Common use of Fundamental Changes Clause in Contracts

Fundamental Changes. No Credit Party shall, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except (1) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided, except that, notwithstanding the foregoing provisions of this Section 7.04 but subject to the terms of Sections 6.13 and 6.14: (1a) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Company may merge or amalgamate withconsolidate with any of its Subsidiaries (other than Amedisys Holding) provided, or dissolve or liquidate intothat, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Company shall be the continuing or surviving entitiesPerson; (b) Amedisys Holding may merge or consolidate with any of its Subsidiaries provided, that, Amedisys Holding shall be the continuing or surviving Person; (3c) any Foreign Subsidiary Loan Party other than a Borrower may merge or consolidate with any other Loan Party other than a Borrower; (d) any Subsidiary that is not a Loan Party may be merged or consolidated with or dissolve into any Loan Party so long as such Loan Party shall be the continuing or liquidate into another Foreign Subsidiary, surviving Person; (4e) any Non-Credit Subsidiary that is not a Loan Party may merge be merged or consolidated with or dissolve or liquidate into another Non-Credit Party or any Credit other Subsidiary that is not a Loan Party, ; (5f) any Credit Party Subsidiary (other than ParentsAmedisys Holding) may merge with dissolve, liquidate or dissolve or liquidate into wind up its affairs at any other Credit Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4time; provided, further, that with respect to clauses (1)that, (2)i) such dissolution, (4)liquidation or winding up, as applicable, would not reasonably be expected to have a Material Adverse Effect and (5ii) above, (w) if a Parent is a party the Lien on and security interest in any property of such Subsidiary granted or to such transaction, either be granted in favor of the Charah Parent or Secured Parties under the Allied Parent Collateral Documents shall be maintained or created in accordance with the surviving provisions of Section 6.14 or continuing entitySection 6.15, as applicable; (xg) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit any Loan Party (other than a Parent or a Borrower) may transfer all or substantially all of its assets to a Subsidiary that is not a party Loan Party to effectuate an Investment permitted by Section 7.03(c) (so long as such transactiontransfer is permitted by Section 7.05); and (h) so long as no Event of Default shall have occurred and be continuing or would result therefrom, then any Subsidiary (other than Amedisys Holding) may change its legal form if the Company determines that such action is in its best interests and makes such change in a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice manner reasonably acceptable to the Administrative Agent within (including with respect to the time period specified in continued perfection of Liens on the Collateral, a reaffirmation by each Loan Party of its continued obligations under this Agreement and the other Loan Documents, continued compliance by the Loan Parties with Section 5.146.13 and Section 6.14 and satisfaction of customary PATRIOT Act and Beneficial Ownership Regulation requirements).

Fundamental Changes. No Credit Party shall, and no Such Credit Party shall not, and shall not suffer or permit any of its Restricted Subsidiaries to, merge, consolidate with consolidate, amalgamate or intosell all or substantially all of the assets of any Credit Party or any of its Subsidiaries, or conveyliquidate, transferwind up or dissolve itself (or suffer any liquidation or dissolution), lease except if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (a) any Subsidiary that is not a Credit Party may merge, consolidate, amalgamate or otherwise dispose of (whether in one transaction or in a series of transactions) sell all or substantially all of its assets to another Subsidiary that is not a Credit Party or to a Credit Party; provided that, if either such Subsidiary is a direct Subsidiary of a Credit Party, the surviving entity or the transferee entity, as applicable, shall be a direct Subsidiary of a Credit Party; provided further that in any such merger, consolidation, amalgamation or sale involving a Credit Party, the surviving entity or transferee entity, as applicable, shall be a Credit Party or a Person that becomes a Credit Party; (whether now owned or hereafter acquired) to or in favor of any Person, except (1) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2b) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a the Borrower) may merge, consolidate, amalgamate or sell all or substantially all of its assets to another Subsidiary that is a party to such transaction, then a Credit Party (including the Borrower); provided that the surviving entity or the transferee entity, as applicable, shall be a Credit Party; provided, further, that, in the surviving or continuing entity. Notwithstanding the foregoing, if event that any of the foregoing events involves the Borrower, the surviving entity or the transferee entity, as applicable, shall be the Borrower; (c) the Borrower may merge, consolidate, amalgamate or sell all or substantially all of its assets to a Subsidiary owned directly by the Borrower immediately prior to such transactions; provided that (i) the surviving entity of a merger with the Borrower or the transferee entity that receives all or substantially all of the Borrower’s assets, as applicable (the “Successor Entity”), shall be a corporation