Common use of Merger and Consolidation Clause in Contracts

Merger and Consolidation. The Company shall not, and shall not permit any Subsidiary to, merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, lease, transfer or otherwise dispose of all or substantially all of its assets to, the Company or a Wholly-Owned Subsidiary other than a Guarantor); provided that the foregoing restriction does not apply to the merger or consolidation of the Company with or into, or the sale, lease, transfer or other disposition by the Company of all or substantially all of its Property to, another corporation, if: (i) the corporation that results from such merger or consolidation or that purchases, leases, or acquires all or substantially all of such Property (the “Surviving Corporation”) is organized under the laws of, and has substantially all of its Property located in, the United States of America or any jurisdiction thereof; (ii) the due and punctual payment of the principal of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation pursuant to such agreements or instruments as shall be satisfactory to the Required Holders, and the Company shall cause to be delivered to each holder of Notes an opinion of independent counsel (which opinion and counsel are satisfactory to the Required Holders) to the effect that such agreements and instruments are enforceable in accordance with their terms; (iii) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiary; and (iv) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, no Default or Event of Default exists or would exist.

Merger and Consolidation. The Company shall not, and shall not permit any Restricted Subsidiary to, merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Restricted Subsidiary other than a Guarantor may merge into, consolidate with, or sell, lease, transfer or otherwise dispose of all or substantially all of its assets to, the Company or a Wholly-Owned Restricted Subsidiary other than a Guarantor); provided that the foregoing restriction does not apply to the merger or consolidation of the Company with or into, or the sale, lease, transfer or other disposition by the Company of all or substantially all of its Property to, another corporation, if: (i) the corporation that results from such merger or consolidation or that purchases, leases, or acquires all or substantially all of such Property (the “Surviving Corporation”) is organized under the laws of, and has substantially all of its Property located in, the United States of America or any jurisdiction thereof; (ii) the due and punctual payment of the principal of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation pursuant to such agreements or instruments as shall be satisfactory to the Required Holders, and the Company shall cause to be delivered to each holder of Notes an opinion of independent counsel (which opinion and counsel are satisfactory to the Required Holders) to the effect that such agreements and instruments are enforceable in accordance with their terms; (iii) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiary; and (iv) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, no Default or Event of Default exists or would exist.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of lease all or substantially all of its assets to, the Company in a single transaction or a Wholly-Owned Subsidiary other than a Guarantor)series of transactions to any Person; provided that the foregoing restriction does not apply to the merger or consolidation of the Company that: (a) any Restricted Subsidiary may (1) consolidate with or intomerge with, or the sale, leaseconvey, transfer or other disposition by the Company of lease all or substantially all of its Property assets in a single transaction or series of transactions to, another corporation, if: (i) the corporation that results from such Company or another Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or that purchases, leasescontinuing entity (or the Company has complied with the requirements of Section 10.6(b)) or (ii) any other Person so long as the surviving or continuing entity is a Restricted Subsidiary or (2) Dispose of its assets in compliance with the provisions of Section 10.5; and (b) the Company may consolidate or merge with, or acquires convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) the successor formed by such Property consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company as an entirety, as the case may be (the “Surviving CorporationSuccessor Entity”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States States, any State thereof or the District of America or any jurisdiction thereofColumbia; (ii2) if the due Successor Entity is not the Company, (i) such Successor Entity shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and (ii) the Company Successor Entity shall cause have caused to be delivered to each holder of Notes an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements assumption comply with the terms hereof and instruments are enforceable in accordance with their terms; terms except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles and (iii) immediately prior toeach Subsidiary Guarantor, and immediately after the consummation of such transactionif any, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryshall have reaffirmed in writing its obligations under its Subsidiary Guaranty; and (iv3) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would existshall have occurred and be continuing.

Merger and Consolidation. The Company shall not, and shall not permit any Subsidiary to, consolidate with or merge with or into, consolidate withor convey, or selltransfer, lease as lessor, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all the assets of the Company and its Restricted Subsidiaries, taken as a whole, to, any Person, unless: (1) (a) the resulting, surviving or transferee Person (if not the Company) (the “Successor Company”) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and (b) the Successor Company (if not the Company) shall expressly assume all the obligations of the Company under the Securities and this Indenture pursuant to agreements, copies of which shall be delivered to the Trustee; (2) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (i) the Company or the Successor Company (if other than the Company) would be able to incur an additional $1.00 of Indebtedness pursuant to the first paragraph of Section 3.2 or (ii) the Consolidated Coverage Ratio of the Company or the Successor Company (if other than the Company) is equal to or greater than the Consolidated Coverage Ratio of the Company immediately prior to such transaction; and (4) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and such supplemental indenture, if any, comply with this Indenture. For purposes of this paragraph, except as provided in the next paragraph, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of its Property tothe assets of one or more Restricted Subsidiaries, the Capital Stock of which constitute all or substantially all of the assets of the Company, will be deemed to be the transfer of all or substantially all of the assets of the Company. The foregoing notwithstanding, any other Person or permit any other Person to merge Restricted Subsidiary of the Company may consolidate with or merge into the Company and the Company may consolidate with or merge into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, lease, transfer or otherwise dispose of all or substantially all of its assets toto any Guarantor without complying with clause (3) of the preceding paragraph in connection with any such consolidation, merger or disposition. The foregoing notwithstanding, the Company may reorganize as any other form of entity in accordance with the following procedures provided that: (1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a Wholly-Owned Subsidiary form of entity other than a Guarantor); provided that corporation formed under Delaware law; (2) the foregoing restriction does not apply to entity so formed by or resulting from such reorganization is an entity organized or existing under the merger laws of the United States, any state thereof or consolidation the District of Columbia; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company with under the Securities and this Indenture pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default exists; and (5) such reorganization is not materially adverse to the Holders or intoBeneficial Owners of the Securities. Upon any consolidation, or the salemerger, leaseconveyance, transfer transfer, lease or other disposition by of all or substantially all of the assets of the Company in accordance with this Section 4.1, the Company will be released from its obligations under this Indenture and the Securities, and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Securities; provided that, in the case of a lease of all or substantially all of its Property toassets, another corporation, if: (i) the corporation that results Company will not be released from such merger the obligation to pay the principal of and interest on the Securities. The Company will not permit any Subsidiary Guarantor to consolidate with or consolidation merge with or that purchases, leasesinto, or acquires convey, transfer, lease or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of its assets to any Person (other than the Company or a Subsidiary Guarantor) unless either the Subsidiary Guarantee of such Property Subsidiary Guarantor is released pursuant to Section 10.2 or: (1) the resulting, surviving or transferee Person (if not such Subsidiary) (the “Surviving CorporationSuccessor Guarantor”) is shall be a Person organized and existing under the laws of, and has substantially all of its Property located in, the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America America, or any jurisdiction thereof; (ii) State thereof or the due District of Columbia, and punctual payment the Successor Guarantor shall expressly assume, by executing a supplemental indenture in form reasonably satisfactory to the Trustee, all the obligations of the principal of and Make-Whole Amountsuch Subsidiary, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation pursuant to such agreements or instruments as shall be satisfactory to the Required Holders, and the Company shall cause to be delivered to each holder of Notes an opinion of independent counsel (which opinion and counsel are satisfactory to the Required Holders) to the effect that such agreements and instruments are enforceable in accordance with their termsunder its Subsidiary Guarantee; (iii2) immediately prior toafter giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, and immediately after surviving or transferee Person as a result of such transaction as having been issued by such Person at the consummation time of such transaction), no Default shall have occurred and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiarycontinuing; and (iv3) immediately prior tothe Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and immediately after the consummation of such transactionsupplemental indenture, and after giving effect theretoif any, no Default or Event of Default exists or would existcomply with this Indenture.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than a Guarantor)Person so long as the survivor is the Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.4; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and (iiiB) immediately prior to, an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeffect; and (ivc) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists would exist (or would existhave existed on the last day of the fiscal quarter immediately preceding such consolidation or merger and after giving effect thereto).

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of lease all or substantially all of its assets to, the Company in a single transaction or a Wholly-Owned Subsidiary other than a Guarantor)series of transactions to any Person; provided that the foregoing restriction does not apply to the merger or consolidation of the Company that: (a) any Restricted Subsidiary may (1) consolidate with or intomerge with, or the sale, leaseconvey, transfer or other disposition by the Company of lease all or substantially all of its Property assets in a single transaction or series of transactions to, another corporation, if: (i) the corporation that results from such Company or another Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or that purchases, leasescontinuing entity (or the Company has complied with the requirements of Section 10.6(b)) or (ii) any other Person so long as the surviving or continuing entity is a Restricted Subsidiary or (2) Dispose of its assets in compliance with the provisions of Section 10.5; and (b) the Company may consolidate or merge with, or acquires convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) the successor formed by such Property consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company as an entirety, as the case may be (the “Surviving CorporationSuccessor Entity”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (ii2) if the due Successor Entity is not the Company, (i) such Successor Entity shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and (ii) the Company Successor Entity shall cause have caused to be delivered to each holder of Notes an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements assumption comply with the terms hereof and instruments are enforceable in accordance with their terms; terms except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles and (iii) immediately prior toeach Subsidiary Guarantor, and immediately after the consummation of such transactionif any, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryshall have reaffirmed in writing its obligations under its Subsidiary Guaranty; and (iv3) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would existshall have occurred and be continuing.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Restricted Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than a Guarantor)Person so long as the survivor is the Restricted Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.6; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement (and each Supplement thereto) and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and (iiiB) immediately prior to, an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeffect; and (ivc) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would exist.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Restricted Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than a Guarantor)Person so long as the survivor is the Restricted Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.4; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and (iiiB) immediately prior to, an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeffect; and (ivc) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would exist.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary Guarantor or any of its Material Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Subsidiary Guarantor or Material Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than Person so long as the survivor is a Guarantor)Subsidiary after giving effect to such transaction, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.5; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which opinion and or such other counsel are satisfactory as may be reasonably acceptable to the Required Holders) ), to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and (iiiB) immediately prior to, an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeffect; and (ivc) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would existexist (it being agreed that, for purposes of determining compliance with Sections 10.1 and 10.2, such transaction shall be treated on a pro forma basis for the relevant period as having been consummated as of the last day of the most recent fiscal quarter for which financial statements have been delivered and, for purposes of determining compliance with Section 10.3, that all Priority Debt will be deemed to have been incurred as of the last day of the most recent fiscal quarter for which financial statements have been delivered).

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Restricted Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than a Guarantor)Person so long as the survivor is the Restricted Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.4; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereof;the District of Columbia; and (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; (iii) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiary; and (ivc) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would exist.

