Common use of When the Company May Merge, Etc Clause in Contracts

When the Company May Merge, Etc. The Company shall not consolidate with or merge with or into or sell, assign, transfer or lease all or substantially all of its properties and assets (either in one transaction or series of related transactions) to any Person, unless: (1) the Company shall be the continuing Person, or the resulting, surviving or transferee Person (if other than the Company) shall be a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture, and this Indenture shall remain in full force and effect; (2) immediately before and immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the resulting, surviving or transferee Person or any of its Subsidiaries as a result of such transaction as having been issued by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (3) immediately after giving effect to such transaction (other than a merger of G-I Holdings with the Company after the Determination Date), the resulting, surviving or transferee Person shall have a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company immediately prior to such transaction; provided, however, that, so long as no Default or Event of Default has occurred and is continuing or would result therefrom this paragraph shall not prohibit the Spin Off. In connection with any consolidation, merger, sale, assignment, transfer or lease contemplated by this Section 5.01, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer or lease and the supplemental indenture in respect thereto comply with this Article V and that all conditions precedent herein provided for relating to such transaction have been complied with.

When the Company May Merge, Etc. The Company shall not consolidate with or merge with or into or sell, assign, transfer or lease all or substantially all of its properties and assets (either in one transaction or in a series of related transactions) to any Person, unless: (1) the Company shall be the continuing Person, or the resulting, surviving or transferee Person (if other than the Company) shall be a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this Indenture, and this Indenture shall remain in full force and effect; (2) immediately before and immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the resulting, surviving or transferee Person or any of its Subsidiaries as a result of such transaction as having been issued by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately before and after giving effect to such transaction, the resulting, surviving or transferee Person could incur at least $1.00 of additional Debt under Section 4.09(a); and (34) immediately after giving effect to such transaction (other than a merger of G-I Holdings with the Company after the Determination Date)transaction, the resulting, surviving or transferee Person shall have a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company immediately prior to such transaction; provided, however, that, so long as no Default or Event of Default has occurred and is continuing or would result therefrom this paragraph shall not prohibit the Spin Off. In connection with any consolidation, merger, sale, assignment, transfer or lease contemplated by this Section 5.01, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer or lease and the supplemental indenture in respect thereto comply with this Article V and that all conditions precedent herein provided for relating to such transaction have been complied with.

When the Company May Merge, Etc. (a) The Company shall not consolidate with or merge with or into any other Person, or, directly or indirectly, sell, lease, assign, transfer or lease convey all or substantially all of its properties and assets (either computed on a consolidated basis), to another Person or group of Persons acting in one concert, whether in a single transaction or through a series of related transactions) to any Person, unless: (1) either (a) the Company shall be the continuing Person, or (b) the resulting, surviving or transferee Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which all or substantially all of the properties and assets of the Company are transferred as an entirety or substantially as an entirety (the Company or such other Person being hereinafter referred to as the "Surviving Person") shall be a corporation or partnership organized and validly existing under the laws of the United States or States, any State thereof or the District of Columbia Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the TrusteeTrustee on or prior to the consummation of such transaction, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this Indenture, and this Indenture shall remain in full force and effect; (2) immediately before and on a pro forma consolidated basis, immediately after giving effect to such transaction and the assumption of the obligations contemplated by clause (1), above, and treating the incurrence or anticipated incurrence of any Debt which becomes an obligation or Disqualified Capital Stock to be incurred or issued in connection therewith, (x) the Net Worth of the resulting, surviving or transferee Surviving Person or any is at least equal to the Net Worth of the Company and its Subsidiaries as immediately prior to such transaction, and (y) the Surviving Person could incur $1.00 of additional Debt pursuant to the second paragraph of Section 4.11; (3) immediately before and on a result of pro forma basis immediately after giving effect to such transaction and the assumption of the obligations as having been set forth in clause (1), above, and the incurrence or issuance or anticipated incurrence or issuance of any Debt to be incurred or Disqualified Capital Stock to be issued by such Person or such Subsidiary at the time of such transaction)in connection therewith, no Default or Event of Default shall have occurred and be continuing; andexist or shall occur; (34) immediately after giving effect to such transaction (other than a merger of G-I Holdings with the Company after the Determination Date), the resulting, surviving or transferee Person shall have a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company immediately prior to such transaction; provided, however, that, so long as no Default or Event of Default has occurred and is continuing or would result therefrom this paragraph shall not prohibit the Spin Off. In connection with any consolidation, merger, sale, assignment, transfer or lease contemplated by this Section 5.01, the Company shall deliver, or cause to be delivered, delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, or transfer or lease and the such supplemental indenture in respect thereto comply with this Article V and that all conditions precedent herein provided for relating to such transaction have been complied with.satisfied; and (5) at the time or within 45 days after such transaction, the Notes have not been or are not downgraded by S&P, Moodx'x xx any successor rating agencies to either entity to a rating below that which existed immediately prior to the time such transaction is publicly announced. Notwithstanding the foregoing, any Subsidiary with a net worth (net worth being the sum of the par or stated value of capital stock outstanding of such Subsidiary, additional paid-in capital and retained earnings (or minus accumulated deficit) of such Subsidiary, determined in accordance with generally accepted accounting principles, except that there shall be excluded any amounts attributable to Disqualified Capital Stock of such Subsidiary) greater than zero, may merge into the Company (or a Wholly Owned Subsidiary of the Company) at any time, provided

