formed by such consolidation or into which such Issuer or the Parent is merged or the entity to GST USAwhich the sale, conveyance, transfer or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, such Issuer or the Parent under this Indenture and the Notes and the Guaranty with the same effect as if such surviving entity had been named therein as such Issuer or the Parent and such Issuer or the Parent, as the case may be, shall be released from the obligation to pay the principal of and interest on the Notes or in respect of its Guaranty, as the case may be, and all of such Issuer’s or the Parent’s other obligations and covenants under the Notes, this Indenture and its Guaranty, if applicable. (d) Notwithstanding any of the foregoing and for the avoidance of doubt, the lease of all or substantially all of the assets of the Parent and its Subsidiaries shall not be subject to this Section 14.1.”

Consolidation, Merger and Sale of Assets. Neither GST nor GST USA (a) The Parent Guarantor shall not consolidate with, with or merge with or into, or sell, convey, transfer, transfer or lease or otherwise dispose of all or substantially all of its property properties and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, to any Person (other than a consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth; PROVIDED that, in connection with any such merger or consolidation, no consideration (other than Common Stock in the surviving Person, GST or GST USA) shall be issued or distributed to the stockholders of GST or GST USA) or permit any Person to merge with or into GST or GST USA unless: (i) GST the resulting surviving or GST USA shall be the continuing Person, or the transferee Person (if other than GST or GST USAthe “Successor Company”) formed by such consolidation or into which GST or GST USA is merged or that acquired or leased such property and assets of GST or GST USA shall be a corporation organized duly incorporated and validly existing under the laws of any member state of the European Union on January 1, 2004, the United States of America America, any State thereof, or any jurisdiction thereof the District of Columbia and the Successor Company (if not the Parent Guarantor) shall expressly assume, by a supplemental indenture, executed and delivered to the Trusteeagreement, all of the obligations of GST or GST USA, as the case may be, on all of Parent Guarantor under the Securities, the Intercompany Notes and the Security Guarantee and under this IndentureFinance Documents to which it is party; (ii) immediately after giving pro forma effect to such transaction or series of transactions (and treating any obligation of the Parent Guarantor or any Restricted Subsidiary Incurred in connection with or as a result of such transaction or series of transactions as having been Incurred by the Parent Guarantor or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving pro forma effect to such transaction on a PRO FORMA basis, GST, GST USA or any Person becoming series of transactions either (A) the successor obligor of the Securities Parent Guarantor (or the Security Guarantee, as Successor Company if the case may be, Parent Guarantor is not the continuing obligor under the Finance Documents) could Incur at least €1.00 of additional Indebtedness under the provisions of Section 4.06(a) or (B) the Consolidated Leverage Ratio shall have a Consolidated Net Worth equal to or not be greater than the Consolidated Net Worth of GST or GST USA, as the case may be, it was immediately prior to such transactiontransaction or series of transactions; (iv) immediately after giving effect any Guarantor, unless it is the other party to the transactions described above, shall have by supplemental agreement confirmed that its Guarantee will apply to such transaction on a PRO FORMA basis GST or GST USA, as the case may be, or any Person becoming the successor obligor of the Securities or the Security Guarantee, as the case may be, could Incur at least $1.00 of Indebtedness Person’s obligations under the first paragraph of Section 4.03(a)Finance Documentsunless such Guarantee shall be released in connection with the transaction and otherwise in compliance with the Finance Documents; and (v) GST the Parent Guarantor or GST USA, as the case may be, delivers Successor Company shall have delivered to the Trustee Agent, an Officers' Officer’s Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer, and if a supplemental agreement is required in connection with such transaction, such supplemental agreement, comply with the requirements of the Finance Documents; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to matters of fact. (b) The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its properties and assets to any Person unless: (i) the resulting surviving or transferee Person shall be a corporation duly incorporated and validly existing under the laws of any member state of the European Union on January 1, 2004, the United States of America, any State thereof, or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by a supplemental agreement, all the obligations of the Company under the Finance Documents; (ii) immediately after giving pro forma effect to such transaction or series of transactions (and treating any obligation of the Company or any Restricted Subsidiary Incurred in connection with or as a result of such transaction or series of transactions as having been Incurred by the Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving pro forma effect to such transaction or series of transactions either (A) the Company (or the Successor Company if the Company is not the continuing obligor under this Agreement) could Incur at least €1.00 of additional Indebtedness under the provisions of Section 4.06(a) or (B) the Consolidated Leverage Ratio shall not be greater than it was immediately prior to such transaction or series of transactions; (iv) any Guarantor, unless it is the other party to the transactions described above, shall have by supplemental agreement confirmed that its Guarantee will apply to such Person’s obligations under the Finance Documents unless such Guarantee shall be released in connection with the transaction and otherwise in compliance with the Finance Documents; and (v) the Company or the Successor Company shall have delivered to the Holders, an Officer’s Certificate and an Opinion of Counsel, each case to the effect that such consolidation, merger or transfer, and if a supplemental agreement is required in connection with such transaction, such supplemental agreement, comply with the requirements of the Finance Documents; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to matters of fact. (c) The Parent Guarantor will not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless: (i) the resulting, surviving or transferee Person shall be a Person organized and existing under the laws of any state that is member state of the European Union on January 1, 2004, under the laws of the United States of America, or any State thereof or the District of Columbia, and such Person shall expressly assume, by a Guarantee Agreement, in a form satisfactory to the Creditors, all the obligations of such Subsidiary Guarantor, if any, under its Subsidiary Guarantee; (ii) immediately after giving pro forma effect to such transactions (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been Incurred by such Person at the time of such transaction), no Default shall have occurred and be continuing; and (iii) the Parent Guarantor shall have delivered to the Agent an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture Guarantee Agreement, if any, complies with this provision Note Purchase Agreement. (d) The following additional conditions shall apply to each transaction described in the above paragraphs: (i) the Parent Guarantor, the Company, each Subsidiary Guarantor or the relevant Surviving Entity, as applicable, will cause such amendments or other instruments to be filed and that all conditions precedent provided for herein relating recorded in such jurisdictions as may be required by applicable law to preserve and protect the Second Priority Liens under the Security Documents on the Collateral owned by or transferred to such transaction have been complied withPerson, together with such financing statements or similar documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant states or other similar filing under any other applicable law; (ii) the Collateral owned by or transferred to the Parent Guarantor, the Company, each Subsidiary Guarantor or the Successor Company, as applicable, shall: (A) continue to constitute Collateral under the Security Documents; PROVIDED, HOWEVER, that clauses and (B) not be subject to any Lien other than Liens permitted by the Finance Documents; (iii) the assets of the Person which is merged or consolidated with or into the relevant Successor Company, to the extent required by the terms of the Security Documents, shall be treated as after acquired property and such Successor Company shall take such action as may be reasonably necessary to cause such assets to be made subject to the Liens under the Security Documents in the manner and to the extent required by the Security Documents. (ive) above do not apply ifThe Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the relevant obligor under the Finance Documents, but, in the good faith determination case of the Board of Directors of GST or GST USA, as the case may be, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation of GST to a state in the United States or of GST USA to another state of the United States; and PROVIDED FURTHER that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. The restrictions and conditions described in the preceding paragraph shall also apply to the Company except that clauses (iii) and (iv) shall not apply to a merger or consolidation of GST USA and the Company or the sale, conveyance or other disposition lease of all or substantially all of the assets of Parent Guarantor’s assets, the Parent Guarantor, the Company and each Subsidiary Guarantor shall not be released from the obligation to GST USApay the principal of and interest, and Additional Amounts, if any, on the Notes.