Merger and Consolidation. The Company (a) Other than in connection with an Asset Sale permitted under Section 5.6, it shall not, and shall not permit any Subsidiary to, merge consolidate with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, merge into any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease its properties and assets substantially all of its assets toas an entirety to any Person, the Company or a Wholly-Owned Subsidiary other than a Guarantor); provided that the foregoing restriction does and such Loan Party shall not apply permit any Person to the merger or consolidation of the Company consolidate with or into, merge into such Loan Party or the sale, leaseconvey, transfer or other disposition by the Company of all or lease its properties and assets substantially all of its Property toas an entirety to such Loan Party, another corporation, if: unless (i) no Default or Event of Default then exists (or would occur as a result thereof), (ii) no Change in Control would occur as a result thereof, and (iii) in case such Loan Party shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the corporation that results from Person formed by such merger or consolidation or that purchasesinto which such Loan Party or its Subsidiary is merged or the Person which acquires by conveyance or transfer, or which leases, or acquires all or substantially all the properties and assets of such Property Loan Party or its Subsidiary substantially as an entirety (the “Surviving Corporation”W) is shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or the District of Columbia, (X) in the case of a Guarantor, shall, after giving effect to the transaction, be a Subsidiary of Borrower (or in the case of any jurisdiction thereof; Limited Guarantor, Investor) and Borrower (iior, in the case of any Limited Guarantor, Investor) shall have the same percentage of Equity Interests in such Subsidiary as it had in such predecessor Loan Party, (Y) shall expressly assume (or guarantee, in the case of a Guarantor), by an assumption agreement in form reasonably satisfactory to Lender, the due and punctual payment of the principal of and Make-Whole Amount, if any, any premium and interest on all of the Notes, according to their tenor, Loan and the due and punctual performance and or observance of all every covenant of this Agreement and each other Loan Document on the covenants herein and in the other Financing Documents part of such Loan Party to be performed and observed by the Company, are expressly assumed by the Surviving Corporation pursuant to such agreements or instruments as shall be satisfactory to the Required Holdersobserved, and the Company (Z) shall take (or cause to be delivered taken) such action as necessary to each holder of Notes an opinion of independent counsel grant (which opinion or maintain) the perfected security interests in its assets (and counsel are satisfactory to the Required Holdersextent applicable, its outstanding Equity Interests) to as Loan Party and contemplated by the effect that Loan Documents. (b) Upon any consolidation of such agreements Loan Party with, or merger of such Loan Party into, any other Person or any conveyance, transfer or lease of the properties and instruments are enforceable assets of such Loan Party substantially as an entirety in accordance with their terms; (iii) immediately prior this Section 5.2, the successor Person formed by such consolidation or into which such Loan Party is merged or to which such conveyance, transfer or lease is made shall succeed to, and immediately after the consummation of such transactionbe substituted for, and after giving may exercise every right and power of, such Loan Party under this Agreement with the same effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a as if such successor Person other than a Subsidiary; and (iv) immediately prior tohad been named as such Loan Party herein, and immediately after the consummation of such transaction, and after giving effect thereto, no Default or Event of Default exists or would existthereafter.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of lease all or substantially all of its assets to, the Company in a single transaction or a Wholly-Owned Subsidiary other than a Guarantor)series of transactions to any Person; provided that the foregoing restriction does not apply to the merger or consolidation of the Company that: (a) any Restricted Subsidiary may (1) consolidate with or intomerge with, or the sale, leaseconvey, transfer or other disposition by the Company of lease all or substantially all of its Property assets in a single transaction or series of transactions to, another corporation, if: (i) the corporation that results from such Company or another Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or that purchases, leasescontinuing entity (or the Company has complied with the requirements of Section 10.6(b)) or (ii) any other Person so long as the surviving or continuing entity is a Restricted Subsidiary or (2) Dispose of its assets in compliance with the provisions of Section 10.5; and (b) the Company may consolidate or merge with, or acquires convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) the successor formed by such Property consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company as an entirety, as the case may be (the “Surviving CorporationSuccessor Entity”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (ii2) if the due Successor Entity is not the Company, (i) such Successor Entity shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement, each Supplement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and (ii) the Company Successor Entity shall cause have caused to be delivered to each holder of Notes an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements assumption comply with the terms hereof and instruments are enforceable in accordance with their terms; terms except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles and (iii) immediately prior toeach Subsidiary Guarantor, and immediately after the consummation of such transactionif any, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryshall have reaffirmed in writing its obligations under its Subsidiary Guaranty; and (iv3) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would existshall have occurred and be continuing.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (a) any Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than a Guarantor)Person so long as the survivor is the Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.6; provided that and (b) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (i1) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States States, any State thereof or the District of America or any jurisdiction thereofColumbia; (ii2) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and (iiiB) immediately prior to, an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeffect; and (ivc) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would exist.

Merger and Consolidation. The Company Lessee shall not, and shall not permit during the Term, enter into any Subsidiary to, merge merger with or into, consolidate into or consolidation with, or sell, convey, transfer, lease as lessor, transfer or otherwise dispose of all in one or substantially all a series of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, lease, transfer or otherwise dispose of transactions all or substantially all of its assets toas an entirety to any Person, unless the Company surviving corporation or a Wholly-Owned Subsidiary other than a Guarantor); provided that the foregoing restriction does not apply to the merger or consolidation of the Company with or intoPerson which acquires by purchase, or the sale, leaseconveyance, transfer or lease all or substantially all of the assets of the Lessee as an entirety (i) is a domestic corporation organized and existing under the laws of the United States or any State of the United States, (ii) is a Citizen of the United States, (iii) is a Section 1110 Person, so long as such status is a condition to the availability of Section 1110, (iv) if not the Lessee, executes a duly authorized, legal, valid, binding, and enforceable agreement, reasonably satisfactory in form and substance to Owner Trustee and Owner Participant, containing an effective assumption of all of the Lessee's, as applicable, obligations hereunder and under the other Operative Agreements, and each other document contemplated hereby or thereby and delivers such instrument to the Owner Participant and the Owner Trustee, (v) provides an opinion from counsel (which counsel may be the Lessee's General Counsel) delivered to the Owner Trustee and the Owner Participant, which opinion shall be reasonably satisfactory to the Owner Participant, and an officer's certificate (which may rely, as to legal matters, on such legal opinion), each stating that such merger, consolidation, conveyance, transfer, lease or other disposition by and the Company instrument noted in clause (iv) above comply with this Section 4.02(e), that such instrument is a legal, valid and binding obligation of, and is enforceable against, such survivor or Person, and that all conditions precedent herein provided for relating to such transaction have been complied with, and (vi) such survivor or Person makes such filings and recordings with the FAA as may be required pursuant to part A of subtitle VII of Title 49, United States Code to evidence such merger or consolidatio▇; ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇ch merger, consolidation or conveyance, transfer or lease shall be permitted if (1) immediately after giving effect to such consolidation, merger, purchase, conveyance, transfer, lease or other disposition, an Event of Default shall have occurred and be continuing or (2) the surviving Person in such transaction has a tangible net worth, as determined in accordance with generally accepted accounting principles immediately following such transaction, of less than seventy-five percent (75%) of Lessee, as measured immediately prior to such transaction. Upon any consolidation or merger, or any conveyance, transfer or lease of all or substantially all of its Property the assets of the Lessee and the satisfaction of the conditions specified in this Section 4.02(e), the successor corporation formed by such consolidation or into which the Lessee is merged or the Person to which such conveyance, transfer or lease is made shall succeed to, another corporationand be substituted for, if: (i) and may exercise every right and power of, the Lessee under this Agreement and the Lease and each other Operative Agreement and any other document contemplated hereby and thereby to which the Lessee is a party with the same effect as if such successor corporation that results from had been named as the Lessee herein and therein. No such merger or consolidation or that purchases, leasesmerger, or acquires sale, conveyance, transfer or lease of all or substantially all of such Property (the “Surviving Corporation”assets of the Lessee as an entirety shall have the effect of releasing the Lessee or any successor corporation which shall theretofore have become the Lessee hereunder in the manner prescribed in this Section 4.02(e) is organized from its liability hereunder or under the laws ofother Operative Agreements. Nothing contained herein shall permit any lease, and has substantially all of its Property located insublease, or other arrangement for the United States of America use, operation or any jurisdiction thereof; (ii) the due and punctual payment possession of the principal of and Make-Whole Amount, if any, and interest on all Aircraft except in compliance with the applicable provisions of the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation pursuant to such agreements or instruments as shall be satisfactory to the Required Holders, and the Company shall cause to be delivered to each holder of Notes an opinion of independent counsel (which opinion and counsel are satisfactory to the Required Holders) to the effect that such agreements and instruments are enforceable in accordance with their terms; (iii) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiary; and (iv) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, no Default or Event of Default exists or would existLease.

Merger and Consolidation. The Company shall Obligors will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Restricted Subsidiary of an Obligor may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, the Company (i) an Obligor or a Wholly-Owned Restricted Subsidiary so long as in any merger or consolidation involving an Obligor, such Obligor shall be the surviving or continuing corporation or (ii) any other than a Guarantor)Person so long as the survivor is the Restricted Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.5; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intoany Obligor with, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of any Obligor in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of an Obligor as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if such Obligor is not the due Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement (and each Supplement thereto) and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such assumption agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and (iiiB) immediately prior to, an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeffect; and (ivc) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would exist. No such conveyance, transfer or lease of substantially all of the assets of any Obligor shall have the effect of releasing any Obligor or any successor entity from its liability under this Agreement or the Notes.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: STEPAN COMPANY NOTE PURCHASE AGREEMENT (1) any Restricted Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than a Guarantor)Person so long as the survivor is the Restricted Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.6; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and (iiiB) immediately prior to, an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeffect; and (ivc) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would exist.

Merger and Consolidation. The Company shall will not, and shall will not permit any Restricted Subsidiary to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of lease all or substantially all of its assets to, the Company in a single transaction or a Wholly-Owned series of transactions to any Person; provided that: (a) any Restricted Subsidiary (other than a Guarantor); provided that the foregoing restriction does not apply to the merger or consolidation of the Company Receivables Subsidiary) may (1) consolidate with or intomerge with, or the sale, leaseconvey, transfer or other disposition by the Company of lease all or substantially all of its Property assets in a single transaction or series of transactions to, another corporation, if: (i) the corporation that results from such Company or another Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or that purchasescontinuing corporation or (ii) any other Person so long as the surviving or continuing entity is a Restricted Subsidiary or (2) convey, leasestransfer or lease all of its assets in compliance with the provisions of Section 10.6; and (b) the Company may consolidate or merge with, or acquires convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to, any Person so long as: (1) the successor formed by such Property consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company as an entirety, as the case may be (the “Surviving CorporationSuccessor Entity”) is ), shall be a solvent corporation or limited liability company organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (ii2) if the due Successor Entity is not the Company, (i) such Successor Entity shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement, each Supplement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and (ii) the Company Successor Entity shall cause have caused to be delivered to each holder of Notes an opinion of independent counsel (which opinion and counsel are satisfactory reasonably acceptable to the Required Holders) , to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and comply with the terms hereof, and (iii) each Subsidiary Guarantor, if any, shall have reaffirmed in writing its obligations under its Subsidiary Guaranty; and (3) immediately prior to, and immediately after the consummation of such transaction, before and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiary; and (iv) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, transaction no Default or Event of Default exists shall have occurred and be continuing. For the avoidance of doubt, no Receivables Subsidiary may merge with, or would existDispose of any or all of its assets to, any other Person, other than (i) Dispositions permitted under Section 10.6(3) or (ii) in connection with the termination of any receivables facility when no Event of Default has occurred and is continuing.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than a Guarantor)Person so long as the survivor is the Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.5; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement (and each Supplement thereto) and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and (iiiB) immediately prior to, an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeffect; and (ivc) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would existexist (it being agreed that, for purposes of determining compliance with Sections 10.1 and 10.2, such transaction shall be treated on a pro forma basis for the relevant period as having been consummated as of the last day of the immediately preceding fiscal quarter).