When the Company May Merge, Etc. The Company shall not not, in a single transaction or through a series of transactions, consolidate with or merge with or into any other Person (whether or not the Company is the surviving corporation) or sell, assign, transfer convey, transfer, lease or lease otherwise dispose of all or substantially all of its properties and assets (either in one transaction or series of related transactionsdetermined on a consolidated basis for the Company and its Subsidiaries) to any Personother Person or Persons, unlessunless at the time and immediately after giving effect thereto: (1i) either (a) the Company shall be the continuing Person, corporation or (b) the resulting, surviving or transferee Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person that acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all the properties and assets of the Company and its Subsidiaries on a consolidated basis (the "Surviving Entity") shall be a corporation duly organized and validly existing under the laws of the United States or of America, any State state thereof or the District of Columbia Columbia; (ii) the Debentures shall be converted into or exchanged for and shall expressly assume, by an indenture supplemental hereto, executed become debt of the Surviving Entity having in respect of the Surviving Entity the same rights and delivered privileges that the Debentures had immediately prior to such transaction with respect to the TrusteeCompany, and the Surviving Entity (if other than the Company) or the Person to which such transfer has been made shall assume all the Obligations of the Company, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, all under the obligations Debentures and this Indenture; (iii) immediately after giving effect to such transaction or series of transactions on a pro forma basis, no Default, and no event that after the giving of notice or lapse of time or both would become a Default, shall have occurred and be continuing; (iv) the Company (or the Surviving Entity as the case may be) has (A) a Consolidated Net Worth (immediately after giving effect to such transaction, but prior to any purchase accounting adjustments from such transaction) not less than 100% of the Consolidated Net Worth of the Company under the Notes immediately before such transaction and this Indenture, and this Indenture shall remain in full force and effect; (2B) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (and treating any Debt which becomes an obligation on the assumption that the transaction or series of transactions occurred on the first day of the resulting, surviving or transferee Person or any of its Subsidiaries as a result four-quarter period immediately prior to the consummation of such transaction as having been issued by or series of transactions with the appropriate adjustments with respect to the transaction or series of transactions being included in such Person or such Subsidiary at the time of such transactionpro forma calculation), no Default or Event could incur at least $1.00 of Default shall have occurred and be continuingadditional Indebtedness pursuant to the "Interest Coverage Ratio" set forth section 1.1 of the indenture governing the Senior Secured Notes; and (3) immediately after giving effect to such transaction (other than a merger of G-I Holdings with the Company after the Determination Date), the resulting, surviving or transferee Person shall have a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company immediately prior to such transaction; provided, however, that, so long as no Default or Event of Default has occurred and is continuing or would result therefrom this paragraph shall not prohibit the Spin Off. In connection with any consolidation, merger, sale, assignment, transfer or lease contemplated by this Section 5.01, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer or lease and the supplemental indenture in respect thereto comply with this Article V and that all conditions precedent herein provided for relating to such transaction have been complied with.

When the Company May Merge, Etc. (a) The Company shall not, and shall not permit any of its Subsidiaries to, consolidate with or merge with or into any other Person, or, directly or indirectly, sell, lease, assign, transfer or lease convey all or substantially all of its properties and assets (either computed on a consolidated basis), to another Person or group of Persons acting in one concert, whether in a single transaction or through a series of related transactions) to any Person, unless: (1) either (a) the Company or such Subsidiary, as the case may be, shall be the continuing Person, or (b) the resulting, surviving or transferee Person (if other than the Company) formed by such consolidation or into which the Company or such Subsidiary, as the case may be, is merged or to which all or substantially all of the properties and assets of the Company or such Subsidiary, as the case may be, are transferred as an entirety or substantially as an entirety (the Company or such Subsidiary, as the case may be, or such other Person being hereinafter referred to as the "Surviving Person") shall be a corporation or partnership organized and validly existing under the laws of the United States or States, any State thereof or the District of Columbia Columbia, and shall expressly assume, by an indenture supplemental heretohereto and any supplements to any Security Documents as the Trustee in its sole discretion may require, executed and delivered to the TrusteeTrustee on or prior to the consummation of such transaction, in form reasonably satisfactory to the Trustee, all the obligations of the Company or such Subsidiary, as the case may be, under the Notes Notes, the Security Documents, and this Indenture, and this Indenture shall remain in full force and effect; (2) immediately before and No Default or Event of Default shall exist or shall occur immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the resulting, surviving or transferee Person or any of its Subsidiaries as a result of such transaction as having been issued by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and; (3) immediately after giving effect to such transaction transaction, on a pro forma basis, (other than a merger of G-I Holdings with x) the Company after the Determination Date), the resulting, surviving or transferee Person shall have a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company Surviving Person is at least equal to the Net Worth of such predecessor or transferring entity immediately prior to such transaction; provided, howeverand (y) the Surviving Person immediately after giving effect on a pro forma basis to the Consolidated Fixed Charges of the Surviving Person, that(A) the Consolidated Fixed Charge Coverage Ratio of the Surviving Person for the Reference Period is greater than 2.5 to 1, so long and (B) the Surviving Person's Adjusted Consolidated Tangible Assets are equal to or greater than 150% of the total consolidated principal amount or accreted value, as no Default or Event the case may be, of Default has occurred and is continuing or would result therefrom this paragraph shall not prohibit Debt of the Spin Off. In connection with any consolidation, merger, sale, assignment, transfer or lease contemplated by this Section 5.01, Surviving Person; (4) the Company shall deliver, or cause to be delivered, has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, or transfer or lease and the such supplemental indenture in respect thereto comply with this Article V and that all conditions precedent herein provided for pro vided relating to such transaction have been complied withsatisfied; and (5) at the time of or within 120 days after the occurrence of the event specified above, the Notes have not been or are not downgraded by S&P, Moodx'x, xx any successor rating agencies to either entity to a rating below that which existed immediately prior to the time the event specified above is first publicly announced. For purposes of this Section 5.1(a), the Consolidated Fixed Charge Coverage Ratio shall be determined on a pro forma consolidated basis (giving effect to such transaction) for the four fiscal quarters immediately preceding such transaction. (b) For purposes of Section 5.1(a), the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company, on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (c) Notwithstanding anything contained in the foregoing to the contrary, any Subsidiary of the Company with a Net Worth greater than zero may merge into the Company (or a wholly owned Subsidiary of the Company) at any time, provided, however, that the Company shall have delivered to the Trustee an Officers' Certificate stating that such Subsidiary has a Net Worth greater than zero and such merger does not result in a Default or an Event of Default hereunder.

