Common use of Transaction Consummated Clause in Contracts

Transaction Consummated. (i) The Asset Transfer shall have been consummated on terms and conditions reasonably satisfactory to the Purchasers. (ii) The Acquisition shall have been consummated (or shall be consummated contemporaneously with the application by the Company of the proceeds of the Notes) and in connection therewith, the Company shall have acquired 100% of the issued and outstanding stock of RailTex pursuant to the Merger Agreement for a merger consideration comprised of (i) an aggregate cash purchase price of no more than $139,000,000 and (ii) the Equity Issuance (as defined in the Incorporated Agreement) which shall have been consummated on terms (including documentation in respect thereof in form and substance) satisfactory in all respects to the Purchasers. (iii) In connection with the Acquisition, the Rail America Refinancing and the RailTex Refinancing shall have been consummated (or shall be consummated contemporaneously with the application by the Company of the proceeds of the Notes) on terms and conditions satisfactory in all respects to the Purchasers and except for capital leases and senior secured indebtedness totaling $17,900,000 and convertible subordinated indebtedness of $24,600,000, Holdings and its Subsidiaries shall have no indebtedness for borrowed money other than that incurred in connection with the Transaction. (iv) The Company shall have received proceeds of not less than $330,000,000 of Term Loans under the Credit Agreement and the Revolving Loans shall be available thereunder (but undrawn) on the Issuance Date. (v) The Intermediate Holdings Asset Bridge Note Issuance shall have been consummated on terms (including documentation in respect thereof in form and substance) satisfactory in all respects to the Purchasers and resulted in gross cash proceeds of at least $55,000,000. All of the net proceeds of the Intermediate Holdings Asset Bridge Note Issuance shall have been contributed by Intermediate Holdings to the Company as a common equity contribution for use in partially financing the Transaction. (vi) RailTex shall have received net cash proceeds from the exercise of RailTex stock options of at least $11,100,000 (subject to adjustment due to cashless exercise of such options and termination of such options not exercised). (vii) The Company shall have at least $10,300,000 cash on hand immediately prior to the consummation of the Transaction. (viii) RailTex shall have received net cash proceeds from the sale of RailTex Brazil of at least $9,000,000. (ix) The fees and expenses paid or to be paid in connection with the Transaction shall not exceed $36,000,000.

Transaction Consummated. (ia) The Asset Transfer shall have been consummated on terms and conditions reasonably satisfactory to the Purchasers. (ii) The Allied Acquisition shall have been consummated (or shall be consummated contemporaneously with the application by the Company of the proceeds of the Notes) and and, in connection therewith, the Company Borrower shall have acquired (i) 100% of the issued and outstanding stock shares of RailTex Capital Stock of Newco, Newco PR, BFI Connecticut and, indirectly through the Borrower's wholly-owned subsidiary, Stericycle of Washington, Inc., a Washington corporation, 100% of the issued and outstanding shares of Capital Stock of BFI Washington pursuant to the Merger Stock Purchase Agreement for an aggregate purchase price of $406,500,000, subject to adjustment in accordance with the Stock Purchase Agreement, and (ii) through Med-Tech Environmental Ltd., a merger consideration comprised Canadian corporation and a wholly-owned Subsidiary of the Borrower, the BFI Canadian Business pursuant to the Asset Purchase Agreement for an aggregate purchase price of $4,000,000, subject to adjustment in accordance with the Asset Purchase Agreement. (b) In connection with the consummation of the Allied Acquisition, (i) Newco, Newco PR and BFI Connecticut shall have become direct, wholly-owned Restricted Subsidiaries of the Borrower and BFI Washington shall have become an aggregate cash purchase price indirect wholly-owned Restricted Subsidiary of no more than $139,000,000 the Borrower, and (ii) the Equity Issuance (as defined in the Incorporated Agreement) which Borrower shall have been consummated on terms (including documentation paid the transaction-related fees and expenses in respect thereof in form and substance) satisfactory in all respects to the Purchasersan amount not exceeding approximately $22,000,000. (iii) In connection with the Acquisition, the Rail America Refinancing and the RailTex Refinancing shall have been consummated (or shall be consummated contemporaneously with the application by the Company of the proceeds of the Notes) on terms and conditions satisfactory in all respects to the Purchasers and except for capital leases and senior secured indebtedness totaling $17,900,000 and convertible subordinated indebtedness of $24,600,000, Holdings and its Subsidiaries shall have no indebtedness for borrowed money other than that incurred in connection with the Transaction. (ivc) The Company shall have received proceeds of not less than $330,000,000 of Term Loans under the Credit Agreement and the Revolving Loans shall be available thereunder (but undrawn) on the Issuance Date. (v) The Intermediate Holdings Asset Bridge Subordinated Note Issuance shall have been consummated on terms (including documentation in respect thereof in form and substance) reasonably satisfactory in all material respects to the Purchasers Agents and resulted in gross cash proceeds of at least $55,000,000. All of the net proceeds of the Intermediate Holdings Asset Bridge Note 125,000,000. (d) The Convertible PIK Preferred Issuance shall have been contributed by Intermediate Holdings consummated on terms and conditions no more burdensome to the Company as a common equity contribution for use Borrower or the Lenders than those contained in partially financing the Transaction. (vi) RailTex shall have received net Convertible PIK Preferred Equity Purchase Agreement, and resulted in gross cash proceeds from the exercise of RailTex stock options of at least $11,100,000 (subject to adjustment due to cashless exercise of such options and termination of such options not exercised)75,000,000. (vii) The Company shall have at least $10,300,000 cash on hand immediately prior to the consummation of the Transaction. (viii) RailTex shall have received net cash proceeds from the sale of RailTex Brazil of at least $9,000,000. (ix) The fees and expenses paid or to be paid in connection with the Transaction shall not exceed $36,000,000.