Merger and Consolidation. (a) The Company shall not, and shall will not permit any Subsidiary to, consolidate with or merge with or into, consolidate with, or sell, lease as lessorconvey, transfer or otherwise dispose of lease all or substantially all of its Property toassets, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, lease, transfer or otherwise dispose of all or substantially all of its assets to, the Company in one transaction or a Wholly-Owned Subsidiary other than a Guarantor); provided that the foregoing restriction does not apply series of related transactions, to the merger or consolidation of the Company with or intoany Person, or the sale, lease, transfer or other disposition by the Company of all or substantially all of its Property to, another corporation, ifunless: (i1) the corporation that results from such merger resulting, surviving or consolidation or that purchases, leases, or acquires all or substantially all of such Property transferee Person (the “Surviving CorporationSuccessor Company”) is will be a Person organized and existing under the laws ofof any member state of the European Union, and has substantially all of its Property located inthe United Kingdom, the United States of America America, any State of the United States or the District of Columbia, Canada or any jurisdiction thereofprovince of Canada, Brazil, Norway or Switzerland and the Successor Company (if not the Company) will expressly assume, by supplemental indenture and any necessary supplements or joinders to the Collateral Documents, executed and delivered to the Trustee and Security Agent, all the obligations of the Company under the Notes, this Indenture and the Collateral Documents, and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to ‎Section 3.2(a), or (ii) (a) the due and punctual payment Fixed Charge Coverage Ratio of the principal of Company and Make-Whole Amount, if any, its Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction and interest on all (b) the Consolidated Net Leverage Ratio of the Notes, according Company and its Restricted Subsidiaries would not be higher than it was immediately prior to their tenor, and the due and punctual performance and observance of all the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation pursuant giving effect to such agreements or instruments as shall be satisfactory to the Required Holders, and transaction; and (4) the Company shall cause to be have delivered to the Trustee and the Security Agent an Officer’s Certificate and an Opinion of Counsel, each holder of Notes an opinion of independent counsel (which opinion and counsel are satisfactory to the Required Holders) to the effect that such agreements consolidation, merger or transfer and instruments are such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel to the effect that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor Company; provided that in accordance with their terms;giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections ‎4.1(a)(2) and.‎4.1(a)(3). (b) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes, this Indenture and the Collateral Documents. (c) Notwithstanding Sections ‎4.1(a)(2), 4.1(a)(3) and ‎4.1(a)(4) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merger into or transfer all or part of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor, (iii) immediately prior toany Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and immediately after assets to any other Restricted Subsidiary and (iv) the consummation of such transaction, Company and after giving effect theretoits Restricted Subsidiaries may complete any Permitted Tax Restructuring. Notwithstanding Sections ‎4.1(a)(2) and.‎4.1(a)(3) (which do not apply to the transactions referred to in this sentence), the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to may undertake a Person other than a Subsidiary; and (iv) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, no Default or Event of Default exists or would existPermitted Redomiciliation.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than Person so long as the survivor is a Guarantor)Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.6; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement, the covenants herein Notes and in the other Financing Collateral Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation (pursuant to such agreements or agreements, instruments and filings as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and (iiiB) immediately prior to, an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty and immediately after the consummation of such transaction, Collateral Documents to which it is a party continue in full force and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeffect; and (ivc) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would exist.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Restricted Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than a Guarantor)Person so long as the survivor is the Restricted Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.4; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement (and each Supplement thereto) and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and (iiiB) immediately prior toif applicable, an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeffect; and (ivc) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would exist.

Merger and Consolidation. The Company shall will not, and shall will not permit any Restricted Subsidiary to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of lease all or substantially all of its assets to, the Company in a single transaction or a Wholly-Owned Subsidiary other than a Guarantor)series of transactions to any Person; provided that the foregoing restriction does not apply to the merger or consolidation of the Company that: (a) any Restricted Subsidiary may (1) consolidate with or intomerge with, or the sale, leaseconvey, transfer or other disposition by the Company of lease all or substantially all of its Property assets in a single transaction or series of transactions to, another corporation, if: (i) the corporation that results from such Company or another Restricted Subsidiary so long as in any merger or consolidation involving (A) the Company, the Company shall be the surviving or that purchasescontinuing entity and (B) one or more Subsidiary Guarantors, leasesa Subsidiary Guarantor shall be the surviving or continuing entity or (ii) any other Person so long as the surviving or continuing entity is the Restricted Subsidiary or (2) convey, transfer or acquires lease all or substantially all of its assets in compliance with the provisions of Section 10.8; and (b) the Company may consolidate or merge with, or convey, transfer or lease all or substantially all of the assets of the Company in a single transaction or series of transactions to, any Person so long as: (1) the successor formed by such Property consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company as an entirety, as the case may be (the “Surviving CorporationSuccessor Entity”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (ii2) if the due Successor Entity is not the Company, (i) such Successor Entity shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement, the covenants herein Notes and in the other Financing Security Documents to be performed and observed by which the Company, are expressly assumed by the Surviving Corporation Company is a party (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and (ii) the Company Successor Entity shall cause have caused to be delivered to each holder of Notes an opinion of independent counsel (which opinion and counsel are satisfactory reasonably acceptable to the Required Holders) , to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and comply with the terms hereof and (iii) immediately prior to, each Subsidiary Guarantor shall have reaffirmed in writing its obligations under the Subsidiary Guaranty Agreement and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 each Security Document to incur at least one dollar ($1.00) of additional Funded Debt owed to which it is a Person other than a Subsidiaryparty; and (iv3) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would exist.

Merger and Consolidation. The Company shall not, and shall will not permit any Subsidiary to, consolidate with or merge with or into, consolidate with, or sell, lease as lessorconvey, transfer or otherwise dispose lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, lease, transfer or otherwise dispose of all or substantially all of its assets to, the Company or a Wholly-Owned Subsidiary other than a Guarantor); provided that the foregoing restriction does not apply to the merger or consolidation of the Company with or intoany Person, or the sale, lease, transfer or other disposition by the Company of all or substantially all of its Property to, another corporation, ifunless: (i1) the corporation that results from such merger resulting, surviving or consolidation or that purchases, leases, or acquires all or substantially all of such Property transferee Person (the “Surviving Corporation”"SUCCESSOR COMPANY") is shall be a Person organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia and the Successor Company (if not the Company) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture; (ii2) the due immediately after giving PRO FORMA effect to such transaction (and punctual payment treating any Indebtedness which becomes an obligation of the principal Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation pursuant to such agreements or instruments as shall be satisfactory to the Required Holders, and the Company shall cause to be delivered to each holder of Notes an opinion of independent counsel (which opinion and counsel are satisfactory to the Required Holders) to the effect that such agreements and instruments are enforceable in accordance with their termscontinuing; (iii3) immediately prior toif the Company is obligated to comply with the covenants described in Sections 4.07 through 4.12, and immediately after the consummation of giving PRO FORMA effect to such transaction, and after giving effect thereto, the Successor Company either (a) would be able to Incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of Section 4.07 or (b) would have a Consolidated Coverage Ratio that is at least equal to that of the Company would be permitted by Section 6.6 prior to incur at least one dollar ($1.00) such transaction or series of additional Funded Debt owed to a Person other than a Subsidiarytransactions; and (iv4) immediately prior toThe Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and immediately after such supplemental indenture (if any) comply with this Indenture. PROVIDED, HOWEVER, that clause (3) will not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to the consummation Company or (B) the Company merging with an Affiliate of such transaction, the Company solely for the purpose and after giving with the sole effect thereto, no Default or Event of Default exists or would existreincorporating the Company in another jurisdiction.

Merger and Consolidation. The Company shall will not, and shall will not permit any of its Subsidiary Guarantors to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of lease all or substantially all of its assets toas an entirety in a single transaction or series of transactions to any Person, unless: (a) in the case of any such transaction involving the Company, either the Company is the surviving Person or a Wholly-Owned Subsidiary other than a Guarantor); provided that the foregoing restriction does not apply to successor formed by such consolidation or the survivor of such merger or consolidation of the Company with or into, or the sale, leasePerson that acquires by conveyance, transfer or other disposition by the Company of lease all or substantially all of its Property tothe assets of the Company as an entirety, another corporationas the case may be, if: (i) the shall be a solvent corporation that results from such merger or consolidation or that purchases, leases, or acquires all or substantially all of such Property (the “Surviving Corporation”) is limited liability company organized and existing under the laws of, and has substantially all of its Property located in, the United States of America or any jurisdiction thereof; state thereof (including the District of Columbia), (ii) the due shall have executed and punctual payment delivered to each holder of the principal any Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein Notes and in the other Financing Documents (iii) shall have caused to be performed and observed by the Companydelivered to each holder of any Notes an opinion of nationally recognized independent counsel, are expressly assumed by the Surviving Corporation pursuant to such agreements or instruments as shall be other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption hereunder are enforceable in accordance with their terms and comply with the terms hereof; (b) in the case of any such transaction involving a Subsidiary Guarantor, the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of such Subsidiary Guarantor as an entirety, as the case may be, shall be (i) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; (ii) a solvent corporation or limited liability company (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction of organization of such Subsidiary Guarantor, provided that such corporation or limited liability company, to the extent not the Subsidiary Guarantor, shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor, and (B) the Company shall cause have caused to be delivered to each holder of Notes an opinion of nationally recognized independent counsel (which opinion and in the appropriate jurisdiction(s), or other independent counsel are reasonably satisfactory to the Required Holders) , to the effect that all agreements or instruments effecting such agreements and instruments assumption hereunder are enforceable in accordance with their termsterms and comply with the terms hereof; or (iii) any other Person so long as the transaction is treated as a disposition of all of the assets of such Subsidiary Guarantor for purposes of Section 10.4 and, based on such characterization, would be permitted pursuant to Section 10.4; (iiic) immediately prior to, and immediately after each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the consummation time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such transaction, and after giving effect thereto, Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a SubsidiaryRequired Holders; and (ivd) immediately prior to, before and immediately after the consummation of such transaction, and after giving effect theretoto such transaction or each transaction in any such series of transactions, no Default or Event of Default exists shall have occurred and be continuing. No such conveyance, transfer or would existlease of substantially all of the assets of the Company or any Subsidiary Guarantor shall have the effect of releasing the Company or such Subsidiary Guarantor, as the case may be, or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.5, from its liability under (x) this Agreement or the Notes (in the case of the Company) or (z) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.8(b) in connection with or immediately following such conveyance, transfer or lease.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Restricted Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than a Guarantor)Person so long as the survivor is the Restricted Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.4; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Dentsply International Inc. Note Purchase Agreement Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and (iiiB) immediately prior to, an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeffect; and (ivc) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would exist.