Consolidation, Merger and Sale of Assets. Neither GST nor GST USA (a) The Company shall not consolidate with, with or merge with or into, into any other Person or sell, convey, transfer, transfer or lease or otherwise dispose of all or substantially all of its property properties and assets (substantially as an entirety or substantially an entirety entirety, in one transaction or a series of related transactions) to, directly or indirectly, to any Person (other than a consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth; PROVIDED that, in connection with any such merger or consolidation, no consideration (other than Common Stock in the surviving Person, GST or GST USA) and shall be issued or distributed to the stockholders of GST or GST USA) or not permit any Person to consolidate with or merge with or into GST or GST USA the Company, unless: (i) GST or GST USA either the Company shall be the continuing surviving company in any merger or consolidation, or, if the Company consolidates with or merges into another Person or conveys or transfers or leases its properties and assets substantially as an entirety, in one transaction or a series of related transactions, directly or indirectly, to any Person, or the such successor Person (if other than GST or GST USA) formed by such consolidation or into which GST or GST USA is merged or that acquired or leased such property and assets of GST or GST USA shall be a corporation an entity organized and validly existing under the laws of the United States of America or any jurisdiction state thereof and shall expressly assumeor the District of Columbia or any Specified Jurisdiction; provided that in the case where such successor Person is not a corporation, by a supplemental indenture, executed and delivered to the Trustee, all co-obligor of the obligations of GST or GST USA, as the case may be, on all of the Securities, the Intercompany Notes and the Security Guarantee and under this Indentureis a corporation; (ii) immediately after giving effect the successor Person, if other than the Company, expressly assumes all of the Company’s obligations in respect of this Indenture and the Notes pursuant to such transaction, no Default or Event of Default shall have occurred and be continuinga supplemental indenture; (iii) immediately after giving effect each Subsidiary Guarantor (unless it is the other party to such transaction on a PRO FORMA basis, GST, GST USA or any Person becoming the successor obligor of the Securities or the Security Guarantee, as the case may be, transactions above) shall have a Consolidated Net Worth equal by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to or greater the obligations of such Person, if other than the Consolidated Net Worth Company, in respect of GST or GST USA, as this Indenture and the case may be, immediately prior to such transactionNotes; (iv) immediately after giving effect to such transaction on a PRO FORMA basis GST the consolidation, merger, conveyance, transfer or GST USAlease, as the case may be, there exists no Default or any Person becoming the successor obligor Event of the Securities or the Security Guarantee, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03(a)Default; and (v) GST or GST USA, as the case may be, delivers Company shall have delivered to the Trustee an Officers' ’ Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies (if any) comply with this provision and that all conditions precedent provided for herein relating to such transaction have been complied withIndenture; PROVIDEDprovided, HOWEVERhowever, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of GST or GST USA, as the case may be, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation of GST to a state in the United States or of GST USA to another state of the United States; and PROVIDED FURTHER that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. The restrictions and conditions described in the preceding paragraph shall also apply to the Company except that clauses (iii) and (iv) this Section 5.1 shall not apply to a merger the direct or consolidation indirect conveyance, transfer or lease of GST USA and all or any portion of the stock, assets or liabilities of any Restricted Subsidiary of the Company to the Company or to any of the Company’s other Restricted Subsidiaries. Subject to the foregoing sentence, any debt which becomes an obligation of the Company or any Subsidiary of the Company as a result of any transaction described by this Section 5.1 shall be treated as having been Incurred by the Company or such Subsidiary at the time of such transaction. For purposes of this Section 5.1, the sale, conveyance lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more of the Company’s Subsidiaries, 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 consolidated basis, shall be deemed to GST USAbe the transfer of all or substantially all of the properties and assets of the Company. (b) The predecessor Person shall be released from its obligations under this Indenture and the successor Person 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 or substantially all its assets, the predecessor Person shall not be released from the obligation to pay the principal of and interest and Additional Interest, if any, on the Notes.

Consolidation, Merger and Sale of Assets. Neither GST nor GST USA shall (a) The Issuer may consolidate with, or merge with or intointo any other Person, or selllease, convey, transfer, lease sell or otherwise dispose of transfer all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person (other than a consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth; PROVIDED that, in connection with any such merger or consolidation, no consideration (other than Common Stock in the surviving Person, GST or GST USA) shall be issued or distributed to the stockholders of GST or GST USA) or permit any Person to merge with or into GST or GST USA unlessif: (i) GST or GST USA shall be the continuing Person, or the Person (if other than GST or GST USA) formed by such consolidation or into which GST the Issuer is merged, or GST USA is merged the party which acquires by lease, sale or that acquired transfer all or leased such substantially all of the Issuer’s property and assets of GST or GST USA shall be is a corporation Person organized and validly existing under the laws of the United States, any state in the United States or the District of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of GST or GST USA, as the case may be, on all of the Securities, the Intercompany Notes and the Security Guarantee and under this IndentureColumbia; (ii) immediately after giving effect the Person formed by such consolidation or into which the Issuer is merged, or the party which acquires by lease, sale or transfer all or substantially all of the Issuer’s property and assets, agrees to such transactionpay the principal of, no Default or Event and any premium and interest on, the Notes and perform and observe all covenants and conditions of Default shall have occurred this Indenture by executing and be continuing;delivering to the Trustee a supplemental indenture; and (iii) immediately after giving effect to such transaction on and treating indebtedness for borrowed money which becomes the Issuer’s obligation or an obligation of a PRO FORMA basisRestricted Subsidiary as a result of such transaction as having been incurred by the Issuer or such Restricted Subsidiary at the time of such transaction, GSTno Event of Default, GST USA and no event which, after notice or lapse of time or both, would become an Event of Default, has happened and is continuing. (b) The Guarantor may not consolidate with or merge into any other Person, or lease, sell or transfer all or substantially all of its property and assets unless the Person becoming formed by such consolidation or into which the successor obligor Guarantor is merged, or the party which acquires by lease, sale or transfer all or substantially all of the Securities Guarantor’s property and assets (i) is a Person organized and existing under the laws of the United States, any state in the United States or the Security GuaranteeDistrict of Columbia, as (ii) agrees to assume all the case may be, shall have obligations of the Guarantor by executing and delivering to the Trustee