or limited liability company organized and existing under the laws of the United States, any State thereof or the District of Columbia and shall expressly assume all of the obligations of the Borrower under the Loan Documents pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent, (ii) immediately after giving effect to such merger, consolidation, amalgamation or sale, as applicable, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (iii) except as the Administrative Agent may otherwise agree, each Guarantor, unless it is the other party to such merger, consolidation, amalgamation or sale, as applicable, shall execute and deliver a reaffirmation agreement with respect to its obligations under the other Loan Documents in form and substance reasonably satisfactory to the Administrative Agent, (iv) the Successor Entity shall provide the documentation and other information to the Administrative Agent as the Administrative Agent and the Lenders reasonably determine are required by bank regulatory authorities under applicable “know-your-customer” and Anti-Money Laundering Laws, including the PATRIOT Act; provided that, the Borrower shall have notified the Administrative Agent in writing at least seven (7) Business Days prior to such merger, consolidation, amalgamation or sale, as applicable, and each Lender shall have been provided with documentation and other information it reasonably determines are required by bank regulatory authorities under applicable “know-your-customer” and Anti-Money Laundering Laws, including the PATRIOT Act, at least five (5) Business Days prior to the consummation of such merger, consolidation, amalgamation or sale, as applicable, as has been reasonably requested in writing at least six (6) Business Days prior to such merger, consolidation, amalgamation or sale, as applicable, and (v) the Successor Entity shall deliver an officer’s certificate to the Administrative Agent to the effect that after giving effect to such merger, consolidation, amalgamation or sale, as applicable, no Default or Event of Default shall have occurred and be continuing or would result therefrom (it being understood and agreed that, if the foregoing conditions under clauses (1i) through (6v) results are satisfied, the Successor Entity will succeed to, and be substituted for, the Borrower under this Agreement and the other Loan Documents); and (d) any Subsidiary may liquidate, wind up or dissolve so long as (i) the Borrower determines in good faith that such liquidation, winding up or dissolution is in the occurrence best interest of the Borrower and its Subsidiaries and (ii) in the case of any liquidation, winding up or dissolution of any Subsidiary that is a change described in Section 5.14Guarantor, then such Subsidiary shall, at or before the Borrowers shall provide notice time of such liquidation, winding up or dissolution, transfer its assets (if any) to the Agent within Borrower or another Subsidiary that is a Guarantor in the time period specified same national jurisdiction or a different jurisdiction reasonably satisfactory to the Administrative Agent; provided that, no such action pursuant to clause (a), (b), (c) or (d) above is permitted if such action could reasonably be expected, in Section 5.14the judgment of the Borrower, to (i) have a material adverse effect on the Lenders, (ii) be disproportionately beneficial to the holders of any Material Indebtedness of the Borrower or its Subsidiaries as compared to the Lenders or (iii) be disproportionately adverse to the Lenders as compared to such other holders.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, except (1) in connection with Permitted Acquisitions notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.13 and other Investments permitted hereunder7.14, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Borrower may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned its Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entitiescorporation, (3b) any Foreign Subsidiary Loan Party other than the Borrower may merge or consolidate with any other Loan Party or the Borrower, (c) any Consolidated Party which is not a Loan Party may be merged or consolidated with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Loan Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Loan Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Loan Party may be merged or continuing entityconsolidated with or into any other Consolidated Party which is not a Loan Party, (e) any Subsidiary of the Borrower may merge with any Person that is not a Loan Party in connection with a Disposition permitted under Section 8.05, and (f) any Wholly Owned Subsidiary of the Borrower that is not a Loan Party may Dispose of all or substantially all of its assets (whether now owned or hereafter acquired), dissolve, liquidate or wind up its affairs at any time provided that such Disposition, dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything contained or implied herein to the foregoingcontrary, if this provision shall not, in any case, be construed to limit (y) the transfer, sale or other disposition by a non-Loan Party Subsidiary of the Borrower of any of the foregoing events in clauses its assets (1whether a portion of or all or substantially all of its assets) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within Borrower or any other Subsidiary of the time period specified in Section 5.14Borrower or (z) the transfer, sale or other disposition by a Loan Party Subsidiary of the Borrower of any of its assets (whether a portion of or all or substantially all of its assets) to any other Loan Party.