Transaction Consummated. (i) The Asset Transfer shall have been consummated on terms and conditions reasonably satisfactory to the Purchasers. (ii) The Acquisition shall have been consummated (or shall be consummated contemporaneously with the application by the Company of the proceeds of the NotesAsset Bridge Notes that have been contributed to it by Intermediate Holdings) and in connection therewith, the Company shall have acquired 100% of the issued and outstanding stock of RailTex pursuant to the Merger Agreement for a merger consideration comprised of (i) an aggregate cash purchase price of no more than $139,000,000 and (ii) the Equity Issuance (as defined in the Incorporated Agreement) which shall have been consummated on terms (including documentation in respect thereof in form and substance) satisfactory in all respects to the Purchasers. (iii) In connection with the Acquisition, the Rail America Refinancing and the RailTex Refinancing shall have been consummated (or shall be consummated contemporaneously with the application by the Company of the proceeds of the NotesAsset Bridge Notes that have been contributed to it by Intermediate Holdings) on terms and conditions satisfactory in all respects to the Purchasers and except for capital leases and senior secured indebtedness totaling $17,900,000 and convertible subordinated indebtedness of $24,600,000, Holdings and its Subsidiaries shall have no indebtedness for borrowed money other than that incurred in connection with the Transaction. (iv) The Company shall have received proceeds of not less than $330,000,000 of Term Loans under the Credit Agreement and the Revolving Loans shall be available thereunder (but undrawn) on the Issuance Date. (v) The Intermediate Holdings Asset Subordinated Bridge Note Issuance shall have been consummated on terms (including documentation in respect thereof in form and substance) satisfactory in all respects to the Purchasers and resulted in gross cash proceeds of at least $55,000,000. All of the net proceeds of the Intermediate Holdings Asset Bridge Note Issuance shall have been contributed by Intermediate Holdings to the Company as a common equity contribution for use in partially financing the Transaction95,000,000. (vi) RailTex shall have received net cash proceeds from the exercise of RailTex stock options of at least $11,100,000 (subject to adjustment due to cashless exercise of such options and termination of such options not exercised). (vii) The Company shall have at least $10,300,000 cash on hand immediately prior to the consummation of the Transaction. (viii) RailTex shall have received net cash proceeds from the sale of RailTex Brazil of at least $9,000,000. (ix) The fees and expenses paid or to be paid in connection with the Transaction shall not exceed $36,000,000.