a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of GST or GST USA, as the case may be, immediately prior to such transaction; supplemental indenture and (iviii) immediately after giving effect to such transaction on a PRO FORMA basis GST transaction, no Event of Default, and no event which, after notice or GST USAlapse of time or both, as the case may bewould become an Event of Default, has happened and is continuing. (c) If, upon any such consolidation or merger, or upon any Person becoming the successor obligor of the Securities or the Security Guaranteesuch lease, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03(a); and (v) GST or GST USA, as the case may be, delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and Opinion of Counsel, in each case stating that such consolidation, merger sale or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; PROVIDED, HOWEVER, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of GST or GST USA, as the case may be, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation of GST to a state in the United States or of GST USA to another state of the United States; and PROVIDED FURTHER that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. The restrictions and conditions described in the preceding paragraph shall also apply to the Company except that clauses (iii) and (iv) shall not apply to a merger or consolidation of GST USA and the Company or the sale, conveyance or other disposition of all or substantially all of the Issuer’s or the Guarantor’s assets as provided above, any Principal Property or any shares of capital stock or indebtedness of any Restricted Subsidiary, owned immediately prior to the transaction, would thereupon become subject to any mortgage, security interest, pledge or lien securing any indebtedness for borrowed money of, or guaranteed by, such other Person (other than any mortgage, security interest, pledge or lien permitted as described in Section 4.5 hereof), the Issuer and the Guarantor, prior to such consolidation, merger, lease, sale or transfer, shall, by executing and delivering to the Trustee a supplemental indenture, secure the due and punctual payment of the Company to GST USAprincipal of, and any premium and interest on, the Notes (together with, if the Issuer or the Guarantor decides, any other indebtedness of, or guaranteed by, the Issuer or Guarantor or any of their respective Restricted Subsidiaries then existing or thereafter created) equally and ratably with (or, at the Issuer’s or the Guarantor’s option, prior to) the indebtedness secured by such mortgage, security interest, pledge or lien. (d) In the event of any transaction described in and complying with the conditions listed in Sections 5.1 (a) or (b) in which the Issuer or Guarantor, as applicable, 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, as applicable, the Issuer, and the Issuer shall be discharged from its obligations under this Indenture and the Notes, or the Guarantor, and the Guarantor shall be discharged from its obligations under this Indenture and the Guarantee.

Consolidation, Merger and Sale of Assets. Neither GST nor GST USA (a) The Company shall not consolidate with, with or merge with or into, into any other Person or sell, convey, transfer, transfer or lease or otherwise dispose of all or substantially all of its property properties and assets (substantially as an entirety or substantially an entirety entirety, in one transaction or a series of related transactions) to, directly or indirectly, to any Person (other than a consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth; PROVIDED that, in connection with any such merger or consolidation, no consideration (other than Common Stock in the surviving Person, GST or GST USA) and shall be issued or distributed to the stockholders of GST or GST USA) or not permit any Person to consolidate with or merge with or into GST or GST USA the Company, unless: (i) GST or GST USA either the Company shall be the continuing surviving company in any merger or consolidation, or, if the Company consolidates with or merges into another Person or conveys or transfers or leases its properties and assets substantially as an entirety, in one transaction or a series of related transactions, directly or indirectly, to any Person, or the such successor Person (if other than GST or GST USA) formed by such consolidation or into which GST or GST USA is merged or that acquired or leased such property and assets of GST or GST USA shall be a corporation an entity organized and validly existing under the laws of the United States of America or any jurisdiction state thereof and shall expressly assumeor the District of Columbia or any Specified Jurisdiction; provided that in the case where such successor Person is not a corporation, by a supplemental indenture, executed and delivered to the Trustee, all co-obligor of the obligations of GST or GST USA, as the case may be, on all of the Securities, the Intercompany Notes and the Security Guarantee and under this Indentureis a corporation; (ii) immediately after giving effect the successor Person, if other than the Company, expressly assumes all of the Company’s obligations in respect of this Indenture and the Notes pursuant to such transaction, no Default or Event of Default shall have occurred and be continuinga supplemental indenture; (iii) immediately after giving effect each Subsidiary Guarantor (unless it is the other party to such transaction on a PRO FORMA basis, GST, GST USA or any Person becoming the successor obligor of the Securities or the Security Guarantee, as the case may be, transactions above) shall have a Consolidated Net Worth equal by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to or greater the obligations of such Person, if other than the Consolidated Net Worth Company, in respect of GST or GST USA, as this Indenture and the case may be, immediately prior to such transactionNotes; (iv) immediately after giving effect to such transaction on a PRO FORMA basis GST the consolidation, merger, conveyance, transfer or GST USAlease, as the case may be, there exists no Default or any Person becoming the successor obligor Event of the Securities or the Security Guarantee, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03(a)Default; and (v) GST or GST USA, as the case may be, delivers Company shall have delivered to the Trustee an Officers' ’ Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies (if any) comply with this provision and that all conditions precedent provided for herein relating to such transaction have been complied withIndenture; PROVIDEDprovided, HOWEVERhowever, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of GST or GST USA, as the case may be, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation of GST to a state in the United States or of GST USA to another state of the United States; and PROVIDED FURTHER that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. The restrictions and conditions described in the preceding paragraph shall also apply to the Company except that clauses (iii) and (iv) this Section 5.1 shall not apply to a merger the direct or consolidation indirect conveyance, transfer or lease of GST USA and all or any portion of the stock, assets or liabilities of any Restricted Subsidiary of the Company to the Company or to any of the Company’s other Restricted Subsidiaries. Subject to the foregoing sentence, any debt which becomes an obligation of the Company or any Subsidiary of the Company as a result of any transaction described by this Section 5.1 shall be treated as having been Incurred by the Company or such Subsidiary at the time of such transaction. For purposes of this Section 5.1, the sale, conveyance lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more of the Company’s Subsidiaries, 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 consolidated basis, shall be deemed to GST USAbe the transfer of all or substantially all of the properties and assets of the Company. (b) The predecessor Person shall be released from its obligations under this Indenture and the successor Person 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 or substantially all its assets, the predecessor Person shall not be released from the obligation to pay the principal of and interest and Additional Interest, if any, on the Notes.