Merger and Consolidation. The Company shall Obligors will not, and shall will not permit any Subsidiary of their Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Subsidiary of the Obligors may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) any Obligor or a Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other Person so long as the survivor is the Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.4; (2) any Obligor may consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a Wholly-Owned Subsidiary single transaction or series of transactions to, any other than a Guarantor)Obligor; provided that and (3) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intoany Obligor with, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of any Obligor in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of an Obligor as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent corporation or limited liability company organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if such Obligor is not the due Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement (and each Supplement thereto) and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and (iiiB) immediately prior to, an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeffect; and (ivc) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would exist.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary to, merge with become a party to a merger or into, consolidate with, consolidation or sell, lease as lessor, transfer or otherwise dispose of all its assets as an entirety or substantially all of its Property to, any other Person or permit any other Person to as an entirety; provided that (1) a Subsidiary may merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, lease, transfer lease or otherwise dispose of all its assets as an entirety or substantially all of its assets toas an entirety to the Company, the Company another Subsidiary or a Wholly-Owned corporation which becomes a Subsidiary other than as a Guarantor); provided that the foregoing restriction does not apply to the result of such merger or consolidation or such sale, lease or disposal and which immediately after the consummation of such merger or consolidation or such sale, lease or disposal, and after giving effect thereto, no Default or Event of Default would exist, or (2) the Company may merge or consolidate with or into, or the sale, lease, transfer or other disposition by the Company of all or substantially all of its Property to, another corporation, ifif all of the following conditions are met: (i) the corporation that which results from such merger or consolidation or that purchases, leases, or acquires all or substantially all of such Property (the “Surviving Corporation”"surviving corporation") is solvent and organized under the laws of, and has substantially all of its Property located in, the United States of America or any a jurisdiction thereof; (ii) the due and punctual payment of the principal of and Make-Whole Amountpremium, if any, and interest on all of the NotesDebentures, according to their tenor, and the due and punctual performance and observance of all the covenants herein and in the other Financing Documents Debentures and the Agreements to be performed and or observed by the Company, are expressly assumed in writing by the Surviving Corporation pursuant to such agreements or instruments as shall be satisfactory to the Required Holders, and the Company shall cause to be delivered to each holder of Notes an opinion of independent counsel (which opinion and counsel are satisfactory to the Required Holders) to the effect that such agreements and instruments are enforceable in accordance with their terms;surviving corporation; and (iii) immediately prior to, and immediately after following the consummation of such transactionmerger, and after giving effect thereto, (A) the Company would be permitted by Section 6.6 7.9 to incur at least one dollar ($1.00) 1 of additional Funded Debt owed to a Person other than a SubsidiaryDebt; and and (ivB) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, no Default or Event of Default exists or would exist. No such consolidation, merger or transfer shall have the effect of releasing Public Service Company of North Carolina, Incorporated (or any other corporation which at the time shall have assumed the obligations of the Company under the Agreements and the Debentures) from its obligations under the Agreements and the Debentures.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Restricted Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than a Guarantor)Person so long as the survivor is the Restricted Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.5; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement (and each Supplement thereto) and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and (iiiB) immediately prior to, an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeffect; and (ivc) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would existexist (it being agreed that, for purposes of determining compliance with Sections 10.1 and 10.2, such transaction shall be treated on a pro forma basis for the relevant period as having been consummated as of the last day of the immediately preceding fiscal quarter).

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Restricted Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than a Guarantor)Person so long as the survivor is the Restricted Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.6; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the STEPAN COMPANY NOTE PURCHASE AGREEMENT “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and (iiiB) immediately prior to, an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeffect; and (ivc) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would exist.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Restricted Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Restricted Subsidiary so long STEPAN COMPANY NOTE PURCHASE AGREEMENT as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than a Guarantor)Person so long as the survivor is the Restricted Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.6; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and (iiiB) immediately prior to, an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeffect; and (ivc) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would exist.

Merger and Consolidation. The Company shall will not, and shall will not permit any Restricted Subsidiary to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of lease all or substantially all of its assets to, the Company in a single transaction or a Wholly-Owned Subsidiary other than a Guarantor)series of transactions to any Person; provided that the foregoing restriction does not apply to the merger or consolidation of the Company that: (a) any Restricted Subsidiary may (1) consolidate with or intomerge with, or the sale, leaseconvey, transfer or other disposition by the Company of lease all or substantially all of its Property assets in a single transaction or series of transactions to, another corporation, if: (i) the corporation that results from such Company or another Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or that purchasescontinuing corporation or (ii) any other Person so long as the surviving or continuing entity is a Restricted Subsidiary or (2) convey, leasestransfer or lease all of its assets in compliance with the provisions of Section 10.6; and (b) the Company may consolidate or merge with, or acquires convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to, any Person so long as: (1) the successor formed by such Property consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (ii2) if the due Successor Corporation is not the Company, (i) such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and (ii) the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes an opinion of independent counsel (which opinion and counsel are satisfactory reasonably acceptable to the Required Holders) , to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and comply with the terms hereof and (iii) immediately prior to, and immediately after each Subsidiary Guarantor shall have reaffirmed in writing its obligations under the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a SubsidiarySubsidiary Guaranty; and (iv3) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would existshall have occurred and be continuing.

Merger and Consolidation. The Company shall Obligors will not, and shall will not permit any Restricted Subsidiary to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of lease all or substantially all of its assets to, the Company in a single transaction or a Wholly-Owned Subsidiary other than a Guarantor)series of transactions to any Person; provided that: (a) any Restricted Subsidiary (that the foregoing restriction does is not apply to the merger or consolidation of the Company an Obligor) may (1) consolidate with or intomerge with, or the sale, leaseconvey, transfer or other disposition by the Company of lease all or substantially all of its Property assets in a single transaction or series of transactions to, another corporation, if: (i) the corporation that results from such an Obligor or another Restricted Subsidiary so long as in any merger or consolidation involving an Obligor, such Obligor shall be the surviving or that purchasescontinuing corporation or (ii) any other Person so long as the surviving or continuing entity is the Restricted Subsidiary or (2) convey, leasestransfer or lease all of its assets in compliance with the provisions of Section 10.5; (b) any Obligor may consolidate or merge with, or acquires convey, transfer or lease all or substantially all of the assets of such Property Obligor in a single transaction or series of transactions to, any Person so long as: (1) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of such Obligor as an entirety, as the case may be (the “Surviving Successor Corporation”) is "), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (ii2) if the due Successor Corporation is not an Obligor, (i) such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and (ii) the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes an opinion of independent counsel (which opinion and counsel are satisfactory reasonably acceptable to the Required Holders) , to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and comply with the terms hereof and (iii) immediately prior to, each other Obligor shall have reaffirmed in writing its obligations under this Agreement and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a SubsidiaryNotes; and (iv3) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would exist; and (c) B▇▇▇ Headquarters, LLC may merge with and into B▇▇▇, Inc. so long as B▇▇▇, Inc. is the surviving entity.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of lease all or substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (a) any Restricted Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to, (i) the Company or another Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other Person so long as the survivor is a Wholly-Owned Restricted Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 9.5; (b) any Restricted Subsidiary other than a Guarantor)may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the holders of Notes; provided that and (c) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (i) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving CorporationSuccessor Entity”) is ), shall be a Solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (ii) if the due Company is not the Successor Entity, such Successor Entity shall have executed and punctual payment delivered to each holder of Notes (in form and substance as shall be reasonably satisfactory to the principal Required Holders) (a) its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants herein each covenant and in the other Financing Documents condition of each Note Document to be performed and observed by the Company, are expressly assumed by the Surviving Corporation pursuant to such agreements or instruments as shall be satisfactory to the Required Holders, and which the Company shall cause to be delivered to each holder of Notes is a party, (b) an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms;terms and (c) an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and effect; and (iii) immediately prior to, before and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiary; and (iv) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, transaction no Default or Event of Default exists or would exist.

Merger and Consolidation. The Company shall notno such merger, and shall not permit any Subsidiary to, merge with consolidation or into, consolidate with, or sell, lease as lessorconveyance, transfer or otherwise dispose lease shall be permitted if an Event of Default shall arise as a result of such transaction. Upon any permitted consolidation or merger, or any permitted conveyance, transfer or lease of all or substantially all of its Property tothe assets of the Lessee and the satisfaction of the conditions specified in this Section 4.02(e), any other Person the successor corporation formed by such consolidation or permit any other into which the Lessee is merged or the Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leasewhich such conveyance, transfer or otherwise dispose lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Lessee under this Agreement and the Lease and each other Operative Agreement and any other document contemplated hereby and thereby to which the Lessee is a party with the same effect as if such successor corporation had been named as the Lessee herein and therein. No such consolidation or merger, or sale, conveyance, transfer or lease of all or substantially all of its the assets to, the Company or a Wholly-Owned Subsidiary other than a Guarantor); provided that the foregoing restriction does not apply to the merger or consolidation of the Company with Lessee as an entirety shall have the effect of releasing the Lessee or intoany successor corporation which shall theretofore have become the Lessee hereunder in the manner prescribed in this Section 4.02(e) from its liability hereunder or under the other Operative Agreements. Nothing contained herein shall permit any lease, sublease, or other arrangement for the saleuse, lease, transfer operation or other disposition by the Company of all or substantially all of its Property to, another corporation, if: (i) the corporation that results from such merger or consolidation or that purchases, leases, or acquires all or substantially all of such Property (the “Surviving Corporation”) is organized under the laws of, and has substantially all of its Property located in, the United States of America or any jurisdiction thereof; (ii) the due and punctual payment possession of the principal of and Make-Whole Amount, if any, and interest on all Aircraft except in compliance with the applicable provisions of the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation pursuant to such agreements or instruments as shall be satisfactory to the Required Holders, and the Company shall cause to be delivered to each holder of Notes an opinion of independent counsel (which opinion and counsel are satisfactory to the Required Holders) to the effect that such agreements and instruments are enforceable in accordance with their terms; (iii) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiary; and (iv) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, no Default or Event of Default exists or would existLease.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of lease all or substantially all of its assets to, the Company in a single transaction or a Wholly-Owned Subsidiary other than a Guarantor)series of transactions to any Person; provided that the foregoing restriction does not apply to the merger or consolidation of the Company that: (a) any Restricted Subsidiary may (1) consolidate with or intomerge with, or the sale, leaseconvey, transfer or other disposition by the Company of lease all or substantially all of its Property assets in a single transaction or series of transactions to, another corporation, if: (i) the corporation that results from such Company or another Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or that purchases, leasescontinuing entity (or the Company has complied with the requirements of Section 10.6(b)) or (ii) any other Person so long as the surviving or continuing entity is a Restricted Subsidiary or (2) Dispose of its assets in compliance with the provisions of Section 10.5; and (b) the Company may consolidate or merge with, or acquires convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) the successor formed by such Property consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company as an entirety, as the case may be (the “Surviving CorporationSuccessor Entity”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (ii2) if the due Successor Entity is not the Company, (i) such Successor Entity shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement, each Supplement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and (ii) the Company Successor Entity shall cause have caused to be delivered to each holder of Notes an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements assumption comply with the terms hereof and instruments are enforceable in accordance with their terms; terms except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles and (iii) immediately prior toeach Subsidiary Guarantor, and immediately after the consummation of such transactionif any, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryshall have reaffirmed in writing its obligations under its Subsidiary Guaranty; and (iv3) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would existshall have occurred and be continuing.