When the Company May Merge, Etc. The Company shall not merge or consolidate with or merge with or into any other person or sell, assigntransfer, transfer lease, convey or lease otherwise dispose of all or substantially all of its properties and property (provided that, for the avoidance of doubt, a pledge of assets (either pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition, but the foreclosure on any such pledge shall be such a sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions) to any Person, transactions unless: (1a) the Company shall be the continuing Person, surviving person or the resulting, surviving or transferee Person person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States or of America, any State state thereof or the District of Columbia and shall Columbia; (b) the surviving person (if other than the Company) expressly assumeassumes, by an supplemental indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such surviving person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the obligations of the Company under the Notes and this Indentureoutstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture shall remain in full force and effectto be performed by the Company; (2c) immediately before and immediately after giving effect to such transaction (and treating any Debt which becomes an obligation or series of the resulting, surviving or transferee Person or any of its Subsidiaries as a result of such transaction as having been issued by such Person or such Subsidiary at the time of such transaction)related transactions, no Default or Event of Default shall have occurred and be continuing; and (3d) immediately after giving effect to in the case of such a transaction (or series of related transactions where the surviving person is other than a merger of G-I Holdings with the Company after the Determination Date), the resulting, surviving or transferee Person shall have a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company immediately prior to such transaction; provided, however, that, so long as no Default or Event of Default has occurred and is continuing or would result therefrom this paragraph shall not prohibit the Spin Off. In connection with any consolidation, merger, sale, assignment, transfer or lease contemplated by this Section 5.01Company, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer transaction or lease series of related transactions and the supplemental indenture indenture, if any, in respect thereto comply with this Article V Section 5. 1 and that all conditions precedent herein provided for in this Indenture relating to such transaction or series of related transactions have been complied with. Notwithstanding the above, any Subsidiary of the Company may consolidate with, merge into or transfer all or part of its properties to the Company. Neither an Officer’s Certificate nor an Opinion of Counsel shall be required to be delivered in connection therewith.

When the Company May Merge, Etc. The Company shall not consolidate with or merge with or into or sell, assign, transfer or lease all or substantially all of its properties and assets (either in one transaction or series of related transactions) to any Person, unless: (1) the Company shall be the continuing Person, or the resulting, surviving or transferee Person (if other than the Company) shall be a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this Indenture, and this Indenture shall remain in full force and effect; (2) immediately before and immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the resulting, surviving or transferee Person or any of its Subsidiaries as a result of such transaction as having been issued by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately before and after giving effect to such transaction, the resulting, surviving or transferee Person could incur at least $1.00 of additional Debt under Section 4.09(a); and (34) immediately after giving effect to such transaction (other than a merger of G-I Holdings with the Company after the Determination Date)transaction, the resulting, surviving or transferee Person shall have a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company immediately prior to such transaction; provided, however, that, so long as no Default or Event of Default has occurred and is continuing or would result therefrom this paragraph shall not prohibit the Spin Off. In connection with any consolidation, merger, sale, assignment, transfer or lease contemplated by this Section 5.01, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer or lease and the supplemental indenture in respect thereto comply with this Article V and that all conditions precedent herein provided for relating to such transaction have been complied with.

When the Company May Merge, Etc. The Company shall not consolidate with or merge with or into (whether or sellnot the Company is the surviving corporation), assign, or transfer or lease all or substantially all of its properties and or assets (either determined on a consolidated basis for the Company and its Restricted Subsidiaries) in one transaction or series of more related transactions) to transactions to, any Person, other Person unless: (1i) the Company shall be is the continuing Person, surviving Person or the resulting, Person formed by or surviving any such consolidation or transferee Person merger (if other than the Company) shall be or to which such transfer has been made is a corporation organized and existing under the laws of the United States or States, any State state thereof or the District of Columbia Columbia, (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such transfer has been made assumes all the Obligations of the Company, pursuant to a supplemental indenture and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, Security Documents in a form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and Notes, this Indenture, and this Indenture shall remain in full force and effect;the Security Documents, (2iii) immediately before before, and immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the resultingon a PRO FORMA basis to, surviving or transferee Person or any of its Subsidiaries as a result of such transaction as having been issued by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; exists or would occur, and (3iv) immediately after giving effect the Company, or any Person formed by or surviving any such consolidation or merger, or to which such transaction transfer has been made, (other than a merger of G-I Holdings with the Company after the Determination Date), the resulting, surviving or transferee Person shall have A) has a Consolidated Net Worth in an amount which is not less (immediately after the transaction but prior to any purchase accounting adjustments resulting from the transaction) equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) is permitted, at the time of such transaction and after giving PRO FORMA effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, to incur at least $1.00 of additional Indebtedness pursuant to Section 4.9(a) hereof. The Company shall deliver to the Trustee prior to such transaction; provided, however, that, so long as no Default or Event the consummation of Default has occurred and is continuing or would result therefrom this paragraph shall not prohibit the Spin Off. In connection with any consolidation, merger, sale, assignment, transfer or lease contemplated by this Section 5.01, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, proposed transaction an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer or lease and the supplemental indenture in respect thereto comply with this Article V and that all conditions precedent herein to the proposed transaction provided for relating to such transaction in this Indenture have been complied with, and a written statement from a firm of independent public accountants of established national reputation reasonably satisfactory to the Trustee stating that the proposed transaction complies with clause (iv). For purposes of this Section 5.1, the transfer of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