Transaction Consummated. (ia) The Asset Transfer shall have been consummated on terms and conditions reasonably satisfactory to the PurchasersAgents. (iib) The Acquisition shall have been consummated (or shall be consummated contemporaneously with the application by the Company of the proceeds of the NotesCredit Extensions) and in connection therewith, the Company shall have acquired 100% of the issued and outstanding stock of RailTex pursuant to the Merger Agreement for a merger consideration comprised of (i) an aggregate cash purchase price of no more than $139,000,000 and (ii) the Equity Issuance (as defined in the Incorporated Agreement) which shall have been consummated on terms (including documentation in respect thereof in form and substance) satisfactory in all respects to the PurchasersAgents. (iiic) In connection with the Acquisition, the Rail America Refinancing and the RailTex Refinancing shall have been consummated (or shall be consummated contemporaneously with the application by the Company of the proceeds of the NotesCredit Extensions) on terms and conditions satisfactory in all respects to the Purchasers Agents and except for capital leases and senior secured indebtedness totaling $17,900,000 and convertible subordinated indebtedness of $24,600,000, Holdings and its Subsidiaries shall have no indebtedness for borrowed money other than that incurred in connection with the Transaction. (ivd) The Company shall have received proceeds Each of not less than $330,000,000 of Term Loans under the Credit Agreement and the Revolving Loans shall be available thereunder (but undrawn) on the Issuance Date. (v) The Intermediate Holdings Asset Bridge Note Issuance and the Subordinated Bridge Note Issuance shall have been consummated on terms (including documentation in respect thereof in form and substance) satisfactory in all respects to the Purchasers Agents and resulted in gross cash proceeds of at least $55,000,00055,000,000 and $95,000,000, respectively. All of the net proceeds of the Intermediate Holdings Asset Bridge Note Issuance shall have been contributed by Intermediate Holdings to the Company as a common equity contribution for use in partially financing the Transaction. (vie) RailTex shall have received net cash proceeds from the exercise of RailTex stock options of at least $11,100,000 (subject to adjustment due to cashless exercise of such options and termination of such options not exercised). (viif) The Company shall have at least $10,300,000 cash on hand immediately prior to the consummation of the Transaction. (viiig) RailTex shall have received net cash proceeds from the sale of RailTex Brazil of at least $9,000,000. (ixh) The fees and expenses paid or to be paid in connection with the Transaction shall not exceed $36,000,000.

Transaction Consummated. (ia) The Asset Transfer Equity Offerings shall have been consummated on terms and conditions reasonably satisfactory to the Purchasers. (ii) The Acquisition shall have been consummated (or shall be consummated contemporaneously with the application by the Company of the proceeds of the Notes) and in connection therewith, the Company shall have acquired 100% of the issued and outstanding stock of RailTex pursuant to the Merger Agreement for a merger consideration comprised of (i) an aggregate cash purchase price of no more than $139,000,000 and (ii) the Equity Issuance (as defined in the Incorporated Agreement) which shall have been consummated on terms (including documentation in respect thereof in form and substance) satisfactory in all respects to the Purchasers. (iii) In connection with the Acquisition, the Rail America Refinancing and the RailTex Refinancing shall have been consummated (or shall be consummated contemporaneously with the application by the Company of the proceeds of the Notes) on terms and conditions satisfactory in all respects to the Purchasers and except for capital leases and senior secured indebtedness totaling $17,900,000 and convertible subordinated indebtedness of $24,600,000, Holdings and its Subsidiaries shall have no indebtedness for borrowed money other than that incurred in connection with the Transaction. (iv) The Company shall have received proceeds of not less than $330,000,000 of Term Loans under the Credit Agreement and the Revolving Loans shall be available thereunder (but undrawn) on the Issuance Date. (v) The Intermediate Holdings Asset Bridge Note Issuance shall have been consummated on terms (including documentation in respect thereof in form and substance) satisfactory in all respects to the Purchasers and resulted in gross cash proceeds of at least $55,000,000. All of 350,000,000, and the net proceeds of the Intermediate Holdings Asset Bridge Note Issuance shall have been contributed by Intermediate Holdings to the Company as a common equity contribution for use in partially financing the Transaction. (vi) RailTex Parent shall have received net cash proceeds from the exercise of RailTex stock options of at least $11,100,000 45,000,000 pursuant to the Equity Offerings, such proceeds (subject up to adjustment due $50,000,000) shall have been used to cashless exercise collateralize the MTN Program and in the event such proceeds exceed $55,000,000, such proceeds in excess of $55,000,000 (up to $50,000,000 of such options and termination of such options not exercised)excess proceeds) shall also have been used to collateralize the MTN Program. (viib) The Company MTN Program shall have at least been established and medium term notes shall have been issued thereunder in an aggregate face amount of not less than $10,300,000 cash 900,000,000, the proceeds of which shall have been applied to repay the existing Vehicle financing arrangements between the Parent and its Subsidiaries, on hand immediately prior the one hand, and Chrysler and its Subsidiaries, on the other hand, and to provide funds for the consummation purchasing of the Transactionadditional Vehicles. (viiic) RailTex The Chrysler-Dollar Supply Agreement, the Chrysler-Thrifty Supply Agreement and the Continuing Chrysler Arrangements (including the Chrysler Credit Support Documents and the Tax Sharing Agreement) shall have been entered into by the parties thereto on terms and conditions reasonably satisfactory in all respects to the Agents (including the terms and conditions relating to the furnishing by Chrysler to the Borrowers of advertising and promotional support). The Wald▇▇ ▇▇▇eement shall have been entered into by the parties thereto on terms and conditions reasonably satisfactory in all respects to the Agents. (d) All intercompany accounts in respect of intercompany advances (other than with respect to vehicle supply arrangements or any shuttle bus financing set forth in Item 8.2.2(c) ("Ongoing Indebtedness") of the Disclosure Schedule) between the Parent and its Subsidiaries, on the one hand, and Chrysler and its Subsidiaries (excluding the Parent and its Subsidiaries), on the other hand, shall have been settled, and the Borrowers shall have received net cash proceeds from any balance payable to them or their Subsidiaries in cash. All Surety Bonds necessary for the sale of RailTex Brazil of at least $9,000,000. (ix) The fees and expenses paid or Borrowers to be paid conduct their businesses in connection accordance with the Transaction terms of this Agreement (including Section 8.1.4) and otherwise consistent with past practice shall have been issued on terms and conditions reasonably satisfactory in all respects to the Agents [, including the absence of any requirement that the Parent and its Subsidiaries provide any collateral security therefor (other than Letters of Credit in an aggregate Stated Amount not exceed exceeding $36,000,000[19,000,000])]. All other aspects of the capital structure of each Borrower and Subsidiary Guarantor shall be reasonably satisfactory in all respects to the Agents.