Merger and Consolidation. The Company shall not, and shall not permit any Subsidiary to, merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, lease, transfer or otherwise dispose of all or substantially all of its assets to, the Company or a Wholly-Owned Subsidiary other than a Guarantor); provided that the foregoing restriction does not apply to the merger or consolidation of the Company with or into, or the sale, lease, transfer or other disposition by the Company of all or substantially all of its Property to, another corporation, if: (iI) the corporation that results from such merger or consolidation or that purchases, leases, or acquires all or substantially all of such Property (the “Surviving Corporation”"SURVIVING CORPORATION") is organized under the laws of, and has substantially all of its Property located in, the United States of America or any jurisdiction thereof; (iiII) the due and punctual payment of the principal of and Make-Make- Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation pursuant to such agreements or instruments as shall be satisfactory to the Required Holders, and the Company shall cause to be delivered to each holder of Notes an opinion of independent counsel (which opinion and counsel are satisfactory to the Required Holders) to the effect that such agreements and instruments are enforceable in accordance with their terms; (iiiIII) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 6.6(e)(i) and Section 6.6(e)(ii) to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiary; and (ivIV) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, no Default or Event of Default exists or would exist.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of lease all or substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than a Guarantor)Person so long as the survivor is the Subsidiary, or (y) convey, transfer or lease all or substantially all of its assets in compliance with the provisions of Section 10.5; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and (iiiB) immediately prior to, an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeffect; and (ivc) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would existexist (it being agreed that, for purposes of determining compliance with Sections 10.1 and 10.2, such transaction shall be treated on a pro forma basis for the relevant period as having been consummated as of the last day of the immediately preceding fiscal quarter).

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than a Guarantor)Person so long as the survivor is the Subsidiary, or (y) convey, transfer or lease all or any part of its assets in compliance with the provisions of Section 10.5; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of independent counsel (which opinion and counsel are reasonably satisfactory to the Required Holders) , to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their termsterms and (B) an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and effect; (iiic) immediately prior to, and immediately after the consummation of at such transaction, time and after giving effect thereto, the Company would be permitted by Section 6.6 to could incur at least one dollar ($1.00) 1.00 of additional Funded Debt owed to a Person other than a Subsidiaryin accordance with Section 10.2; and (ivd) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would exist.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of lease all or substantially all of its assets to, the Company in a single transaction or a Wholly-Owned Subsidiary other than a Guarantor)series of transactions to any Person; provided that the foregoing restriction does not apply to the merger or consolidation of the Company that: (a) any Restricted Subsidiary may (1) consolidate with or intomerge with, or the sale, leaseconvey, transfer or other disposition by the Company of lease all or substantially all of its Property assets in a single transaction or series of transactions to, another corporation, if: (i) the corporation that results from such Company or another Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or that purchases, leasescontinuing -36- entity (or the Company has complied with the requirements of Section 10.6(b)) or (ii) any other Person so long as the surviving or continuing entity is a Restricted Subsidiary or (2) Dispose of its assets in compliance with the provisions of Section 10.5; and (b) the Company may consolidate or merge with, or acquires convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) the successor formed by such Property consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company as an entirety, as the case may be (the “Surviving CorporationSuccessor Entity”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereof; the District of Columbia; (ii2) if the due Successor Entity is not the Company, (i) such Successor Entity shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and (ii) the Company Successor Entity shall cause have caused to be delivered to each holder of Notes an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements assumption comply with the terms hereof and instruments are enforceable in accordance with their terms; terms except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles and (iii) each Subsidiary Guarantor, if any, shall have reaffirmed in writing its obligations under its Subsidiary Guaranty; and (3) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiary; and (iv) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, transaction no Default or Event of Default exists or would existshall have occurred and be continuing.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than a Guarantor)Person so long as the survivor is the Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.4; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and (iiiB) immediately prior to, an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeffect; and (ivc) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists would exist (or would existhave existed on the last day of the fiscal Stericycle, Inc. Note Purchase Agreement quarter immediately preceding such consolidation or merger and after giving effect thereto).

Merger and Consolidation. (a) The Company shall not, and shall Issuer will not permit any Subsidiary to, merge consolidate with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of lease all or substantially all of its assets to, the Company or a Wholly-Owned Subsidiary other than a Guarantor); provided that the foregoing restriction does not apply to the merger or consolidation of the Company with or intoany Person, or the sale, lease, transfer or other disposition by the Company of all or substantially all of its Property to, another corporation, ifunless: (i1) the corporation that results from such merger resulting, surviving or consolidation or that purchases, leases, or acquires all or substantially all of such Property transferee Person (the “Surviving CorporationSuccessor Company”) is will be a Person organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State of the United States or any jurisdiction thereofthe District of Columbia and the Successor Company (if not the Issuer) will expressly assume all the obligations of the Issuer under the Notes and this Indenture and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (ii2) the due immediately after giving effect to such transaction (and punctual payment treating any Indebtedness that becomes an obligation of the principal of and Make-Whole Amount, if any, and interest on all applicable Successor Company or any Subsidiary of the Notes, according to their tenor, and the due and punctual performance and observance applicable Successor Company as a result of all the covenants herein and in the other Financing Documents to be performed and observed such transaction as having been Incurred by the Company, are expressly assumed by applicable Successor Company or such Subsidiary at the Surviving Corporation pursuant to such agreements or instruments as shall be satisfactory to the Required Holders, and the Company shall cause to be delivered to each holder of Notes an opinion of independent counsel (which opinion and counsel are satisfactory to the Required Holders) to the effect that such agreements and instruments are enforceable in accordance with their terms; (iii) immediately prior to, and immediately after the consummation time of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiary; and (iv) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto), no Default or Event of Default exists shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Consolidated Total Leverage Ratio would existnot be greater than it was immediately prior to giving effect to such transaction; and (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, 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 Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes and this Indenture but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under such Notes or this Indenture.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Restricted Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than Person so long as the survivor is a Guarantor)Restricted Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.4; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; (iii) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiary; and (ivc) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction (i) no Default or Event of Default exists or would existexist (it being agreed that, for purposes of determining compliance with Section 10.1, such transaction shall be treated on a pro forma basis for the relevant period as having been consummated as of the last day of the immediately preceding fiscal quarter), and (ii) the Company could incur at least $1.00 of additional Priority Indebtedness under Section 10.2.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than a Guarantor)Person so long as the survivor is the Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.6; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of independent counsel (which opinion and counsel are reasonable satisfactory to the Required Holders) , to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and (iiiB) immediately prior to, an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeffect; and (ivc) immediately prior to, at such time and immediately after the consummation of giving effect to such transaction, and after giving effect thereto, no Default or Event of Default exists or would existexist (it being agreed that for purposes of determining compliance with Section 10.2, such transaction shall be treated on a pro forma basis for the relevant period as having been consummated as of the last day of the immediately preceding fiscal quarter).

Merger and Consolidation. The Company shall not, and shall not permit any Subsidiary to, merge with Merge or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (any other Person, except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, lease, transfer or otherwise dispose of all or substantially all of its assets to, the Company or a Wholly-Owned Subsidiary other than a Guarantor); provided that the foregoing restriction does not apply to the merger or consolidation of the Company with or into, or the sale, lease, transfer or other disposition by the Company of all or substantially all of its Property to, another corporation, ifthat: (i) any Subsidiary may merge or consolidate with or into the Company, provided that the Company is the continuing or surviving corporation, (ii) any Subsidiary may merge or consolidate with or into a Non-Dilutive Subsidiary, provided that the Non-Dilutive Subsidiary is the continuing or surviving corporation, (iii) the Company may merge or consolidate with any other solvent corporation, provided that (a) the Company shall be the continuing or surviving corporation that results from or (b) if the continuing or surviving corporation is not the Company, such merger continuing or consolidation or that purchases, leases, or acquires all or substantially all of such Property (the “Surviving Corporation”) surviving corporation is organized under the laws ofof the District of Columbia, and has substantially all any state of its Property located in, the United States of America America, Japan or any jurisdiction thereof; (ii) the due and punctual payment country which is a member of the principal of and Make-Whole Amount, if any, and interest on all European Community (or any successor organization or association) a nd has expressly assumed in writing the obligations of the Notes, according to their tenor, Company under this Agreement and the due and punctual performance and observance of all the covenants herein and Notes (which assumption shall be pursuant to an agreement in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation pursuant to such agreements or instruments form attached hereto as shall be satisfactory to the Required Holders, Exhibit E) and the Company shall cause have caused to be delivered to each holder of Notes an opinion of independent counsel (which opinion and counsel are reasonably satisfactory to the Required Holders) Holders of the Notes, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and comply with the terms hereof (iii) immediately prior towhich opinion may be subject to bankruptcy and other customary exceptions), and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00c) of additional Funded Debt owed to a Person other than a Subsidiary; and (iv) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, no Default or Event of Default exists or would exist.exist immediately after giving effect to such merger or consolidation, and (iv) the Company may sell or otherwise dispose of all or substantially all of its assets (other than stock and Debt of Subsidiaries, which may only be sold or otherwise disposed of pursuant to paragraph 6B(4)) to any Person for consideration which represents the fair market value (as determined in good faith by the Board of Directors of the Company) at the time of such sale or other disposition if (a) the acquiring Person is organized under the laws of the District of Columbia , any state of the United States of America, Japan or any country which is a member off the European Community (or any successor organization or association) and has expressly assumed in writing the obligations of the Company under this Agreement and the Notes (which assumption shall be pursuant to an agreement in the form attached hereto as Exhibit E) and the Company shall have caused to be delivered to each holder of Notes an opinion of independent counsel reasonably satisfactory to the Required Holders of the Notes, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof (which opinion may be subject to bankruptcy and other customary except ions), and (b) no Default or Event of Default exists or would exist immediately after giving effect to such sale or disposition;

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than a Guarantor)Person so long as the survivor is the Subsidiary, or (y) convey, transfer or lease all or any part of its assets in compliance with the provisions of Section 10.5; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement (and each Supplement thereto) and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of independent counsel (which opinion and counsel are reasonably satisfactory to the Required Holders) , to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their termsterms and (B) an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and effect; (iiic) immediately prior to, and immediately after the consummation of at such transaction, time and after giving effect thereto, the Company would be permitted by Section 6.6 to could incur at least one dollar ($1.00) 1.00 of additional Funded Debt owed to a Person other than a Subsidiaryin accordance with Section 10.2; and (ivd) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would exist.. ▇▇▇ ▇▇▇▇▇▇▇▇ Freight Line, Inc. Note Purchase Agreement

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary Guarantor or any of its Material Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Subsidiary Guarantor or Material Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than Person so long as the survivor is a Guarantor)Subsidiary after giving effect to such transaction, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.5; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all -36- of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which opinion and or such other counsel are satisfactory as may be reasonably acceptable to the Required Holders) ), to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and (iiiB) immediately prior to, an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeffect; and (ivc) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would existexist (it being agreed that, for purposes of determining compliance with Sections 10.1 and 10.2, such transaction shall be treated on a pro forma basis for the relevant period as having been consummated as of the last day of the most recent fiscal quarter for which financial statements have been delivered and, for purposes of determining compliance with Section 10.3, that all Priority Debt will be deemed to have been incurred as of the last day of the most recent fiscal quarter for which financial statements have been delivered).