Fundamental Changes. No Credit Party shall, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except (1) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), ) and (5) above, (wx) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (xy) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity (if being understood that, notwithstanding clause (x) above, if both a Parent and a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity) and (yz) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided, except however, that, notwithstanding the foregoing provisions of this Section 7.04 but subject to the terms of Sections 6.12 and 6.14 (1a) any Loan Party may merge or consolidate with any other Loan Party, provided that, if such transaction involves the Borrower, the Borrower is the surviving entity, (b) any Wholly Owned Subsidiary that is not a Loan Party may merge or consolidate with any other Wholly Owned Subsidiary that is not a Loan Party or a Loan Party, provided that, if such transaction involves a Loan Party, the Loan Party is the surviving entity, (c) any Subsidiary which is not a Loan Party may merge with any Person that is not a Loan Party in connection with Permitted Acquisitions and other Investments a Disposition permitted hereunderunder Section 7.05, (2d) any Loan Party or any Subsidiary (includingmay merge with any Person that is not a Loan Party in connection with a Permitted Acquisition provided that, without limitationif such transaction involves the Borrower or Guarantor, the Borrowers Borrower or any Guarantor other than Parents) may merge or amalgamate withGuarantor, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries as applicable shall be the continuing or surviving entities, (3) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transactioncorporation, and (6e) transactions permitted by Sections 5.2 any Wholly Owned Subsidiary may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and 5.4; provided, further, that with respect all of its assets and business is transferred to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14Loan Party.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, amalgamate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, except (1) in connection with Permitted Acquisitions notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and other Investments permitted hereunder7.14, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Parent Borrower may merge or amalgamate withconsolidate with any of its Subsidiaries (other than the Canadian Borrower); provided, or dissolve or liquidate intothat, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Parent Borrower shall be the continuing or surviving entitiescorporation, (3b) the Canadian Borrower may merge, amalgamate or consolidate with any of its Subsidiaries; provided, that, the Canadian Borrower shall be the continuing or surviving corporation and it shall deliver a confirmation and acknowledgement, and other ancillary documents as reasonably requested by the Administrative Agent confirming that it is subject to all of the Canadian Obligations hereunder, (c) any Loan Party (other than any Borrower) may merge, amalgamate or consolidate with any other Loan Party (other than any Borrower), (d) any Foreign Subsidiary (other than the Canadian Borrower) may merge be merged, amalgamated or consolidated with or dissolve into any Loan Party; provided, that, that such Loan Party shall be the continuing or liquidate surviving corporation, (e) any Foreign Subsidiary (other than a Canadian Loan Party) may be merged, amalgamated or consolidated with or into another any other Foreign Subsidiary, (4f) subject to clause (a) and (b) above and provided that the surviving Person is a Loan Party, the Parent Borrower or any Subsidiary of the Parent Borrower may merge or amalgamate with any other Person in connection with a Permitted Acquisition, and (g) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party Subsidiary of the Parent Borrower (other than Parentsthe Canadian Borrower) may merge with dissolve, liquidate or dissolve wind up its affairs at any time provided that such dissolution, liquidation, or liquidate into any other Credit winding up, as applicable, could not have a Material Adverse Effect and provided that the assets of such Subsidiary are transferred to a U.S. Loan Party (other than Parents); provided that if any Borrower such Subsidiary is a party Domestic Subsidiary) or a Loan Party (if such Subsidiary is a Foreign Subsidiary) prior to such transactiondissolution, such Borrower shall be the surviving liquidation, or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14winding up.