Consolidation, Merger and Sale of Assets. Neither GST nor GST USA The Company ---------------------------------------- shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person (other than a consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth; PROVIDED that, in connection with any such merger or consolidation, no consideration (other than Common Stock in the surviving Person, GST or GST USA) shall be issued or distributed to the stockholders of GST or GST USA) or permit any Person to merge with or into GST or GST USA the Company unless: : (i) GST or GST USA the Company shall be the continuing Person, or the Person (if other than GST or GST USAthe Company) formed by such consolidation or into which GST or GST USA the Company is merged or that acquired or leased such property and assets of GST or GST USA the Company shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of GST or GST USA, as the case may be, Company on all of the Securities, the Intercompany Notes and the Security Guarantee and under this Indenture; ; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; ; (iii) immediately after giving effect to such transaction on a PRO FORMA pro forma basis, GST, GST USA the Company or any Person becoming the successor obligor of the Securities Notes (including any Person which would, after giving effect to the merger or consolidation, properly classify the Security GuaranteeCompany as a Subsidiary in accordance with GAAP, as and which expressly guarantees the case may be, obligations of the Company under the Notes through a supplemental indenture) shall have a Consolidated Net Worth equal to or greater than 90% of the Consolidated Net Worth of GST or GST USA, as the case may be, Company immediately prior to such transaction; ; (iv) immediately after giving effect to such transaction on a PRO FORMA basis GST or GST USApro forma basis, as the case may beCompany, or any Person becoming the successor obligor of the Securities Notes (including any Person which would, after giving effect to the merger or consolidation, properly classify the Security GuaranteeCompany as a Subsidiary in accordance with GAAP, and which expressly guarantees the obligations of the Company under the Notes through a supplemental indenture), as the case may be, could Incur at least $1.00 shall have a Consolidated Leverage Ratio not greater than 110% of Indebtedness under the first paragraph Consolidated Leverage Ratio of Section 4.03(a)the Company immediately prior to the transaction; and provided, however, that this clause (iv) shall not apply to a consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth; and (v) GST or GST USA, as the case may be, Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies comply with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; PROVIDEDprovided, HOWEVERhowever, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of GST or GST USA, as the case may beCompany, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction state of incorporation of GST to a state the Company; provided further that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the United States surviving Person or of GST USA the Company) shall be issued or distributed to another state the stockholders of the United StatesCompany; and PROVIDED FURTHER provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. The restrictions and conditions described in the preceding paragraph shall also apply to the Company except that clauses (iii) and (iv) shall not apply to a merger or consolidation of GST USA and the Company or the sale, conveyance or other disposition of all or substantially all of the assets of the Company to GST USA.

Consolidation, Merger and Sale of Assets. Neither GST nor GST USA The indenture will provide that we shall not consolidate with, with or merge with or into, or sell, convey, transfer, transfer or lease or otherwise dispose of all or substantially all of its property the consolidated properties and assets (of us and our direct or indirect subsidiaries, taken as an entirety or substantially an entirety in one transaction or a series of related transactions) towhole, any Person to another person (other than a consolidation one or merger with more of our direct or into a Wholly Owned Restricted Subsidiary with a positive net worth; PROVIDED thatindirect wholly owned subsidiaries), in connection with any such merger or consolidation, no consideration (other than Common Stock in the surviving Person, GST or GST USA) shall be issued or distributed to the stockholders of GST or GST USA) or permit any Person to merge with or into GST or GST USA unless: unless (i) GST the resulting, surviving or GST USA shall be the continuing Person, or the Person transferee person (if other than GST or GST USAnot us) formed by such consolidation or into which GST or GST USA is merged or that acquired or leased such property and assets of GST or GST USA shall be a corporation organized and validly existing under the laws of the United States of America America, any State thereof or any jurisdiction thereof the District of Columbia, and shall such corporation (if not us) expressly assume, assumes by a supplemental indenture, executed and delivered to the Trustee, indenture all of our obligations under the obligations of GST or GST USA, as the case may be, on all of the Securities, the Intercompany Notes notes and the Security Guarantee indenture; and under this Indenture; (ii) immediately after giving effect to such transaction, no Default default or Event event of Default shall have default has occurred and be continuing; (iii) immediately after giving effect to such transaction on a PRO FORMA basis, GST, GST USA or any Person becoming the successor obligor of the Securities or the Security Guarantee, as the case may be, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of GST or GST USA, as the case may be, immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a PRO FORMA basis GST or GST USA, as the case may be, or any Person becoming the successor obligor of the Securities or the Security Guarantee, as the case may be, could Incur at least $1.00 of Indebtedness is continuing under the first paragraph of Section 4.03(a); and (v) GST or GST USA, as the case may be, delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and Opinion of Counsel, in each case stating that indenture. Upon any such consolidation, merger or sale, conveyance, transfer or lease, the resulting, surviving or transferee person (if not us or any of our direct or indirect wholly owned subsidiaries) shall succeed to, and such supplemental may exercise every right and power of, ours under the notes and the indenture, and we shall be discharged from our obligations under the notes and the indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; PROVIDED, HOWEVER, that clauses (iii) and (iv) above do not apply if, except in the good faith determination case of the Board of Directors of GST or GST USA, as the case may be, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation of GST to a state in the United States or of GST USA to another state of the United States; and PROVIDED FURTHER that any such transaction shall not have as one lease. Although these types of its purposes transactions will be permitted under the evasion indenture, certain of the foregoing limitationstransactions could constitute a fundamental change permitting each holder to require us to repurchase the notes of such holder as described above. The restrictions and conditions described in the preceding paragraph shall also apply This covenant includes a phrase relating to the Company except that clauses (iii) and (iv) shall not apply to a merger or consolidation of GST USA and the Company or the sale, conveyance conveyance, transfer and lease of ‘‘all or substantially all’’ of the consolidated assets of us and our subsidiaries. There is no precise, established definition of the phrase ‘‘all or substantially all’’ under applicable law. Accordingly, whether a sale, conveyance, transfer or lease of less than all of the consolidated assets of us and our subsidiaries, taken as a whole, constitutes a sale or other disposition of ‘‘all or substantially all all’’ may be uncertain. This ‘‘—Consolidation, Merger and Sale of Assets’’ section replaces the section of the assets accompanying prospectus under the heading ‘‘Description of Debt Securities—Consolidation, Merger or Sale’’ in its entirety. Each of the Company following is an event of default with respect to GST USA.the notes:

Consolidation, Merger and Sale of Assets. Neither GST nor GST USA shall consolidate Consolidate with, or merge with or into, any other Person or sell, convey, transfersell, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series assets, unless each of related transactions) to, any Person (other than a consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth; PROVIDED that, in connection with any such merger or consolidation, no consideration (other than Common Stock in the surviving Person, GST or GST USA) shall be issued or distributed to the stockholders of GST or GST USA) or permit any Person to merge with or into GST or GST USA unlessfollowing conditions is satisfied: (ia) GST or GST USA shall be the continuing Person, or the Person (if other than GST or GST USA) The entity formed by such consolidation or into which GST or GST USA such Subsidiary Guarantor is merged or that acquired the Person which acquires by conveyance or leased such property and transfer substantially all of the assets of GST or GST USA shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and such Subsidiary Guarantor as an entirety shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, assume all of the obligations of GST or GST USA, as the case may be, on all of the Securities, the Intercompany Notes such Subsidiary Guarantor under this Guarantee Agreement and the Security other Transaction Documents pursuant to a written supplement to this Guarantee and under this Indenture;Agreement executed in accordance with Article VIII. (iib) immediately Immediately prior to and after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;continuing and the Agent shall have received a certificate from an Executive Officer to such effect. (iiic) immediately after giving effect The Agent shall have received an opinion of counsel regarding the merged or consolidated entity, the legality, validity and enforceability of this Guarantee Agreement and the other Transaction Documents, the title to such transaction on a PRO FORMA basis, GST, GST USA or any Person becoming the successor obligor related Vessels and the priority of the Securities or the Security GuaranteeMortgages, as the case may be, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of GST or GST USA, as the case may be, immediately prior to such transaction;applicable. (ivd) immediately after giving effect to such transaction on a PRO FORMA basis GST Upon any consolidation or GST USA, as the case may bemerger, or any Person becoming the successor obligor of the Securities or the Security Guarantee, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03(a); and (v) GST or GST USA, as the case may be, delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and Opinion of Counsel, in each case stating that such consolidation, merger conveyance or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; PROVIDED, HOWEVER, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of GST or GST USA, as the case may be, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation of GST to a state in the United States or of GST USA to another state of the United States; and PROVIDED FURTHER that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. The restrictions and conditions described in the preceding paragraph shall also apply to the Company except that clauses (iii) and (iv) shall not apply to a merger or consolidation of GST USA and the Company or the sale, conveyance or other disposition of all or substantially all of the assets of such Subsidiary Guarantor as an entirety in accordance with this Section 5.12, the Company successor entity formed by such consolidation or into which such Subsidiary Guarantor is merged or to GST USAwhich such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, such Subsidiary Guarantor under this Guarantee Agreement and the other Transaction Documents with the same effect as if such successor entity had been named as a Subsidiary Guarantor herein. No such conveyance or transfer of substantially all of the assets of such Subsidiary Guarantor as an entirety shall have the effect of releasing such Subsidiary Guarantor or any successor entity which shall theretofore have become such in the manner prescribed in this Section 5.12 from its liability hereunder. Nothing in this Section 5.12 shall restrict the Subsidiary Guarantors from chartering the Vessels so long as such charters are not bareboat charters for a period in excess of ten (10) years, except with respect to bareboat charters of the Third Lien Vessels so long as MARAD is the first mortgagee thereon, which shall not be subject to any such restriction.

Consolidation, Merger and Sale of Assets. (a) Neither GST the Parent Guarantor nor GST USA shall the Company will, in any Transaction (x) consolidate with, with or merge with or intointo any other Person or (y) sell, or sellassign, convey, transfer, lease or otherwise dispose of all or substantially all of its property properties and assets to any Person, or (as an entirety in the case of clause (y)) permit any of the Restricted Subsidiaries to enter into any Transaction, if such Transaction, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially an entirety in one transaction or all of the properties and assets of (A) the Parent Guarantor, the Company and the Restricted Subsidiaries on a series of related transactions) to, Consolidated basis to any other Person (other than the Company or one or more Restricted Subsidiaries) or (B) the Company and the Restricted Subsidiaries constituting Subsidiaries of the Company on a consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth; PROVIDED that, in connection with Consolidated basis to any such merger or consolidation, no consideration other Person (other than Common Stock in one or more such Restricted Subsidiaries) unless at the surviving Person, GST or GST USA) shall be issued or distributed to the stockholders of GST or GST USA) or permit any Person to merge with or into GST or GST USA unlesstime and after giving effect thereto: (i1) GST or GST USA shall be the continuing Person, or either (a) the Person (if other than GST the Parent Guarantor or GST USAthe Company) formed by such consolidation or into which GST the Parent Guarantor or GST USA the Company is merged or that acquired the Person which acquires by sale, assignment, conveyance, transfer, lease or leased disposition all or substantially all of such property properties and assets of GST or GST USA shall (the “Surviving Entity”) will be a corporation corporation, limited liability company or limited partnership duly organized and validly existing under the laws of the United States of America America, any state thereof or any jurisdiction thereof the District of Columbia or (b) the Parent Guarantor or the Company will be the Surviving Entity; (2) if the Company is merging into, consolidating with or disposing of assets and is not the Surviving Entity, (a) the Surviving Entity (including if the Surviving Entity is the Parent Guarantor) shall expressly assume, by a supplemental indenture, executed and delivered in a form reasonably satisfactory to the Trustee, all of the obligations of GST or GST USAthe Company under the Notes, the Base Indenture (as it relates to the case may beNotes) and this Supplemental Indenture and (b) if the Surviving Entity is a limited partnership, on all then a Subsidiary of the SecuritiesSurviving Entity that is a corporation or a limited liability company shall execute a supplemental indenture pursuant to which it shall become a co-obligor of the Surviving Entity’s obligations under the Notes, the Intercompany Notes Base Indenture (as it relates to the Notes) and the Security Guarantee and under this Supplemental Indenture; (ii3) immediately after giving effect if the Parent Guarantor is merging into, consolidating with or disposing of assets and is not the Surviving Entity, the Surviving Entity (including if the Surviving Entity is the Company) shall expressly assume, by a supplemental indenture, in a form reasonably satisfactory to such transactionthe Trustee, no Default all the obligations of the Parent Guarantor under this Supplemental Indenture and the Base Indenture (as it relates to the Notes) and, if the Surviving Entity is not the Company or Event a Guarantor, under the Parent Guarantor’s Guarantee of Default shall have occurred and be continuingthe Notes; (iii4) except in the case (a) a Restricted Subsidiary merges into, consolidates with or disposes of assets to the Company or the Parent Guarantor or (b) the Company or the Parent Guarantor merges into, consolidates with or disposes of assets to a Guarantor (or, in the case of the Parent Guarantor, the Company), immediately after giving effect to such transaction on a PRO FORMA basispro forma basis (and treating any Indebtedness not previously an obligation of the Parent Guarantor, GST, GST USA the Company or any Person becoming Restricted Subsidiary which becomes the successor obligor obligation of the Securities Parent Guarantor, the Company or any Restricted Subsidiary as a result of such transaction as having been incurred at the Security Guarantee, as the case may be, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth time of GST or GST USA, as the case may be, immediately prior to such transaction), no Default or Event of Default will have occurred and be continuing; (iv5) except in the case (a) a Restricted Subsidiary merges into, consolidates with or disposes of assets to the Company or the Parent Guarantor or (b) the Company or the Parent Guarantor merges into, consolidates with or disposes of assets to a Guarantor (or, in the case of the Parent Guarantor, the Company), immediately after giving effect to such transaction on a PRO FORMA pro forma basis GST or GST USA, as (on the case may be, or any Person becoming assumption that the successor obligor transaction occurred on the first day of the Securities four-quarter period for which financial statements are available ending immediately prior to the consummation of such transaction with the appropriate adjustments with respect to the transaction being included in such pro forma calculation), either (i) the Parent Guarantor (or the Security GuaranteeSurviving Entity if the Parent Guarantor is merging into, as consolidating with or disposing of assets and is not the case may be, Surviving Entity) could Incur at least on the first day following such four-quarter period incur $1.00 of additional Indebtedness (other than Permitted Debt) under Section 4.07 or (ii) the first paragraph Consolidated Fixed Charge Coverage Ratio for the Parent Guarantor (or the Surviving Entity if the Parent Guarantor is merging into, consolidating with or disposing of assets and is not the Surviving Entity) would be at least as great as the Consolidated Fixed Charge Coverage for the Parent Guarantor immediately prior to such transactions; (6) if