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of lease all or substantially all of its assets to, the Company in a single transaction or a Wholly-Owned Subsidiary other than a Guarantor)series of transactions to any Person; provided that the foregoing restriction does not apply to the merger or consolidation of the Company that: (a) any Restricted Subsidiary may (1) consolidate with or intomerge with, or the sale, leaseconvey, transfer or other disposition by the Company of lease all or substantially all of its Property assets in a single transaction or series of transactions to, another corporation, if: (i) the corporation that results from such Company or another Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or that purchasescontinuing entity (or the Company has complied with the requirements of Section 10.6(b)) or (ii) any other Person so long as the surviving or continuing entity is a Restricted Subsidiary or (2) convey, leasestransfer or lease its assets in compliance with the provisions of Section 10.5; and (b) the Company may consolidate or merge with, or acquires convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) the successor formed by such Property consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company as an entirety, as the case may be (the “Surviving CorporationSuccessor Entity”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (ii2) if the due Successor Entity is not the Company, (i) such Successor Entity shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement, each Supplement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and (ii) the Company Successor Entity shall cause have caused to be delivered to each holder of Notes an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements assumption comply with the terms hereof and instruments are enforceable in accordance with their terms; terms except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles and (iii) immediately prior toeach Subsidiary Guarantor, and immediately after the consummation of such transactionif any, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryshall have reaffirmed in writing its obligations under its Subsidiary Guaranty; and (iv3) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would existshall have occurred and be continuing.

Merger and Consolidation. The Company Lessee shall not, and shall not permit during the ------------------------ Term, enter into any Subsidiary to, merge merger with or into, consolidate into or consolidation with, or sell, convey, transfer, lease as lessor, transfer or otherwise dispose of all in one or substantially all a series of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, lease, transfer or otherwise dispose of transactions all or substantially all of its assets toas an entirety to any Person, unless (x) no Event of Default of the type described in Section 16(a), (f), (g) or (h) of the Lease shall have occurred and be continuing, (y) no Event of Default shall arise as a result of such merger, consolidation, purchase, conveyance, transfer, lease or other disposition and (z) the surviving corporation or Person which acquires by purchase, conveyance, transfer or lease all or substantially all of the assets of the Lessee as an entirety (i) is a domestic corporation organized and existing under the laws of the United States or any State of the United States, (ii) is a Citizen of the United States, (iii) the benefits of Section 1110 available to the Owner Trustee and the Indenture Trustee immediately prior to such transaction shall not be adversely affected as a result of such transaction, (iv) is a Section 1110 Person, so long as such status is a condition to the availability of protection for the Lessor and the Indenture Trustee under Section 1110, (v) if not the Lessee, executes a duly authorized, legal, valid, binding, and enforceable agreement, reasonably satisfactory in form and substance to Owner Trustee, Owner Participant and Indenture Trustee, containing an effective assumption of all of the Lessee's obligations hereunder and under the other Operative Agreements, and each other document contemplated hereby or thereby and delivers such instrument to the Indenture Trustee, the Company or a Wholly-Owned Subsidiary other than a Guarantor); provided that Participants and the foregoing restriction does not apply Owner Trustee, (v) provides an opinion from counsel (which counsel may be the Lessee's General Counsel) delivered to the Owner Trustee, the Indenture Trustee and the Owner Participant, which opinion shall be reasonably satisfactory to the Owner Participant and the Indenture Trustee, and an officer's certificate (which may rely, as to legal matters, on such legal opinion), each stating that such merger, consolidation, conveyance, transfer, lease or other disposition and the instrument noted in clause (iv) above comply with this Section 4.02(e), that such instrument has been duly authorized, executed and delivered and is a legal, valid and binding obligation of, and is enforceable against, such survivor or Person, and that all conditions precedent herein provided for relating to such transaction have been complied with, and (vi) such survivor or Person makes such filings and recordings with the FAA as may be required pursuant to part A of subtitle VII or ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code to evidence such merger or consolidation and such filings and recordings necessary in order to preserve and protect the rights of the Company with Owner Trustee, the Indenture Trustee and the Noteholders under the Indenture. Upon any consolidation or intomerger, or the sale, leaseany conveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Lessee and the satisfaction of the conditions specified in this Section 4.02(e), the successor corporation formed by such consolidation or into which the Lessee is merged or the Person to which such conveyance, transfer or lease is made shall succeed to, another corporationand be substituted for, if: (i) and may exercise every right and power of, the Lessee under this Agreement and the Lease and each other Operative Agreement and any other document contemplated hereby and thereby to which the Lessee is a party with the same effect as if such successor corporation that results from had been named as the Lessee herein and therein. No such merger or consolidation or that purchases, leasesmerger, or acquires sale, conveyance, transfer or lease of all or substantially all of such Property (the “Surviving Corporation”assets of the Lessee as an entirety shall have the 21 effect of releasing the Lessee or any successor corporation which shall theretofore have become the Lessee hereunder in the manner prescribed in this Section 4.02(e) is organized from its liability hereunder or under the laws ofother Operative Agreements. Nothing contained herein shall permit any lease, and has substantially all of its Property located insublease, or other arrangement for the United States of America use, operation or any jurisdiction thereof; (ii) the due and punctual payment possession of the principal of and Make-Whole Amount, if any, and interest on all Aircraft except in compliance with the applicable provisions of the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation pursuant to such agreements or instruments as shall be satisfactory to the Required Holders, and the Company shall cause to be delivered to each holder of Notes an opinion of independent counsel (which opinion and counsel are satisfactory to the Required Holders) to the effect that such agreements and instruments are enforceable in accordance with their terms; (iii) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiary; and (iv) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, no Default or Event of Default exists or would existLease.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary to, merge with or into, consolidate withwith or into, or sell, lease as lessor, transfer or otherwise dispose of Transfer all or substantially all of its Property to, any other Person or permit any other Person to merge or consolidate with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, lease, transfer or otherwise dispose of Transfer all or substantially all of its assets Property to, the Company or a Wholly-Owned Subsidiary other than a Guarantorif the Company or such Wholly-Owned Subsidiary is the surviving corporation); , provided that the foregoing restriction does not apply to the merger or consolidation of the Company with or intowith, or the sale, lease, transfer or other disposition by the Company Transfer of all or substantially all of its Property to, another corporation, corporation if: (i) the corporation that results from such merger or consolidation or that purchases, leases, or acquires all or substantially all of such the Property of the Company (the “Surviving Corporation”"SURVIVING CORPORATION") is organized under the laws of, and has substantially all of its Property located in, the United States of America or any jurisdiction state thereof; (ii) the due and punctual payment of the principal of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants herein and in the other Financing Documents Notes and this Agreement to be performed and or observed by the Company, are expressly assumed by the Surviving Corporation pursuant to such agreements or and instruments as shall be satisfactory to approved by the Required Holders, and the Company shall cause causes to be delivered to each holder of Notes an opinion of independent counsel (which opinion counsel, in form, scope and counsel are substance satisfactory to the Required Holders) , to the effect that such agreements and instruments are enforceable in accordance with their terms;; and (iii) immediately prior to, and immediately after the consummation of such the transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiary; and, (ivA) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, no Default or Event of Default exists or would exist, and (B) the Company would be able to Incur at least One Dollar ($1.00) of additional Debt in compliance with Section 6.1(a).

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of lease all or substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than a Guarantor)Person so long as the survivor is the Subsidiary, or (y) convey, transfer or lease all or substantially all of its assets in compliance with the provisions of Section 10.5; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is "), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and (iiiB) immediately prior to, an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeffect; and (ivc) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would existexist (it being agreed that, for purposes of determining compliance with Sections 10.1 and 10.2, such transaction shall be treated on a pro forma basis for the relevant period as having been consummated as of the last day of the immediately preceding fiscal quarter).

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Restricted Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, the Company or a Wholly-Owned any Restricted Subsidiary other than a Guarantor)so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.5; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement (and each Supplement thereto) and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and (iiiB) immediately prior to, an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeffect; and (ivc) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would existexist (it being agreed that, for purposes of determining compliance with Section 10.1, such transaction shall be treated on a pro forma basis for the relevant period as having been consummated as of the last day of the immediately preceding fiscal quarter).

Merger and Consolidation. (a) The Company shall not, and shall will not permit any Subsidiary to, consolidate with or merge with or into, consolidate with, or sell, lease as lessorconvey, transfer or otherwise dispose of lease all or substantially all its assets, in one transaction or a series of related transactions, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of any member state of the European Union, the United Kingdom, the United States of America, any State of the United States or the District of Columbia, Canada or any province of Canada, Norway or Switzerland and the Successor Company (if not the Company) will expressly assume, by supplemental indenture and any necessary supplements or joinders to the Collateral Documents, executed and delivered to the Trustee and Collateral Agent, all the obligations of the Company under the Notes, this Indenture and the Collateral Documents, and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a), (ii) the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (c) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel to the effect that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor Company, provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections 4.1(a)(2) and.4.1(a)(3). (b) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes, this Indenture and the Collateral Documents. (c) Notwithstanding Sections 4.1(a)(2), 4.1(a)(3) and 4.1(a)(4) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merger into or transfer all or part of its Property toproperties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor, (iii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Person Restricted Subsidiary and (iv) the Company and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. Notwithstanding Sections 4.1(a)(2) and.4.1(a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction, or changing the legal form of the Company. (d) The foregoing provisions (other than the requirements of Section 4.1(a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (e) No Guarantor may (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge intosuch Guarantor, consolidate with, or sell, lease, transfer or otherwise dispose of all or substantially all of its assets to, the Company or a Wholly-Owned Subsidiary other than a Guarantor); provided that the foregoing restriction does not apply to the merger or consolidation of the Company with or into, or the sale, lease, transfer or other disposition by the Company of all or substantially all of its Property to, another corporation, if:unless (i) (A) the corporation that results from such merger or consolidation or that purchases, leases, or acquires all or substantially all of such Property (other Person is the “Surviving Corporation”) is organized under the laws of, and has substantially all of its Property located in, the United States of America Company or any jurisdiction thereof; (ii) Restricted Subsidiary that is Guarantor or becomes a Guarantor concurrently with the due and punctual payment of the principal of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation pursuant to such agreements or instruments as shall be satisfactory to the Required Holders, and the Company shall cause to be delivered to each holder of Notes an opinion of independent counsel (which opinion and counsel are satisfactory to the Required Holders) to the effect that such agreements and instruments are enforceable in accordance with their terms; (iii) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiary; and (iv) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, no Default or Event of Default exists or would exist.or

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Restricted Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than a Guarantor)Person so long as the survivor is the Restricted Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.4; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and Notes (pursuant to an assumption agreement substantially in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation pursuant to such agreements or instruments form attached hereto as shall be satisfactory to the Required HoldersExhibit 10.5), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and (iiiB) immediately prior to, an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeffect; and (ivc) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would exist.