Transaction Consummated. The Transactions shall have been consummated for an aggregate amount not in excess of $826,000,000, and in connection therewith: (a) The Recapitalization shall have been consummated pursuant to the Recapitalization Agreement (and all of the conditions to effecting or consummating the Recapitalization set forth in the Recapitalization Agreement shall have been duly satisfied or, with the consent of the Managing Agents and the Required Lenders, waived) and, pursuant thereto, (i) the Borrower shall have received common equity proceeds of approximately $200,000,000, and (ii) MDCP and its designees shall have become the holder of approximately 82.5% of the issued and outstanding OSI Common Stock, representing more than 77% of the OSI Common Stock on a fully diluted basis, in each case on the Closing Date. (b) The Asset Transfer Rollover Shareholders shall continue to hold approximately 8.0% of the issued and outstanding OSI Common Stock, representing approximately 7.5% of the OSI Common Stock on a fully diluted basis, in each case on the Closing Date. (c) The Preferred Equity Issuances shall have been consummated on terms and conditions reasonably satisfactory to the Purchasers. (ii) The Acquisition shall have been consummated (or shall be consummated contemporaneously with the application by the Company of the proceeds of the Notes) and in connection therewith, the Company shall have acquired 100% of the issued and outstanding stock of RailTex pursuant to the Merger Agreement for a merger consideration comprised of (i) an aggregate cash purchase price of no more than $139,000,000 and (ii) the Equity Issuance (as defined in the Incorporated Agreement) which shall have been consummated on terms (including documentation in respect thereof in form and substance) satisfactory in all respects to the Purchasers.Managing Agents and, pursuant to (iiii) In connection with the AcquisitionPIK Preferred Equity Issuance, the Rail America Refinancing and the RailTex Refinancing Borrower shall have been consummated issued the PIK Preferred Equity for not less than $100,000,000 in gross cash proceeds to the PIK Preferred Equity Holders pursuant to the PIK Preferred Equity Documents; and (or ii) the Junior PIK Preferred Equity Issuance, the Borrower shall be consummated contemporaneously with have issued (pursuant to the application by Junior PIK Preferred Equity Documents) the Company Junior PIK Preferred Equity to certain of the proceeds Existing Shareholders for not less than $7,000,000 of the Notes) on terms and conditions satisfactory in all respects to the Purchasers and except for capital leases and senior secured indebtedness totaling $17,900,000 and convertible subordinated indebtedness of $24,600,000gross cash proceeds, Holdings and its Subsidiaries shall have no indebtedness for borrowed money other than that incurred in connection with the TransactionRecapitalization. (iv) The Company shall have received proceeds of not less than $330,000,000 of Term Loans under the Credit Agreement and the Revolving Loans shall be available thereunder (but undrawn) on the Issuance Date. (v) The Intermediate Holdings Asset Bridge Note Issuance shall have been consummated on terms (including documentation in respect thereof in form and substance) satisfactory in all respects to the Purchasers and resulted in gross cash proceeds of at least $55,000,000. All of the net proceeds of the Intermediate Holdings Asset Bridge Note Issuance shall have been contributed by Intermediate Holdings to the Company as a common equity contribution for use in partially financing the Transaction. (vi) RailTex shall have received net cash proceeds from the exercise of RailTex stock options of at least $11,100,000 (subject to adjustment due to cashless exercise of such options and termination of such options not exercised). (vii) The Company shall have at least $10,300,000 cash on hand immediately prior to the consummation of the Transaction. (viii) RailTex shall have received net cash proceeds from the sale of RailTex Brazil of at least $9,000,000. (ix) The fees and expenses paid or to be paid in connection with the Transaction shall not exceed $36,000,000.