When the Company May Merge, Etc. 46 The Company shall not consolidate with or merge with or into (regardless of whether the Company is the surviving corporation), or sell, assign, transfer transfer, lease, convey or lease otherwise dispose of all or substantially all of its properties and or assets (either determined on a consolidated basis for the Company and its Restricted Subsidiaries) in one transaction or series of more related transactions) to transactions to, any Person, other Person unless: (1) the Company shall be is the continuing Person, surviving Person or the resulting, Person formed by or surviving any such consolidation or transferee Person merger (if other than the Company) shall be or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation organized and existing under the laws of the United States or States, any State state thereof or the District of Columbia and shall expressly assumeColumbia, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, by an assignment, transfer, lease, conveyance or other disposition has been made assumes all the Obligations of the Company, pursuant to a supplemental indenture supplemental hereto, executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and Notes, this Indenture, the Security Agreements and this Indenture shall remain in full force and effect; (2) immediately before and immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the resulting, surviving or transferee Person or any of its Subsidiaries as a result of such transaction as having been issued by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; andRegistration Rights Agreement, (3) immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default exists or would occur, and (4) the Company, or any Person formed by or surviving any such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other than a merger of G-I Holdings with the Company after the Determination Date)disposition has been made, the resulting, surviving or transferee Person shall have a (A) has Consolidated Net Worth in an amount which is not less (immediately after the transaction but prior to any purchase accounting adjustments resulting from the transaction) equal to or greater than the Consolidated Net Worth of the Company immediately prior preceding the transaction and (B) will be permitted, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, to such transaction; providedincur at least $1.00 of additional Indebtedness pursuant to Section 4.9(a). 1. For purposes of this Section 5.1, however, that, so long as no Default or Event of Default has occurred and is continuing or would result therefrom this paragraph shall not prohibit the Spin Off. In connection with any consolidation, merger, sale, assignment, transfer transfer, lease, conveyance or lease contemplated other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by this Section 5.01, 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 deliver, or cause be deemed to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer transfer, lease, conveyance or lease other disposition of all or substantially all of the properties and assets of the supplemental indenture in respect thereto comply with this Article V and that all conditions precedent herein provided for relating to such transaction have been complied withCompany.

When the Company May Merge, Etc. The Company shall will not consolidate with or with, merge with or into into, or sell, assign, transfer transfer, lease, convey or lease otherwise dispose of all or substantially all of its properties and assets (either as an entirety or substantially as an entirety in one transaction or a series of related relation transactions) ), to any Person, Person (other than the merger or transfer of assets of a Wholly-Owned Restricted Subsidiary of the Company into another Wholly-Owned Restricted Subsidiary of the Company or into the Company) unless: (1a) the Company shall be the surviving or continuing Person, Person or the resulting, surviving or transferee Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are sold, assigned, transferred, leased, conveyed or disposed of shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and shall expressly assume, by an indenture a supplemental heretoindenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Senior Notes and this Indenture, and the obligations under this Indenture shall remain in full force and effect; (2b) immediately before and immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the resulting, surviving or transferee Person or any of its Subsidiaries as on a result of such transaction as having been issued by such Person or such Subsidiary at the time of such transaction)pro forma basis, no Default or Event of Default shall have occurred and be continuing; and (3c) immediately after giving effect to such transaction on a pro forma basis, the Company or such Person could incur at least $1.00 of additional Indebtedness (other than a merger Permitted Indebtedness) under Section 4.05 of G-I Holdings with this Indenture and immediately after such transaction, the Company after or the Determination Date)surviving Person holds all material permits, licenses, certifications or approvals required for operation of the resulting, surviving or transferee Person shall have a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth business of the Company immediately as the same is conducted prior to such transaction; provided, however, that, so long as no Default or Event of Default has occurred transaction and is continuing or would result therefrom this paragraph shall not prohibit the Spin Offimmediately thereafter. In connection with any consolidation, merger, sale, assignment, merger or transfer or lease of assets contemplated by this Section 5.01, the Company or such Person shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, conveyance, transfer or lease and the and, if a supplemental indenture is required in respect thereto connection with such transaction, such supplemental indenture, comply with the provisions of this Article V Indenture and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied withsatisfied.

When the Company May Merge, Etc. The Company shall not consolidate with or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, convey, lease or otherwise transfer or lease all or substantially all of its properties and or assets (either determined on a consolidated basis for the Company and its Restricted Subsidiaries) in one transaction or series of more related transactions) to transactions to, any Person, other Person unless: (1i) the Company shall be is the continuing Person, surviving Person or the resulting, Person formed by or surviving any such consolidation or transferee Person merger (if other than the Company) shall be or to which such transfer has been made is a corporation organized and existing under the laws of the United States or States, any State state thereof or the District of Columbia and shall expressly assumeColumbia, (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such transfer has been made assumes all the Obligations of the Company, by an pursuant to a supplemental indenture supplemental hereto, executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee, all the obligations of the Company Trustee under the Notes and Notes, this Indenture, the Security Documents and this Indenture shall remain in full force and effect;the Registration Rights Agreement, (2iii) immediately before and immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the resulting, surviving or transferee Person or any of its Subsidiaries as a result of such transaction as having been issued by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred exists, and be continuing; and51 58 (3iv) immediately after giving effect the Company, or any Person formed by or surviving any such consolidation or merger, or to which such transaction transfer has been made, (other than a merger of G-I Holdings with the Company after the Determination Date), the resulting, surviving or transferee Person shall have A) has a Consolidated Net Worth in an amount which is (immediately after the transaction but prior to any purchase accounting adjustments resulting from the transaction) not less than 100% of the Consolidated Net Worth of the Company immediately preceding the transaction and (B) shall be permitted, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, to incur at least $1.00 of additional Indebtedness pursuant to Section 4.9(a) hereof. The Company shall deliver to the Trustee prior to such transaction; provided, however, that, so long as no Default or Event the consummation of Default has occurred and is continuing or would result therefrom this paragraph shall not prohibit the Spin Off. In connection with any consolidation, merger, sale, assignment, transfer or lease contemplated by this Section 5.01, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, proposed transaction an Officers' Certificate and to the foregoing effect, an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer or lease and the supplemental indenture in respect thereto comply with this Article V and that all conditions precedent herein to the proposed transaction provided for relating to such transaction in this Indenture have been complied withwith and a written statement from a firm of independent public accountants of established national reputation reasonably satisfactory to the Trustee stating that the proposed transaction complies with clause (iv) of this Section 5.1.