Merger and Consolidation. (a) The Company shall not, and shall will not permit any Subsidiary to, consolidate with or merge with or into, consolidate with, or sell, lease as lessorconvey, transfer or otherwise dispose of lease all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, lease, transfer or otherwise dispose of all or substantially all of its assets to, the Company or a Wholly-Owned Subsidiary other than a Guarantor); provided that the foregoing restriction does not apply to the merger or consolidation of the Company with or intoany Person, or the sale, lease, transfer or other disposition by the Company of all or substantially all of its Property to, another corporation, ifunless: (i1) the corporation that results from such merger resulting, surviving or consolidation or that purchases, leases, or acquires all or substantially all of such Property transferee Person (the “Surviving CorporationSuccessor Company”) is will be a Person organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State of the United States or any jurisdiction thereofthe District of Columbia and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Company under the Notes and this Indenture and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (ii2) the due immediately after giving effect to such transaction (and punctual payment treating any Indebtedness that becomes an obligation of the principal of and Make-Whole Amount, if any, and interest on all Successor Company or any Subsidiary of the Notes, according to their tenor, and the due and punctual performance and observance Successor Company as a result of all the covenants herein and in the other Financing Documents to be performed and observed such transaction as having been Incurred by the Company, are expressly assumed by Successor Company or such Subsidiary at the Surviving Corporation pursuant to such agreements or instruments as shall be satisfactory to the Required Holders, and the Company shall cause to be delivered to each holder of Notes an opinion of independent counsel (which opinion and counsel are satisfactory to the Required Holders) to the effect that such agreements and instruments are enforceable in accordance with their terms; (iii) immediately prior to, and immediately after the consummation time of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiary; and (iv) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto), no Default or Event of Default exists shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (a) the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Leverage Ratio would existnot be greater than it was immediately prior to giving effect to such transaction; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel to the effect that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the Successor Company (in each case, in form reasonably satisfactory to the Trustee); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of clauses (2) and (3) above. (b) For purposes of this Section 4.1, 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) The Successor Company will 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 company will not be released from its obligations under this Indenture or the Notes. (d) Notwithstanding the preceding clauses (a)(2), (a)(3) and (a)(4) (which do not apply to transactions referred to in this sentence), (i) any Restricted Subsidiary of the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company and (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction, or changing the legal form of the Company so long as the amount of Indebtedness is not increased thereby. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Company. (f) No Guarantor may: (1) consolidate with or merge with or into any Person; or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to, any Person; or (3) permit any Person to merge with or into the Guarantor, unless (i) the other Person is the Company or any Restricted Subsidiary that is Guarantor or becomes a Guarantor concurrently with the transaction; or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee of the Notes; and

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of lease all or substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Restricted Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than Person so long as the survivor is a Guarantor)Restricted Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.5; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, if:any Person so long as: Eagle Materials Inc. Note Purchase Agreement (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving CorporationSuccessor Entity”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Company is not the Successor Entity, such Successor Entity shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement (and each Supplement hereto) and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Entity shall cause have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and (iiiB) immediately prior to, an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeffect; and (ivc) immediately prior to, before and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would exist.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Restricted Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than a Guarantor)Person so long as the survivor is the Restricted Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.6; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and (iiiB) immediately prior to, an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeffect; and (ivc) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would exist.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of lease all or substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than Person so long as the survivor is the Subsidiary or such other Person becomes a Guarantor)Subsidiary, or (y) convey, transfer or lease all or substantially all of its assets in compliance with the provisions of Section 10.5; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be an entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes an opinion of independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; (iii) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiary; and (ivc) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would existexist (it being agreed that, for purposes of determining compliance with Section 10.1 and 10.2, such transaction shall be treated on a pro forma basis for the relevant period as having been consummated as of the last day of the immediately preceding fiscal quarter).

Merger and Consolidation. The Company shall will not, and shall will not permit any Restricted Subsidiary to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of lease all or substantially all of its assets to, the Company in a single transaction or a Wholly-Owned Subsidiary other than a Guarantor)series of transactions to any Person; provided that the foregoing restriction does not apply to the merger or consolidation of the Company that: (a) any Restricted Subsidiary may (1) consolidate with or intomerge with, or the sale, leaseconvey, transfer or other disposition by the Company of lease all or substantially all of its Property assets in a single transaction or series of transactions to, another corporation, if: (i) the corporation that results from such Company or another Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or that purchasescontinuing corporation or (ii) any other Person so long as the surviving or continuing entity is a Restricted Subsidiary or (2) convey, leases, transfer or acquires lease all or substantially all of such Property its assets in compliance with the provisions of Section 10.5; and (b) the “Surviving Corporation”) is organized under the laws ofCompany may consolidate or merge with, and has or convey, transfer or lease all or substantially all of its Property located inassets in a single transaction or series of transactions to, any Person so long as: (1) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company as an entirety, as the case may be (the "Successor Corporation"), shall be a solvent entity organized and existing under the laws of the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (ii2) if the due Successor Corporation is not the Company, (i) such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and (ii) the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes an opinion of independent counsel (which opinion and counsel are satisfactory reasonably acceptable to the Required Holders) , to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms subject to customary exceptions and (iii) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeach Subsidiary Guarantor shall have reaffirmed in writing its obligations under its Subsidiary Guaranty; and (iv3) immediately prior to, before and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would existshall have occurred and be continuing.

Merger and Consolidation. (a) The Company shall not, and shall Issuer will not permit any Subsidiary to, merge consolidate with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of lease all or substantially all of its assets to, the Company or a Wholly-Owned Subsidiary other than a Guarantor); provided that the foregoing restriction does not apply to the merger or consolidation of the Company with or intoany Person, or the sale, lease, transfer or other disposition by the Company of all or substantially all of its Property to, another corporation, ifunless: (i1) the corporation that results from such merger resulting, surviving or consolidation or that purchases, leases, or acquires all or substantially all of such Property transferee Person (the “Surviving CorporationSuccessor Company”) is will be a Person organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State of the United States or any jurisdiction thereofthe District of Columbia and the Successor Company (if not the Issuer) will expressly assume all the obligations of the Issuer under the Notes and this Indenture and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (ii2) the due immediately after giving effect to such transaction (and punctual payment treating any Indebtedness that becomes an obligation of the principal of and Make-Whole Amount, if any, and interest on all applicable Successor Company or any Subsidiary of the Notes, according to their tenor, and the due and punctual performance and observance applicable Successor Company as a result of all the covenants herein and in the other Financing Documents to be performed and observed such transaction as having been Incurred by the Company, are expressly assumed by applicable Successor Company or such Subsidiary at the Surviving Corporation pursuant to such agreements or instruments as shall be satisfactory to the Required Holders, and the Company shall cause to be delivered to each holder of Notes an opinion of independent counsel (which opinion and counsel are satisfactory to the Required Holders) to the effect that such agreements and instruments are enforceable in accordance with their terms; (iii) immediately prior to, and immediately after the consummation time of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiary; and (iv) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto), no Default or Event of Default exists shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Consolidated Total Leverage Ratio would existnot be greater than it was immediately prior to giving effect to such transaction; and (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, 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 Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than a Guarantor)Person so long as the survivor is the Subsidiary, or (y) convey, transfer or lease all or any part of its assets in compliance with the provisions of Section 10.5; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporationany Person so long as: ▇▇▇ ▇▇▇▇▇▇▇▇ Freight Line, if:Inc. Note Purchase Agreement (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement (and each Supplement thereto) and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of independent counsel (which opinion and counsel are reasonably satisfactory to the Required Holders) , to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their termsterms and (B) an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and effect; (iiic) immediately prior to, and immediately after the consummation of at such transaction, time and after giving effect thereto, the Company would be permitted by Section 6.6 to could incur at least one dollar ($1.00) 1.00 of additional Funded Debt owed to a Person other than a Subsidiary; in accordance with Section 10.2 and (ivd) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would exist.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Subsidiaries to, merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor of the Company may merge with or into, consolidate with, or sell, lease, transfer or otherwise dispose of all or substantially all of its assets to, the Company or a Wholly-Owned Subsidiary other than a GuarantorSubsidiary); provided that the foregoing restriction does not apply to the merger or consolidation of the Company with or into, or the sale, lease, transfer or other disposition by the Company of all or substantially all of its Property to, another corporation, if: (i) the corporation that results from such merger or consolidation or that purchases, leases, or acquires all or substantially all of such Property (the “"Surviving Corporation”") is shall be organized under the laws of, and has have substantially all of its Property located in, the United States of America or any jurisdiction thereof; (ii) the due and punctual payment of the principal of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants contained herein and in the other Financing Documents Notes to be performed and observed by the Company, are shall be expressly assumed by the Surviving Corporation pursuant to such agreements or instruments as shall be satisfactory to the Required Holders, and ; (iii) each Guarantor shall have reconfirmed its obligations hereunder in writing; (iv) the Company shall cause have caused to be delivered to each holder of Notes an opinion of independent counsel (which opinion and counsel are satisfactory in form and substance to the Required Holders) to the effect that (i) such agreements agreements, reconfirmations and instruments are enforceable in accordance with their terms;, (ii) no taxable event or consequence will result to any holder of Notes solely by virtue of such merger, consolidation, purchase, lease or acquisition and the assumption by the Surviving Corporation of the obligations of he Company hereunder and under the Notes, and (iii) the obligations of the Guarantors are in full force and effect; and (iiiv) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, (A) no Default or Event of Default shall exist, and (B) the Company Surviving Corporation would be permitted by Section 6.6 to incur at least one dollar One Dollar ($1.00) of additional Funded Debt owed pursuant to a Person other than a Subsidiary; and (iv) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, no Default or Event of Default exists or would existSection 7.7 hereof.

Merger and Consolidation. The Company shall Obligors will not, and shall will not permit any Subsidiary of their Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit convey, transfer or lease substantially all of their assets in a single transaction or series of transactions to any other Person to merge with or into or consolidate with it Person; provided that: (except 1) any Subsidiary of an Obligor may (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may consolidate with or merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to, (i) an Obligor or a Subsidiary so long as in any merger or consolidation involving an Obligor, the Obligor shall be the surviving or continuing corporation or (ii) any other Person so long as the survivor is a Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.6; (2) any Obligor may consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, any other Obligor so long as (i) in any merger or consolidation involving the Parent Guarantor, the Parent Guarantor shall be the surviving or continuing corporation, and (ii) in any merger or consolidation involving the Company, if the Company is not the surviving or a Wholly-Owned continuing corporation, such surviving or continuing corporation shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement of the Company and the Notes (pursuant to such agreements and instruments as shall be reasonably satisfactory to the Required Holders), and such surviving or continuing corporation shall have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and (B) an acknowledgment from each Guarantor and Subsidiary other than a Guarantor)Guarantor that its respective Guaranty continues in full force and effect; provided that and (3) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intoParent Guarantor with, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Parent Guarantor in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Parent Guarantor as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Parent Guarantor is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants herein each covenant and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation condition of this Agreement (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and (iiiB) immediately prior to, an acknowledgment from ▇▇▇▇ Barbados and immediately after the consummation of such transaction, each Subsidiary Guarantor that its respective Guaranty continues in full force and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeffect; and (ivc) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would exist.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than a Guarantor)Person so long as the survivor is the Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.6; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of independent counsel (which opinion and counsel are reasonably satisfactory to the Required Holders) , to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms;terms and (B) an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and effect; and AZZ incorporated Note Purchase Agreement (iiic) immediately prior to, at such time and immediately after the consummation of giving effect to such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiary; and (iv) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, no Default or Event of Default exists or would existexist (it being agreed that for purposes of determining compliance with Section 10.2, such transaction shall be treated on a pro forma basis for the relevant period as having been consummated as of the last day of the immediately preceding fiscal quarter).