Fundamental Changes. No Credit Party shall, and no Credit Party shall suffer or permit SECTION 7.04 Neither the Borrower nor any of its the Restricted Subsidiaries toshall merge, mergedissolve, liquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (1) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2a) any Restricted Subsidiary may merge, amalgamate or consolidate with (including, without limitationi) the Borrower (including a merger, the Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, purpose of which is to reorganize the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, Borrower into a new jurisdiction); provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entitiesPerson and such merger does not result in the Borrower ceasing to be a corporation, partnership or limited liability company organized under the Laws of the United States, any state thereof or the District of Columbia or (3ii) one or more other Restricted Subsidiaries; provided that when any Person that is a Loan Party is merging with a Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person; -171- (b) (i) any Foreign Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may merge with liquidate or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party the Borrower or any Credit Subsidiary may change its legal form (x) if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and if not materially disadvantageous to the Lenders and (y) to the extent such Restricted Subsidiary is a Loan Party, (5) any Credit Party assets or business not otherwise disposed of or transferred in accordance with Sections 7.02 (other than ParentsSection 7.02(e)) or Section 7.05 or, in the case of any such business, discontinued, shall be transferred to otherwise owned or conducted by another Loan Party after giving effect to such liquidation or dissolution (it being understood that in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder); (c) any Restricted Subsidiary may merge with Dispose of all or dissolve substantially all of its assets (upon voluntary liquidation or liquidate into any other Credit Party (other than Parents)otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must be a Guarantor or the Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary that is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively; (d) so long as no Default exists or would result therefrom, the Borrower may merge or consolidate with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such transactionmerger or consolidation, shall have confirmed that its Guaranty shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such Borrower merger or consolidation, shall be have by a supplement to the surviving Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (E) if requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or continuing entity consolidation, shall have by an amendment to or restatement of such transactionthe applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, and (6F) transactions permitted by Sections 5.2 the Borrower shall have delivered to the Administrative Agent an officer’s certificate and 5.4an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document preserves the enforceability of this Agreement, the Guaranty and the Collateral Documents and the perfection of the Liens under the Collateral Documents; provided, further, that with respect to clauses if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement; and (1e) so long as no Default exists or would result therefrom (in the case of a merger involving a Loan Party), (2), (4), and (5) above, (w) if any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Parent is a party to such transaction, either the Charah Parent Restricted Subsidiary or the Allied Parent Borrower, which together with each of its Restricted Subsidiaries, shall be have complied with the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any requirements of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice 6.11 to the Agent within extent required pursuant to the time period specified in Section 5.14.Collateral and Guarantee Requirement; -172-

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (including, except (1) in connection with Permitted Acquisitions each case, pursuant to a Delaware LLC Division); provided, that, notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and other Investments permitted hereunder7.14, (2a) the Issuer may merge or consolidate with any Subsidiary (includingother than any Holding Company); provided, without limitationthat, the Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Issuer shall be the continuing or surviving entitiescorporation, (3) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5b) any Credit Party (other than Parentsthe Issuer or any Holding Company) may merge or consolidate with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if the Issuer or any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1Holding Company), (2), (4), and (5c) above, (w) if a Parent any Subsidiary that is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if not a Credit Party (other than a Parent Hungarian Holdings) may be merged or a Borrower) is