When the Company May Merge, Etc. The Company shall not consolidate with or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer transfer, lease, convey or lease otherwise dispose of all or substantially all of its properties and or assets (either determined on a consolidated basis for the Company and its Restricted Subsidiaries) in one transaction or series of more related transactions) to transactions to, any Person, other Person unless: (1i) the Company shall be is the continuing Person, surviving Person or the resulting, Person formed by or surviving any such consolidation or transferee Person merger (if other than the Company) shall be or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation organized and existing 55 57 under the laws of the United States or States, any State state thereof or the District of Columbia and shall expressly assumeColumbia, (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, by an assignment, transfer, lease, conveyance or other disposition has been made assumes all the Obligations of the Company, pursuant to a supplemental indenture supplemental hereto, executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and this IndentureNotes, and this Indenture shall remain in full force and effect;the Registration Rights Agreement, (2iii) immediately before and immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the resulting, surviving or transferee Person or any of its Subsidiaries as a result of such transaction as having been issued by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; exists, and (3iv) immediately after giving effect the Company, or any Person formed by or surviving any such consolidation or merger, or to which such transaction sale, assignment, transfer, lease, conveyance or other disposition has been made, (other than a merger of G-I Holdings with the Company after the Determination Date), the resulting, surviving or transferee Person shall have A) has a Consolidated Net Worth in an amount which is not less (immediately after the transaction but prior to any purchase accounting adjustments resulting from the transaction) equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) shall be permitted, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, to incur at least $1.00 of additional Indebtedness pursuant to Section 4.9(a) hereof. The Company shall deliver to the Trustee prior to such transaction; providedthe consummation of any proposed transaction an Officers' Certificate to the foregoing effect, howeveran Opinion of Counsel, thatstating all conditions precedent to the proposed transaction provided for in this Indenture have been complied with and a written statement from a firm of independent public accountants of established national reputation reasonably satisfactory to the Trustee stating that the proposed transaction complies with clause (iv). For purposes of this Section 5.1, so long as no Default or Event of Default has occurred and is continuing or would result therefrom this paragraph shall not prohibit the Spin Off. In connection with any consolidationsale, mergerlease, saleconveyance, assignment, transfer or lease contemplated other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by this Section 5.01, 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 deliver, or cause be deemed to be delivered, to the Trustee, in form transfer of all or substantially all of the properties and substance reasonably satisfactory to assets of the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer or lease and the supplemental indenture in respect thereto comply with this Article V and that all conditions precedent herein provided for relating to such transaction have been complied withCompany.

When the Company May Merge, Etc. The Company shall not consolidate with or merge with or into (whether or sellnot the Company is the surviving corporation), assign, or transfer or lease all or substantially all of its properties and or assets (either determined on a consolidated basis for the Company and its Restricted Subsidiaries) in one transaction or series of more related transactions) to transactions to, any Person, other Person unless: (1i) the Company shall be is the continuing Person, surviving Person or the resulting, Person formed by or surviving any such consolidation or transferee Person merger (if other than the Company) shall be or to which such transfer has been made is a corporation organized and existing under the laws of the United States or States, any State state thereof or the District of Columbia Columbia, (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such transfer has been made assumes all the Obligations of the Company, pursuant to a supplemental indenture and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, Security Documents in a form reasonably satisfactory to the TrusteeTrustee and the Collateral Agent, all the obligations of the Company under the Notes and Notes, this Indenture, the Security Documents and this Indenture shall remain in full force and effect;the Registration Rights Agreement, (2) immediately before and immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the resulting, surviving or transferee Person or any of its Subsidiaries as a result of such transaction as having been issued by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (3iii) immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default exists or would occur, and (other than a merger of G-I Holdings with iv) the Company after the Determination Date)Company, the resultingor any Person formed by or surviving any such consolidation or merger, surviving or transferee Person shall have to which such transfer has been made, (A) has a Consolidated Net Worth in an amount which is not less (immediately after the transaction but prior to any purchase accounting adjustments resulting from the transaction) equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) shall be permitted, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, to incur at least $1.00 of additional Indebtedness pursuant to Section 4.9(a) hereof. The Company shall deliver to the Trustee prior to such transaction; provided, however, that, so long as no Default or Event the consummation of Default has occurred and is continuing or would result therefrom this paragraph shall not prohibit the Spin Off. In connection with any consolidation, merger, sale, assignment, transfer or lease contemplated by this Section 5.01, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, proposed transaction an Officers' Certificate and to the foregoing effect, an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer or lease and the supplemental indenture in respect thereto comply with this Article V and that all conditions precedent herein to the proposed transaction provided for relating to such transaction in this Indenture have been complied with., and a written statement from a firm of independent public accountants of established national reputation reasonably satisfactory to the Trustee stating that the proposed transaction complies with clause (iv). For purposes of this Section 5.1, the transfer of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would

When the Company May Merge, Etc. (a) The Company shall not consolidate with or merge with or into into, or sell, assign, transfer or lease all or substantially all of its properties and assets (either in one transaction or in a series of related transactions) to to, any Person, unless: (1) the Company shall be the continuing Person, or the resulting, surviving or transferee Person (if other than the Company) shall be a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, assume all the obligations of the Company under the Notes Securities, this Indenture and this Indenturethe Security Documents, and the Securities, this Indenture and the Security Documents shall remain in full force and effect; (2) immediately before and immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the resulting, surviving or transferee Person or any of its Subsidiaries as a result of such transaction as having been issued Issued by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and; (3) immediately after giving effect to such transaction transaction, the resulting, surviving or transferee Person could Issue at least $1.00 of additional Debt under Section 4.09(a); and (other than a merger of G-I Holdings with the Company 4) immediately after the Determination Date)giving effect to such transaction, the resulting, surviving or transferee Person shall have a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company immediately prior to such transaction; provided, however, that, so long as no Default or Event of Default has occurred and is continuing or would result therefrom this paragraph shall not prohibit the Spin Off. . (b) In connection with any consolidation, merger, sale, assignment, transfer or lease contemplated by this Section 5.01, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer or lease and the supplemental indenture in respect thereto comply with this Article V and the TIA and that all conditions precedent herein provided for relating to such transaction have been complied with.