Merger and Consolidation. The Company shall not, and shall not permit any Subsidiary to, merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, lease, transfer or otherwise dispose of all or substantially all of its assets to, the Company or a Wholly-Owned Subsidiary other than a Guarantor); provided that the foregoing restriction does not apply to the merger or consolidation of the Company with or into, or the sale, lease, transfer or other disposition by the Company of all or substantially all of its Property to, another corporation, if: (i) the corporation that results from such merger or consolidation or that purchases, leases, or acquires all or substantially all of such Property (the “"Surviving Corporation”") is organized under the laws of, and has substantially all of its Property located in, the United States of America or any jurisdiction thereof; (ii) the due and punctual payment of the principal of and Make-Make- Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation pursuant to such agreements or instruments as shall be satisfactory to the Required Holders, and the Company shall cause to be delivered to each holder of Notes an opinion of independent counsel (which opinion and counsel are satisfactory to the Required Holders) to the effect that such agreements and instruments are enforceable in accordance with their terms; (iii) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by clause (e)(i) and clause (e)(ii) of Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiary; and (iv) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, no Default or Event of Default exists or would exist.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other than a Guarantor)Person so long as the survivor is the Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.4; provided that and (2) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intowith, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (ia) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereof;the District of Columbia; Stericycle, Inc. Note Purchase Agreement (iib) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and (iiiB) immediately prior to, an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeffect; and (ivc) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists would exist (or would existhave existed on the last day of the fiscal quarter immediately preceding such consolidation or merger and after giving effect thereto).

Merger and Consolidation. The Company shall Obligors will not, and shall will not permit any Subsidiary of their Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit convey, transfer or lease substantially all of their assets in a single transaction or series of transactions to any other Person to merge Person; provided that: (a) any Subsidiary of an Obligor may (i) consolidate with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets in a single transaction or series of transactions to, (x) an Obligor or a Subsidiary so long as in any merger or consolidation involving an Obligor, the Obligor shall be the surviving or continuing corporation or (y) any other Person so long as the survivor is a Subsidiary, or (ii) convey, transfer or lease all of its assets in compliance with the provisions of Section 11.6; (b) any Obligor may consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, any other Obligor so long as (i) in any merger or consolidation involving Ultimate Parent, Ultimate Parent shall be the surviving or continuing corporation, and (ii) in any merger or consolidation involving the Company, if the Company is not the surviving or a Wholly-Owned Subsidiary other than a Guarantorcontinuing corporation, such surviving or continuing corporation shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement of the Company and the Notes (pursuant to such agreements and instruments as shall be reasonably satisfactory to the Required Holders), and such surviving or continuing corporation shall have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and (B) an acknowledgment from each Guarantor that its respective Guaranty under Section 14 continues in full force and effect; provided that and (c) the foregoing restriction does not apply to the consolidation or merger or consolidation of the Company with or intoUltimate Parent with, or the sale, leaseconveyance, transfer or other disposition by the Company lease of all or substantially all of its Property the assets of Ultimate Parent in a single transaction or series of transactions to, another corporation, ifany Person so long as: (i1) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of Ultimate Parent as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (ii2) if Ultimate Parent is not the due Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants herein each covenant and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation condition of this Agreement (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and (iiiB) immediately prior to, an acknowledgment from HOT-Barbados and immediately after the consummation of such transaction, each Guarantor that its respective Guaranty under Section 14 continues in full force and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiaryeffect; and (iv3) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, to such transaction no Default or Event of Default exists or would exist.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, consolidate with or merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of all or lease substantially all of its assets to, the Company in a single transaction or a Wholly-Owned Subsidiary other than a Guarantor)series of transactions to any Person; provided that the foregoing restriction does not apply to the merger or consolidation of the Company that: (a) any Restricted Subsidiary may (i) consolidate with or intomerge with, or the sale, leaseconvey, transfer or other disposition by the Company of all or lease substantially all of its Property assets in a single transaction or series of transactions to, (x) the Company or another corporationRestricted Subsidiary so long as in any merger or consolidation involving the Company, ifthe Company shall be the surviving or continuing corporation or (y) any other Person so long as the survivor is a Restricted Subsidiary, or (ii) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.4; and (b) the Company may consolidate or merge with, or convey, transfer or lease of substantially all of its assets in a single transaction or series of transactions to, any Person so long as: (i) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires all or lease substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (ii) if the due Company is not the Successor Corporation, such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal Notes its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement (and each Supplement thereto) and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be reasonably satisfactory to the Required Holders), and the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms;terms and (B) an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and effect; and (iii) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiary; and (iv) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, transaction no Default or Event of Default exists or would exist.

Merger and Consolidation. The Company shall not, and shall not permit any Subsidiary to, merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, lease, transfer or otherwise dispose of all or substantially all of its assets to, the Company or a Wholly-Owned Subsidiary other than a Guarantor); provided that the foregoing restriction does not apply to the merger or consolidation of the Company with or into, or the sale, lease, transfer or other disposition by the Company of all or substantially all of its Property to, another corporation, if: (i) the corporation that results from such merger or consolidation or that purchases, leases, or acquires all or substantially all of such Property (the “Surviving Corporation”) is organized under the laws of, and has substantially all of its Property located in, the United States of America or any jurisdiction thereof; (ii) the due and punctual payment of the principal of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation pursuant to such agreements or instruments as shall be satisfactory to the Required Holders, and the Company shall cause to be delivered to each holder of Notes an opinion of independent counsel (which opinion and counsel are satisfactory to the Required Holders) to the effect that such agreements and instruments are enforceable in accordance with their terms; (iii) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 6.6(e)(i) and Section 6.6(e)(ii) to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiary; and (iv) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, no Default or Event of Default exists or would exist.

Merger and Consolidation. The Company shall will not, and shall will not permit any Subsidiary of its Subsidiaries to, merge with liquidate or wind-up into, consolidate with, amalgamate with or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, merge with any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, leaseconvey, transfer or otherwise dispose of lease all or substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (a) any Subsidiary may (1) liquidate or wind-up into, consolidate with, amalgamate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Wholly-Owned Subsidiary other than a Guarantor); provided that the foregoing restriction does not apply to the so long as in any merger or consolidation of involving the Company, the Company with shall be the surviving or into, continuing corporation or (ii) any other Person so long as the sale, leasesurviving or continuing entity is the Subsidiary; (2) amalgamate or merge into a Person acquired pursuant to a Permitted Acquisition so long as the surviving or continuing entity is a Wholly-Owned Subsidiary or (3) convey, transfer or other disposition by lease all of its assets in compliance with the provisions of Section 10.6; and (b) the Company of may consolidate, amalgamate or merge with, or convey, transfer or lease all or substantially all of its Property the assets of the Company in a single transaction or series of transactions to, another corporation, ifany Person so long as: (i1) the corporation that results from successor formed by such consolidation or the survivor of such merger or consolidation the Person that acquires by conveyance, transfer or that purchases, leases, or acquires lease all or substantially all of such Property the assets of the Company as an entirety, as the case may be (the “Surviving Successor Corporation”) is ), shall be a solvent entity organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia; (ii2) if the due Company is not the Successor Corporation, (i) such Successor Corporation shall have executed and punctual payment delivered to each holder of the principal a Note its assumption of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all each covenant and condition of this Agreement and the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation Notes (pursuant to such agreements or and instruments as shall be in form and substance reasonably satisfactory to the Required Holders), and (ii) the Company Successor Corporation shall cause have caused to be delivered to each holder of Notes a Note an opinion of nationally recognized independent counsel (which opinion and counsel are satisfactory to the Required Holders) counsel, to the effect that all agreements or instruments effecting such agreements and instruments assumption are enforceable in accordance with their terms; terms and comply with the terms hereof and (iii) each Subsidiary Guarantor shall have reaffirmed in writing its obligations under the Subsidiary Guaranty; and (3) immediately prior to, and immediately after the consummation of such transaction, before and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) such transaction or each transaction in any series of additional Funded Debt owed to a Person other than a Subsidiary; and (iv) immediately prior to, and immediately after the consummation of such transaction, and after giving effect theretotransactions, no Default or Event of Default exists or would exist. No such conveyance, transfer or lease of substantially all of the assets of the Company shall have the effect of releasing the Company or any Successor Corporation from its liability under this Agreement or the Notes.

Merger and Consolidation. The Company shall not, and Issuer shall not permit any Subsidiary to, consolidate with or merge with or into, consolidate with, or sell, convey, transfer, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property properties and assets to, any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that Person, whether in a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, lease, transfer or otherwise dispose of all or substantially all of its assets to, the Company single transaction or a Wholly-Owned Subsidiary other than a Guarantor); provided that the foregoing restriction does not apply to the merger or consolidation series of the Company with or intorelated transactions, or the sale, lease, transfer or other disposition by the Company of all or substantially all of its Property to, another corporation, ifunless: (i) the corporation that results from Issuer is the surviving Person in such merger or consolidation the resulting, surviving or that purchases, leases, or acquires all or substantially all of such Property transferee Person (the “Surviving CorporationSuccessor Company”) is shall be a corporation Amended and Restated PBGC Indenture organized and existing under the laws of, and has substantially all of its Property located in, the United States of America America, any State thereof or any jurisdiction thereofthe District of Columbia, and the Successor Company (if not the Issuer) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer under the Securities and this Indenture; (ii) the due and punctual payment of the principal of and Make-Whole Amount, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants herein and in the other Financing Documents to be performed and observed by the Company, are expressly assumed by the Surviving Corporation pursuant immediately after giving effect to such agreements transaction, no Default specified in Sections 6.01(1) or instruments as (2) or Event of Default with respect to any Series of Securities shall have occurred and be satisfactory to the Required Holders, and the Company shall cause to be delivered to each holder of Notes an opinion of independent counsel (which opinion and counsel are satisfactory to the Required Holders) to the effect that such agreements and instruments are enforceable in accordance with their terms;continuing; and (iii) immediately prior tothe Successor Company or the Issuer, as applicable, shall have delivered to the Trustee an Officers’ Certificate and immediately after Opinion of Counsel each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. In the consummation event of the assumption by the Successor Company of the obligations of the Issuer as provided above as a result of a merger or consolidation, such transactionSuccessor Company shall succeed to and be substituted for the Issuer hereunder and under the Securities and all such obligations of the Issuer shall terminate; provided, however, that no sale, conveyance, transfer, lease or disposition shall have the effect of releasing the Person named as the “Issuer” in the first paragraph of this Indenture or any successor Person which shall theretofore have become such in the manner prescribed in this Article from its liability as obligor and after giving effect theretomaker on any of the Securities. For the avoidance of doubt, the Company would a transaction subject to this Section 5.01 may also be permitted by subject to Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiary; and (iv) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, no Default or Event of Default exists or would exist4.05 hereof.