a party to consolidated with or into any Credit Party; provided, that, such transaction, then a Credit Party shall be the continuing or surviving corporation, (d) any Subsidiary that is not a Credit Party (other than Hungarian Holdings) may be merged or consolidated with or into any other Subsidiary that is not a Credit Party, (e) Hungarian Holdings may be (i) dissolved or (ii) merged or consolidated with or into Intermediate Holdings; provided, that, (A) in the case of sub-clause (ii), Intermediate Holdings shall be the continuing entity. Notwithstanding or surviving corporation, (B) in the foregoingcase of both sub-clauses (i) and (ii), if any Intermediate Holdings shall thereafter directly own and control, legally and beneficially, all of the foregoing events in clauses Equity Interests of the Issuer, and (1C) through (6) results in the occurrence case of a change described in Section 5.14sub-clause (i), all of the assets and business of Hungarian Holdings shall have been transferred to Intermediate Holdings prior to or concurrently with such dissolution; (f) Valkyrie Holdings may be contributed by Intermediate Holdings to Hungarian Holdings, which may then the Borrowers shall provide notice contribute Valkyrie Holdings to the Agent within Issuer, it being understood that Valkyrie Holdings may then be merged or consolidated with or into the Issuer; provided, that, Issuer shall be the continuing or surviving corporation, and (g) any Subsidiary that is not a Credit Party may dissolve, liquidate or wind up its affairs at any time period specified in Section 5.14provided that such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of its assets and business are transferred to a Credit Party prior to or concurrently with such dissolution, liquidation or winding up.

Fundamental Changes. No Credit Party shall(a) The Loan Parties will not, and no Credit Party shall suffer will not permit any Significant Subsidiary to, merge into or consolidate with any other Person, or permit any of its Restricted Subsidiaries to, merge, other Person to merge into or consolidate with it, consummate a Division as the Dividing Person or intosell, or conveylease, transfer, lease transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or in favor all or substantially all of the stock of any Personof its Significant Subsidiaries(in each case, except whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (1i) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2) any Subsidiary (including, without limitation, the Borrowers Borrower or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3) any Foreign Significant Subsidiary may merge with a Person if the Borrower (or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that such Subsidiary if any the Borrower is not a party to such transaction, such Borrower shall be merger) is the surviving Person as long as such merger does not adversely affect the Liens held by the Administrative Agent securing the Obligations or continuing entity of such transactionthe priority thereof, and (6ii) transactions permitted by Sections 5.2 and 5.4any Significant Subsidiary may merge into another Subsidiary; provided, furtherthat if any party to such merger is a Loan Party, the surviving Person shall be a Loan Party (and, if any party to such merger is a Debtor, the surviving person shall be a Debtor), (iii) any Significant Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary; provided, that if such Significant Subsidiary is a Loan Party, it may only sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another Loan Party (and if such Significant Subsidiary is a Debtor, it may only sell, transfer, lease or otherwise dispose of all or substantially all of its assets to another Debtor), (iv) [intentionally omitted], (v) any Significant Subsidiary (other than a Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests and with the consent of the Required Lenders; and (vi) subject to Section 2.8, sales and other dispositions of property that the Borrower or its Subsidiaries reasonably determine is obsolete and no longer used or useful in the ordinary course of its business; provided, that with respect to clauses (1i) and (ii) of this Section 7.3(a), (2), (4), and (5) above, (w) if any such merger involving a Parent Person that is not a party Wholly Owned Subsidiary immediately prior to such transaction, either the Charah Parent or the Allied Parent merger shall not be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in permitted unless also permitted by Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.147.4.