the Company is merging into, consolidating with or disposing of assets and is not the Surviving Entity, at the time of the transaction, each Guarantor, if any, unless it is the other party to the transactions described above, will have by a supplemental indenture confirmed that its Guarantee shall apply to the Surviving Entity’s obligations under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes; (7) at the time of the transaction, if any of the property or assets of the Parent Guarantor, the Company or any Restricted Subsidiary would thereupon become subject to any Lien, Section 4.03(a)4.10 is complied with; and (v8) at the time of the transaction, the Parent Guarantor or (if the Parent Guarantor is merging into, consolidating with or disposing of assets and is not the Surviving Entity) GST the Surviving Entity will have delivered, or GST USAcaused to be delivered, as the case may be, delivers to the Trustee an Officers' ’ Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and an Opinion of Counsel, in each case stating to the effect that such consolidation, merger merger, transfer, sale, assignment, conveyance, transfer, lease or transfer other transaction and such the supplemental indenture complies in respect thereof comply with this provision Supplemental Indenture and that all conditions precedent provided the Base Indenture (as it relates to the Notes). (b) Except for herein relating to such transaction have been complied with; PROVIDED, HOWEVER, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of GST or GST USA, as the case may be, any Subsidiary Guarantor whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction Guarantee is to change be released in accordance with this Supplemental Indenture in connection with a transaction complying with Section 9.04, each Subsidiary Guarantor will not, and the jurisdiction of incorporation of GST to a state in the United States or of GST USA to another state of the United States; and PROVIDED FURTHER that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. The restrictions and conditions described in the preceding paragraph shall also apply to the Company except that clauses (iii) and (iv) shall not apply to a merger or consolidation of GST USA Parent Guarantor and the Company will not permit a Subsidiary Guarantor to, in a Transaction, consolidate with or merge with or into any other Person (other than the Parent Guarantor, the Company or any other Subsidiary Guarantor) or (y) sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person (other than the Parent Guarantor, the Company or any other Subsidiary Guarantor), unless at the time and after giving effect thereto: (1) one of the following is true: (a) a Subsidiary Guarantor or the Parent Guarantor will be the continuing Person in the case of a consolidation or merger involving the Subsidiary Guarantor; or (b) the Person (if other than a Subsidiary Guarantor, the Parent Guarantor or the Company) formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person (if other than a Subsidiary Guarantor, the Parent Guarantor or the Company) which acquires by sale, conveyance assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Subsidiary Guarantor (the “Surviving Guarantor Entity”) will be a corporation, limited liability company, limited liability partnership, partnership, trust or other entity duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Guarantee of the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture, and such Guarantee of such Surviving Guarantor Entity and the Indenture will remain in full force and effect; or (c) the Transaction, at the time thereof, is an Asset Sale and is effected in compliance with Section 4.11, to the extent applicable thereto; (2) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default will have occurred and be continuing; and (3) at the time of the transaction or the Parent Guarantor will have delivered, or caused to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, lease or other transaction and the supplemental indenture in respect thereof comply with this Supplemental Indenture; provided that this Section 5.01(b) shall not apply to any Subsidiary Guarantor whose Guarantee of the Notes is unconditionally released and discharged in accordance with this Supplemental Indenture and the Base Indenture (as it relates to the Notes). (c) In the event of any Transaction described in and complying with the conditions listed in paragraph (a) or (b) of this Section 5.01 in which the Company or any Guarantor, as the case may be, is not the continuing Person, the successor Person formed or remaining or to GST USA.which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under the Base Indenture (as it relates to the Notes), this Supplemental Indenture and the Notes with the same effect as if such successor had been named as the Company or such Guarantor, as the case may be, herein and shall be substituted for the Company or such Guarantor, as the case may be (so that from and after the date of such Transaction, the provisions of the Base Indenture (as it relates to the Notes), this Supplemental Indenture and the Notes referring to the “Company” or “such Guarantor,” as the case may be, shall refer instead to the successor and not to the Company or such Guarantor, as the case may be) and (except in the case of a

Consolidation, Merger and Sale of Assets. Neither GST nor GST USA The Parent shall not consolidate with, with or merge with or into, or sell, convey, transfer, lease transfer or otherwise dispose of all or substantially all of its and its Subsidiaries’ (taken as a whole) property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person (other than a consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth; PROVIDED that, in connection with any such merger or consolidation, no consideration (other than Common Stock in the surviving Person, GST or GST USA) shall be issued or distributed to the stockholders of GST or GST USA) or permit any Person to merge with or into GST or GST USA the Parent unless: (i1) GST or GST USA the Parent shall be the continuing Person, or the Person (if other than GST or GST USAthe Parent ) formed by such consolidation or into which GST or GST USA the Parent is merged or that acquired or leased such property and assets of GST or GST USA the Parent shall be a corporation corporation, limited liability company, partnership (including a limited partnership) or trust organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of GST or GST USA, as the Parent on its Guaranty and under this Indenture (provided that in the case may beof a limited liability company, on partnership (including a limited partnership) or trust, solely to the extent required by the 2024 Notes, there shall also be a corporation organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof which shall expressly jointly with such limited liability company, partnership (including a limited partnership) or trust, assume, by a supplemental indenture, executed and delivered to the Trustee, all of the Securities, obligations of the Intercompany Notes and the Security Guarantee Parent on its Guaranty and under this Indenture); (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) immediately after giving effect to such transaction and any related financing transactions as if the same had occurred at the beginning of the applicable Four Quarter Period, on a PRO FORMA basis, GST, GST USA or any Person becoming pro forma basis the successor obligor of the Securities or the Security Guarantee, as the case may be, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of GST or GST USA, as the case may be, immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a PRO FORMA basis GST or GST USA, as the case may beIssuer, or any Person becoming the successor obligor of the Securities or the Security GuaranteeNotes, as the case may be, (a) could Incur at least $1.00 of Indebtedness under the first paragraph paragraphs (a) and (c) of Section 4.03(a)10.6 or (b) could incur at least $1.00 of Indebtedness under paragraph (a) of Section 10.6 and the Interest Coverage Ratio would improve; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary; and (v4) GST or GST USA, as the case may be, Parent delivers to the Trustee an Officers' Officer’s Certificate (attaching the arithmetic computations to demonstrate compliance with clauses clause (iii3) above) and (iv)) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision Section 14.1 and that all conditions precedent provided for herein relating to such transaction have been complied with; PROVIDEDwith and, HOWEVERwith respect to the Opinion of Counsel, that clauses the supplemental indenture constitutes a valid and binding obligation enforceable against the Parent, or the Person (iiiif other than the Parent) formed by such consolidation or into which the Parent is merged or that acquired all or substantially all of the Parent’s and its Subsidiaries’ property and assets; provided, however, that clause (iv3) above do does not apply if, in the good faith determination of the Board of Directors of GST or GST USA, as the case may beParent, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation of GST to a state in the United States or of GST USA to another state of domicile of the United StatesParent; and PROVIDED FURTHER provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. The restrictions and conditions described in the preceding paragraph shall also apply to the Company except that clauses (iii) and (iv) shall not apply to a merger or consolidation of GST USA and the Company or the sale, conveyance or other disposition of all or substantially all of the assets of the Company to GST USA.