When the Company May Merge, Etc. The Company shall not consolidate with or merge with or into (regardless of whether the Company is the surviving corporation), or sell, assign, transfer transfer, lease, convey or lease otherwise dispose of all or substantially all of its properties and or assets (either determined on a consolidated basis for the Company and its Restricted Subsidiaries) in one transaction or series of more related transactions) to transactions to, any Person, other Person unless: (1a) the Company shall be is the continuing Person, surviving Person or the resulting, Person formed by or surviving any such consolidation or transferee Person merger (if other than the Company) shall be or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation organized and existing under the laws of the United States or States, any State state thereof or the District of Columbia and shall expressly assumeColumbia, (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, by an assignment, transfer, lease, conveyance or other disposition has been made assumes all the Obligations of the Company, pursuant to a supplemental indenture supplemental hereto, executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and Notes, this Indenture, the Security Documents and this Indenture shall remain in full force and effect;the Registration Rights Agreement, (2) immediately before and immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the resulting, surviving or transferee Person or any of its Subsidiaries as a result of such transaction as having been issued by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (3c) immediately after giving effect to such transaction on a PRO FORMA basis, no Default or Event of Default exists, and (d) the Company, or any Person formed by or surviving any such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other than a merger of G-I Holdings with the Company after the Determination Date)disposition has been made, the resulting, surviving or transferee Person shall have a (i) has Consolidated Net Worth in an amount which is not less (immediately after the transaction but prior to any purchase accounting adjustments resulting from the transaction) equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) will be permitted, at the time of such transaction and after giving PRO FORMA effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, to incur at least $1.00 of additional Indebtedness pursuant to Section 4.9(a). The Company shall deliver to the Trustee prior to such transaction; provided, however, that, so long as no Default or Event the consummation of Default has occurred and is continuing or would result therefrom this paragraph shall not prohibit the Spin Off. In connection with any consolidation, merger, sale, assignment, transfer or lease contemplated by this Section 5.01, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel, each stating that such consolidationall conditions precedent to the proposed transaction provided for in this Indenture have been complied with. For purposes of this Section 5.1, merger, the sale, assignment, transfer transfer, lease, conveyance or lease other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the supplemental indenture in respect thereto comply with this Article V Company, which properties and that assets, if held by the Company instead of such Subsidiaries, would constitute all conditions precedent herein provided for relating or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to such transaction have been complied withbe the sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties and assets of the Company.

When the Company May Merge, Etc. The Company shall not may not, consolidate with or merge with or into any person (whether or not the Company is the surviving corporation), continue in a new jurisdiction, or sell, assign, transfer transfer, lease, convey or lease otherwise dispose of all or substantially all of its properties and assets (either or assets, whether in one a single transaction or series of related transactions) to any Person, transactions unless: (1a) the Company shall be the surviving or continuing Personcorporation, or the resulting, person formed by or surviving any such consolidation or transferee Person merger (if other than the Company) shall be or the person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company is a corporation organized and or existing under the laws of the United States or States, any State thereof or the District of Columbia and shall expressly assumeColumbia; (b) the corporation formed by or surviving any such consolidation or merger (if other than the Company), by an or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made, assumes all of the Company's obligations, pursuant to a supplemental indenture supplemental hereto, executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Convertible Subordinated Notes, the Registration Rights Agreement and this Indenture, and this Indenture shall remain in full force and effect; (2c) such sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Company's properties or assets shall be as an entirety or virtually as an entirety to one corporation and such corporation shall have assumed all of the Company's obligations hereunder, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Convertible Subordinated Notes, the Registration Rights Agreement and this Indenture; (d) immediately before and immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the resulting, surviving or transferee Person or any of its Subsidiaries as a result of such transaction as having been issued by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuingexists; and (3e) immediately after giving effect to such transaction (other than a merger of G-I Holdings with the Company after the Determination Date), the resulting, surviving or transferee Person such successor corporation shall have a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company immediately prior to such transaction; provided, however, that, so long as no Default or Event of Default has occurred and is continuing or would result therefrom this paragraph shall not prohibit the Spin Off. In connection with any consolidation, merger, sale, assignment, transfer or lease contemplated by this Section 5.01, the Company shall deliver, or cause to be delivered, delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger, sale, assignment, transfer or lease transaction and the supplemental indenture in respect thereto comply with this Article V provision of this Indenture and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied withsatisfied. For purposes of this Article 5, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more subsidiaries of the Company, the capital stock of which individually or in the aggregate constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

When the Company May Merge, Etc. (a) The Company shall not, and shall not permit any of its Subsidiaries to, consolidate with or merge with or into any other Person, or, directly or indirectly, sell, lease, assign, transfer or lease convey all or substantially all of its properties and assets (either computed on a consolidated basis), to another Person or group of Persons acting in one concert, whether in a single transaction or through a series of related transactions) to any Person, unless: (1) either (a) the Company or such Subsidiary, as the case may be, shall be the continuing Person, or (b) the resulting, surviving or transferee Person (if other than the Company) formed by such consolidation or into which the Company or such Subsidiary, as the case may be, is merged or to which all or substantially all of the properties and assets of the Company or such Subsidiary, as the case may be, are transferred as an entirety or substantially as an entirety (the Company or such Subsidiary, as the case may be, or such other Person being hereinafter referred to as the "Surviving Person") shall be a corporation or partnership organized and validly existing under the laws of the United States or States, any State thereof or the District of Columbia Columbia, and shall expressly assume, by an indenture supplemental heretohereto and any supplements to any Security Documents as the Trustee in its sole discretion may require, executed and delivered to the TrusteeTrustee on or prior to the consummation of such transaction, in form reasonably satisfactory to the Trustee, all the obligations of the Company or such Subsidiary, as the case may be, under the Notes Notes, the Security Documents, and this Indenture, and this Indenture shall remain in full force and effect; (2) immediately before and No Default or Event of Default shall exist or shall occur immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the resulting, surviving or transferee Person or any of its Subsidiaries as a result of such transaction as having been issued by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and; (3) immediately after giving effect to such transaction transaction, on a pro forma basis, (other than a merger of G-I Holdings with x) the Company after the Determination Date), the resulting, surviving or transferee Person shall have a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company Surviving Person is at least equal to the Net Worth of such predecessor or transferring entity immediately prior to such transaction; provided, howeverand (y) the Surviving Person immediately after giving effect on a pro forma basis to the Consolidated Fixed Charges of the Surviving Person, that(A) the Consolidated Fixed Charge Coverage Ratio of the Surviving Person for the Reference Period is greater than 2.5 to 1, so long and (B) the Surviving Person's Adjusted Consolidated Tangible Assets are equal to or greater than 150% of the total consolidated principal amount or accreted value, as no Default or Event the case may be, of Default has occurred and is continuing or would result therefrom this paragraph shall not prohibit Debt of the Spin Off. In connection with any consolidation, merger, sale, assignment, transfer or lease contemplated by this Section 5.01, Surviving Person; (4) the Company shall deliver, or cause to be delivered, has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, or transfer or lease and the such supplemental indenture in respect thereto comply with this Article V and that all conditions precedent herein provided for relating to such transaction have been complied withsatisfied; and (5) at the time of or within 120 days after the occurrence of the event specified above, the Notes have not been or are not downgraded by S&P, Moodx'x, xx any successor rating agencies to 49 57 either entity to a rating below that which existed immediately prior to the time the event specified above is first publicly announced. For purposes of this Section 5.1(a), the Consolidated Fixed Charge Coverage Ratio shall be determined on a pro forma consolidated basis (giving effect to such transaction) for the four fiscal quarters immediately preceding such transaction. (b) For purposes of Section 5.1(a), the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company, on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (c) Notwithstanding anything contained in the foregoing to the contrary, any Subsidiary of the Company with a Net Worth greater than zero may merge into the Company (or a wholly owned Subsidiary of the Company) at any time, provided, however, that the Company shall have delivered to the Trustee an Officers' Certificate stating that such Subsidiary has a Net Worth greater than zero and such merger does not result in a Default or an Event of Default hereunder.

When the Company May Merge, Etc. The Company shall will not consolidate with or with, merge with or into into, or sell, assign, transfer transfer, lease, convey or lease otherwise dispose of all or substantially all of its properties and assets (either as an entirety or substantially as an entirety in one transaction or a series of related relation transactions) ), to any Person, Person (other than the merger or transfer of assets of a Wholly-Owned Restricted Subsidiary of the Company into another Wholly-Owned Restricted Subsidiary of the Company or into the Company) unless: (1a) the Company shall be the surviving or continuing Person, Person or the resulting, surviving or transferee Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are sold, assigned, transferred, leased, conveyed or disposed of shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and shall expressly assume, by an indenture a supplemental heretoindenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Senior Notes and this Indenture, and the obligations under this Indenture shall remain in full force and effect; (2b) immediately before and immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the resulting, surviving or transferee Person or any of its Subsidiaries as on a result of such transaction as having been issued by such Person or such Subsidiary at the time of such transaction)pro forma basis, no Default or Event of Default shall have occurred and be continuing; and (3c) immediately after giving effect to such transaction (other than on a merger of G-I Holdings with pro forma basis, the Company after the Determination Date), the resulting, surviving or transferee such Person shall (A) would have a Consolidated Net Worth in an amount which is not less equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction, (B) could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.05 of this Indenture and (C) immediately after such transaction, the Company or the surviving Person holds all material permits, licenses, certifications or approvals required for operation of the business of the Company as the same is conducted prior to such transaction; provided, however, that, so long as no Default or Event of Default has occurred transaction and is continuing or would result therefrom this paragraph shall not prohibit the Spin Offimmediately thereafter. In connection with any consolidation, merger, sale, assignment, merger or transfer or lease of assets contemplated by this Section 5.01, the Company or such Person shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, conveyance, transfer or lease and the and, if a supplemental indenture is required in respect thereto connection with such transaction, such supplemental indenture, comply with the provisions of this Article V Indenture and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied withsatisfied.

When the Company May Merge, Etc. (a) The Company shall not, and shall not permit any of its Subsidiaries to, consolidate with or merge with or into any other Person, or, directly or indirectly, sell, lease, assign, transfer or lease convey all or substantially all of its properties and assets (either computed on a consolidated basis), to another Person or group of Persons acting in one concert, whether in a single transaction or through a series of related transactions) to any Person, unless: (1) either (a) the Company or such Subsidiary, as the case may be, shall be the continuing Person, or (b) the resulting, surviving or transferee Person (if other than the Company) formed by such consolidation or into which the Company or such Subsidiary, as the case may be, is merged or to which all or substantially all of the properties and assets of the Company or such Subsidiary, as the case may be, are transferred as an entirety or substantially as an entirety (the Company or such Subsidiary, as the case may be, or such other Person being hereinafter referred to as the "Surviving Person") shall be a corporation or partnership organized and validly existing under the laws of the United States or States, any State thereof or the District of Columbia Columbia, and shall expressly assume, by an indenture supplemental heretohereto and any supplements to any Security Documents as the Trustee in its sole discretion may require, executed and delivered to the TrusteeTrustee on or prior to the consummation of such transaction, in form reasonably satisfactory to the Trustee, all the obligations of the Company or such Subsidiary, as the case may be, under the Notes Notes, the Security Documents, and this Indenture, and this Indenture shall remain in full force and effect; (2) immediately before and No Default or Event of Default shall exist or shall occur immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the resulting, surviving or transferee Person or any of its Subsidiaries as a result of such transaction as having been issued by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and; (3) immediately after giving effect to such transaction transaction, on a pro forma basis, (other than a merger of G-I Holdings with x) the Company after the Determination Date), the resulting, surviving or transferee Person shall have a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company Surviving Person is at least equal to the Net Worth of such predecessor or transferring entity immediately prior to such transaction; provided, howeverand (y) the Surviving Person immediately after giving effect on a pro forma basis to the Consolidated Fixed Charges of the Surviving Person, that(A) the Consolidated Fixed Charge Coverage Ratio of the Surviving Person for the Reference Period is greater than 2.5 to 1, so long and (B) the Surviving Person's Adjusted Consolidated Tangible Assets are equal to or greater than 150% of the total consolidated principal amount or accreted value, as no Default or Event the case may be, of Default has occurred and is continuing or would result therefrom this paragraph shall not prohibit Debt of the Spin Off. In connection with any consolidation, merger, sale, assignment, transfer or lease contemplated by this Section 5.01, Surviving Person. (4) the Company shall deliver, or cause to be delivered, has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, or transfer or lease and the such supplemental indenture in respect thereto comply with this Article V and that all conditions precedent herein provided for relating to such transaction have been complied withsatisfied; and (5) at the time of or within 120 days after the occurrence of the event specified above, the Notes have not been or are not downgraded by S&P, Moodx'x, xx any successor rating agencies to either entity to a rating below that which existed immediately prior to the time the event specified above is first publicly announced. For purposes of this Section 5.1, the Consolidated Fixed Charge Coverage Ratio shall be determined on a pro forma consolidated basis (giving effect to such transaction) for the four fiscal quarters immediately preceding such transaction. (b) For purposes of clause (a), the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company, on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (c) Notwithstanding anything contained in the foregoing to the contrary, any Subsidiary of the Company with a Net Worth greater than zero may merge into the Company (or a wholly owned Subsidiary of the Company) at any time, provided, however, that the Company shall have delivered to the Trustee an Officers' Certificate stating that such Subsidiary has a Net Worth greater than zero and such merger does not result in a Default or an Event of Default hereunder.