Consolidation, Merger and Sale of Assets. Neither GST nor GST USA The Company ----------------------------------------- shall not, directly or indirectly (including through transactions by Subsidiaries), in a single transaction or through a series of related transactions, consolidate with, with or merge with or into, into any other Person or sell, conveyassign, transfer, lease or otherwise dispose of all or substantially all of its property the properties and assets (as an entirety or substantially an entirety in one transaction or of the Company and the Subsidiaries on a series of related transactions) to, consolidated basis to any Person (other than or group of affiliated Persons unless in such a consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth; PROVIDED that, in connection with any such merger or consolidation, no consideration (other than Common Stock in the surviving Person, GST or GST USA) shall be issued or distributed to the stockholders of GST or GST USA) or permit any Person to merge with or into GST or GST USA unlesstransaction: (i) GST or GST USA either (A) the Company shall be the continuing Person, corporation or (B) the Person (if other than GST or GST USAthe Company) formed by such consolidation or into which GST or GST USA the Company is merged or that acquired the Person which acquires by conveyance, transfer, lease or leased such property disposition the properties and assets of GST or GST USA the Company substantially as an entirety (the "Surviving Entity") shall be a corporation duly organized and validly existing under the laws of the United States of America America, any state thereof or any jurisdiction thereof the District of Columbia and shall shall, in either case, expressly assume, by a supplemental indenture, executed and delivered to the Trustee, assume all of the obligations of GST or GST USA, as the case may be, on all of Company under the Securities, the Intercompany Notes and the Security Guarantee and under this Indenture; (ii) immediately before and immediately after giving effect to such transactiontransaction on a pro forma basis, no Default or Event of Default shall have occurred and be continuing;; and (iii) immediately before and immediately after giving effect to such transaction on a PRO FORMA pro forma basis, GST, GST USA or any Person becoming except in the successor obligor case of the Securities consolidation or merger of any Subsidiary with or into the Company or a Wholly Owned Subsidiary of the Company, the Company or the Security Guarantee, as the case may be, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of GST or GST USA, as the case may be, immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a PRO FORMA basis GST or GST USA, as the case may be, or any Person becoming the successor obligor of the Securities or the Security Guarantee, as the case may be, Surviving Entity could Incur at least incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the Consolidated EBITDA Ratio test in the first paragraph of Section 4.03(a); and (v) GST 10.08. In connection with any consolidation, merger, transfer or GST USAlease contemplated hereby, as the case may beCompany shall deliver, delivers or cause to be delivered, to the Trustee Trustee, in the form and substance reasonably satisfactory to the Trustee, an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and an Opinion of Counsel, in each case stating that such consolidation, merger merger, transfer or transfer lease and such the supplemental indenture complies in respect thereto comply with this provision the provisions described herein and that all conditions precedent herein provided for herein or relating to such transaction have been complied with; PROVIDED, HOWEVER, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of GST or GST USA, as the case may be, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the jurisdiction of incorporation of GST to a state in the United States or of GST USA to another state of the United States; and PROVIDED FURTHER that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. The restrictions and conditions described in the preceding paragraph shall also apply to the Company except that clauses (iii) and (iv) shall not apply to a merger or consolidation of GST USA and the Company or the sale, conveyance or other disposition of all or substantially all of the assets of the Company to GST USA.

Consolidation, Merger and Sale of Assets. Neither GST nor GST USA Under the terms of the Indenture, the Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person (other than a consolidation or merger with or into a Wholly Wholly-Owned Restricted Subsidiary which, at the time of such consolidation or merger, is a Significant Subsidiary with a positive net worth; PROVIDED provided that, in connection with any such merger or consolidation, no consideration (other than Common Stock in the surviving Person, GST Person or GST USAthe Company) shall be issued or distributed to the stockholders of GST or GST USAthe Company) or permit any Person to merge with or into GST or GST USA the Company unless: : (i) GST or GST USA the Company shall be the continuing Person, or the Person (if other than GST or GST USAthe Company) formed by such consolidation or into which GST or GST USA the Company is merged or that acquired or leased such property and assets of GST or GST USA shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and Company shall expressly assume, by a supplemental indenture, executed and delivered to a Responsible Officer of the Trustee, all of the obligations of GST or GST USA, as the case may be, on all of Company under the Securities, the Intercompany Notes and the Security Guarantee and under this Indenture; ; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; ; (iii) (A) immediately after giving effect to such transaction on a PRO FORMA basis, GST, GST USA or any Person becoming the successor obligor of the Securities or the Security Guarantee, as the case may be, shall will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of GST the Company immediately preceding the transaction or GST USA, as (B) such transaction will involve another Person engaged in substantially the case may be, immediately prior to such transaction; same line of business in Argentina; and (iv) immediately after giving effect to such transaction on a PRO FORMA basis GST or GST USA, as the case may be, or any Person becoming the successor obligor of the Securities or the Security Guarantee, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03(a); and (v) GST or GST USA, as the case may be, Company delivers to the Trustee an Officers' ’ Certificate (attaching the arithmetic computations to demonstrate compliance with clauses clause (iii) and (iv)) and Opinion an opinion of CounselArgentine counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with clause (i) of this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; PROVIDED. The following events will be defined as “Events of Default” for the Indenture: (a) failure to pay principal of or premium, HOWEVERif any, that on any of the Debt Securities when the same shall become due and payable at maturity, upon acceleration, redemption or otherwise; (b) failure to pay interest, or Additional Amounts, if any, on any of the Debt Securities when the same shall become due and payable, and such failure continues for a period of 30 days; (c) failure to perform or comply with the “Consolidation, Merger and Sale of Assets” covenant; (d) failure to perform or breach of any other covenant or agreement in the Indenture or under this Debt Security (other than those referred to in clauses (iiia), (b) and (ivc) above do above) and such failure or breach continues for a period of 30 consecutive days after written notice shall have been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Debt Securities then outstanding; (e) the occurrence with respect to any issue or issues of Indebtedness of the Company or any Significant Subsidiary having an outstanding principal amount of U.S.$5 million or more (or its equivalent in other currencies) in the aggregate for all such issues of all such Persons, whether such Indebtedness now exists or shall hereafter be created, of (I) an event of default that has caused such Indebtedness to become, or the holders thereof to declare such Indebtedness to be, due and payable prior to its Stated Maturity and/or (II) the failure to make a payment of principal when such payment is due and payable; (f) one or more final judgments or orders, for the payment of money in excess of U.S.$5 million, either individually or in the aggregate for all such final judgments or orders, shall be rendered against the Company or any Significant Subsidiary or any of their respective properties and shall not apply ifbe paid or discharged, and there shall have been a period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed U.S.$5 million during which a stay of enforcement of such final judgments or orders, by reason of a pending appeal or otherwise, shall not be in effect; (g) any government or governmental authority shall have condemned, nationalized, seized, or otherwise expropriated all or any substantial portion of the assets or property of the Company or any Significant Subsidiary or the share capital of the Company or any Significant Subsidiary, or shall have assumed custody or control of such assets or property or of the business or operations of the Company or any Significant Subsidiary or of the share capital of the Company or any Significant Subsidiary, or shall have taken any action that would prevent the Company or any Significant Subsidiary or its officers from carrying on its business or operations or a substantial part thereof for a period of longer than 60 consecutive days and the result of any such action shall materially prejudice the ability of the Company to perform its obligations under the Debt Securities and, in each case, the good faith determination Company shall have received written notice thereof from the Trustee at the request of any Holder of a Debt Security as to which such event shall, upon such notice, constitute an Event of Default; (h) the Argentine Government shall declare a general suspension of payment or a moratorium on the payment of debt of the Board Company (which does not expressly exclude the Debt Securities); (i) the Company or any Significant Subsidiary (I) is declared by a court of Directors competent jurisdiction to be insolvent or bankrupt or unable to pay its debts, (II) commences or consents to the commencement of GST a case under any applicable bankruptcy, insolvency or GST USAother similar law now or hereafter in effect, (III) makes a general assignment or an arrangement or composition with or for the benefit of creditors, or (IV) admits in writing its inability to pay its debts generally as they become due, or (V) takes corporate action in furtherance of any of the foregoing; (j) an order or decree is made or an effective resolution passed for relief against the Company or a Significant Subsidiary under any applicable bankruptcy law, or for the winding-up or dissolution of the Company or any Significant Subsidiary or adjudging the Company or any Significant Subsidiary bankrupt or insolvent under any applicable bankruptcy law and in each case such order or decree remains unstayed and in effect for a period of 60 consecutive days, or the Company or any Significant Subsidiary ceases or threatens to cease to carry on all or a material part of its business or operations, except for the purpose of and followed by a reconstruction, amalgamation, reorganization (“concurso preventivo” or “concordato”), merger or consolidation in the case of a Significant Subsidiary, whereby the undertaking and the assets of such Subsidiary, or all of the undertaking and assets relating to the Company’s direct or indirect shareholding in such Subsidiary, as the case may be, whose determination are transferred to or otherwise vested in the Company or any other Significant Subsidiary or Subsidiary which as a result of such transfer would become a Significant Subsidiary; or (k) it becomes unlawful for the Company to perform or comply with any one or more of its obligations under any of the Debt Securities or the Indenture, and such unlawfulness continues for a period of 60 consecutive days after written notice shall have been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Debt Securities then outstanding. If an Event of Default (other than an Event of Default specified in clause (i) or (j) above that occurs with respect to the Company) occurs and is continuing under the Indenture, the Trustee thereunder or the Holders of at least 25% in aggregate principal amount then outstanding of the Debt Securities, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the Debt Securities to be immediately due and payable at 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of such declaration. Upon a declaration of acceleration, such principal, premium if any, and accrued interest shall be evidenced immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) above has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) shall be remedied or cured by a Board Resolutionthe Company and/or the relevant Subsidiaries or waived by the holders of the relevant Indebtedness within 30 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (i) or (j) above occurs with respect to the Company, the Debt Securities then outstanding shall ipso facto become and be immediately due and payable at 100% of the outstanding principal purpose amount thereof, plus premium, if any, thereon and accrued and unpaid interest thereon in each case without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Debt Securities, by written notice to the Company and to the Trustee, may rescind and annul a declaration of acceleration and its consequences if, in addition to certain other covenants, (i) all existing Events of Default, other than the nonpayment of the principal of and premium, if any, interest and Additional Amounts, if any, on such Debt Securities that have become due solely by such declaration of acceleration, have been cured or waived and (ii) the rescission would not conflict with any judgment, decree or order of a court of competent jurisdiction. The Holders of at least a majority in aggregate principal amount of the outstanding Debt Securities, by written notice to the Trustee, may waive an existing Default or Event of Default and the consequences under the Indenture, except a Default in the payment of principal of, premium, if any, on or interest on the Debt Securities or in respect of a covenant or provision of the Indenture that cannot be modified or amended without the consent of the Holder of each outstanding Debt Security affected. The Holders of at least a majority in aggregate principal amount of the outstanding Debt Securities may on behalf of the Holders of all of the Debt Securities, direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities by the Indenture. However, the Trustee under the Indenture may refuse to follow any direction that conflicts with law or the Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Debt Securities not joining in the giving of such transaction direction and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Debt Securities. A Holder may not pursue any remedy with respect to change the jurisdiction Indenture or this Debt Security unless: (i) the Holder gives the Trustee written notice of incorporation a continuing Event of GST Default; (ii) the Holders of at least 25% in aggregate principal amount at maturity of outstanding Debt Securities make a written request to a state in the United States Trustee to pursue the remedy; (iii) such Holder or of GST USA Holders offer the Trustee indemnity satisfactory to another state the Trustee against any costs, liability or expense; (iv) the Trustee does not comply with the request within 60 days after receipt of the United Statesrequest and the offer of indemnity; and PROVIDED FURTHER that any (v) during such transaction shall not have as one 60-day period, the Holders of its purposes the evasion a majority in aggregate principal amount of the foregoing limitationsoutstanding Debt Securities do not give the Trustee a direction that is inconsistent with the request. The restrictions and conditions described in the preceding paragraph shall also However, such limitations do not apply to the Company except that clauses (iii) and (iv) right of any Holder of a Debt Security to receive payment of the principal of, premium, if any, on or interest on such Debt Security or to bring suit for the enforcement of any such payment, on or after the due date expressed in the Debt Securities, which right shall not apply to a merger be impaired or consolidation affected without the consent of GST USA and the Company or the sale, conveyance or other disposition of all or substantially all of the assets of the Company to GST USAsuch Holder.