When the Company May Merge, Etc. The Company shall not consolidate with or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer transfer, lease, convey or lease otherwise dispose of all or substantially all of its properties and or assets (either determined on a consolidated basis for the Company and its Restricted Subsidiaries) in one transaction or series of more related transactions) to transactions to, any Person, other Person unless: (1i) the Company shall be is the continuing Person, surviving Person or the resulting, Person formed by or surviving any such consolidation or transferee Person merger (if other than the Company) shall be or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation organized and existing under the laws of the United States or States, any State state thereof or the District of Columbia and shall expressly assumeColumbia, (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, by an assignment, transfer, lease, conveyance or other disposition has been made assumes all the Obligations of the Company, pursuant to a supplemental indenture supplemental hereto, executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and this IndentureNotes, and this Indenture shall remain in full force and effect;the Registration Rights Agreement, (2iii) immediately before and immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the resulting, surviving or transferee Person or any of its Subsidiaries as a result of such transaction as having been issued by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; exists, and (3iv) immediately after giving effect the Company, or any Person formed by or surviving any such consolidation or merger, or to which such transaction sale, assignment, transfer, lease, conveyance or other disposition has been made, (other than a merger of G-I Holdings with the Company after the Determination Date), the resulting, surviving or transferee Person shall have A) has a Consolidated Net Worth in an amount which is not less (immediately after the transaction but prior to any purchase accounting adjustments resulting from the transaction) equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) shall be permitted, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, to incur at least $1.00 of additional Indebtedness pursuant to Section 4.9(a) hereof. The Company shall deliver to the Trustee prior to such transaction; providedthe consummation of any proposed transaction an Officers' Certificate to the foregoing effect, howeveran Opinion of Counsel, thatstating all conditions precedent to the proposed transaction provided for in this Indenture have been complied with and a written statement from a firm of independent public accountants of established national reputation reasonably satisfactory to the Trustee stating that the proposed transaction complies with clause (iv). For purposes of this Section 5.1, so long as no Default or Event of Default has occurred and is continuing or would result therefrom this paragraph shall not prohibit the Spin Off. In connection with any consolidationsale, mergerlease, saleconveyance, assignment, transfer or lease contemplated other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by this Section 5.01, 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 deliver, or cause be deemed to be delivered, to the Trustee, in form transfer of all or substantially all of the properties and substance reasonably satisfactory to assets of the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer or lease and the supplemental indenture in respect thereto comply with this Article V and that all conditions precedent herein provided for relating to such transaction have been complied withCompany.

When the Company May Merge, Etc. The Company shall may not consolidate with or merge with or into into, or sell, assign, transfer transfer, lease, convey or lease otherwise dispose of all or substantially all of its properties and or assets (either in one transaction or series of more related transactions) to any Persontransactions to, another corporation, Person or entity unless: (1i) the Company shall be is the continuing Person, surviving corporation or the resulting, entity or the Person formed by or surviving any such consolidation or transferee Person merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall be have been made is a corporation organized and or existing under the laws of the United States or States, any State state thereof or the District of Columbia and shall expressly assumeColumbia; (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, by an indenture supplemental heretoassignment, executed and delivered to the Trusteetransfer, in form reasonably satisfactory to the Trusteelease, conveyance or other disposition will have been made assumes all the obligations of the Company under the Notes and this IndentureSecurities, and this Indenture shall remain and the Collateral Documents pursuant to a supplemental indenture and other documents or instruments in full force and effecta form reasonably satisfactory to the Trustee; (2iii) immediately before and immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the resulting, surviving or transferee Person or any of its Subsidiaries as a result of such transaction as having been issued by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default exists; (iv) the Company, or any entity or Person formed by or surviving any such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made shall have occurred and be continuing; and (3) immediately after giving effect to such transaction (other than a merger of G-I Holdings with the Company after the Determination Date), the resulting, surviving or transferee Person shall have a Consolidated Net Worth in an amount which is not less (immediately after the transaction but prior to any purchase accounting adjustments resulting from the transaction) equal to or greater than the Consolidated Net Worth of the Company immediately prior to such preceding the transaction; provided, however, that, so long as no Default or Event of Default has occurred and is continuing or would result therefrom this paragraph shall not prohibit the Spin Off. In connection with any consolidation, merger, sale, assignment, transfer or lease contemplated by this Section 5.01, and (v) the Company shall deliver, or cause to be delivered, have delivered to the Trustee, in form and substance reasonably satisfactory Trustee prior to the Trustee, consummation of the proposed transaction an Officers' Certificate and an Opinion of Counsel, each stating Counsel to the combined effect that such consolidation, merger, sale, assignment, transfer transfer, lease, conveyance or lease and the other disposition, and, if applicable, any supplemental indenture executed in respect thereto connection therewith, comply with this Article V Indenture. The Trustee shall be entitled to conclusively rely upon such Officers' Certificate and that all conditions precedent herein provided for relating to such transaction have been complied withOpinion of Counsel.