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, except (1) in connection with Permitted Acquisitions notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and other Investments permitted hereunder7.14, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Borrower may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned its Subsidiaries which are Domestic Subsidiaries, (other than any Bank Subsidiary) provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entitiesPerson, (3b) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Loan Party (other than Parentsthe Borrower) may merge or consolidate with or dissolve or liquidate into any other Credit Loan Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1Borrower), (2), (4), and (5c) above, (w) if any Subsidiary that is not a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Loan Party (other than a Parent any Bank Subsidiary) may be merged or a Borrower) is a party to consolidated with or into any Loan Party provided that such transaction, then a Credit Loan 103 Party shall be the continuing or surviving Person, (d) any Subsidiary that is not a Loan Party (other than any Bank Subsidiary) may be merged or continuing entity. Notwithstanding consolidated with or into any other Subsidiary that is not a Loan Party (other than any Bank Subsidiary), (e) any Subsidiary (other than any Bank Subsidiary) may dispose of all or substantially all of its assets to the foregoingBorrower or any Subsidiary (other than any Bank Subsidiary) provided that if the transferor thereof is a Loan Party, if the transferee thereof shall be a Loan Party and (f) any Subsidiary of the foregoing events in clauses Borrower (1other than any Bank Subsidiary) through may be dissolved or liquidated so long as (6i) results in such dissolution or liquidation, as applicable, could not reasonably be expected to have a Material Adverse Effect and (ii) the occurrence residual assets of such Subsidiary shall be transferred to its parent company provided that if the transferor thereof is a change described in Section 5.14, then Loan Party the Borrowers transferee thereof shall provide notice to the Agent within the time period specified in Section 5.14be a Loan Party.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided, except (1) in connection with Permitted Acquisitions that, notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and other Investments permitted hereunder7.14, (2a) any Subsidiary (including, without limitation, the Borrowers Parent or any Guarantor other than Parents) Issuer may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned Subsidiaries which are Domestic SubsidiariesSubsidiary, provided that the Borrowers Parent or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Issuer shall be the continuing or surviving entitiesentity, (3b) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Note Party (other than ParentsParent or Issuer) may merge or consolidate with or dissolve or liquidate into any other Credit Note Party (other than ParentsParent or Issuer); , (c) any Subsidiary that is not a Note Party may be merged or consolidated with or into any Note Party, provided that if any Borrower is a party to such transaction, such Borrower the continuing or surviving Person shall be such Note Party or concurrently therewith becomes a Note Party, (d) any Subsidiary that is not a Note Party may be merged or consolidated with or into any other Subsidiary that is not a Note Party, (e) any Subsidiary may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of its assets and business are transferred to a Note Party or, solely in the surviving case of a Subsidiary that is not a Note Party, another Subsidiary that is not a Note Party prior to or continuing entity of concurrently with such transactiondissolution, liquidation or winding up, and (6f) transactions in connection with any Permitted Acquisition or other Investment permitted by Sections 5.2 and 5.4; providedunder Section 8.02, furtherParent or any Subsidiary of Parent may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, that so long as (i) the Person surviving such merger with respect to clauses (1)any Subsidiary shall be a direct or indirect Wholly-Owned Subsidiary of Parent, (2)ii) in the case of any such merger to which Parent or the Issuer is a party, (4)Parent or the Issuer, as applicable, is the surviving Person, and (5iii) above, (w) if in the case of any such merger to which a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Note Party (other than a Parent or a Borrowerthe Issuer) is a party to such transactionparty, then a Credit Party shall be the surviving Person is such Note Party or continuing entity. Notwithstanding concurrently therewith becomes a Note Party; provided that in the foregoing, if any case of the foregoing events in clauses (1a) through (6d) results and clause (f) above, no entity organized in any political subdivision of the occurrence United States may merge or consolidate with and into, or be merged or consolidated with or into, an entity organized in a jurisdiction other than another political subdivision of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14United States.

Fundamental Changes. (a) No Credit Loan Party shallwill, and no Credit Party shall suffer nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its Restricted Subsidiaries to, merge, consolidate with or intoassets, or conveyall or substantially all of the stock of any of its Subsidiaries (in each case, transferwhether now owned or hereafter acquired), lease or otherwise dispose liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (whether in one transaction i) any Subsidiary of any Borrower may merge into a Borrower or another Loan Party in a series transaction in which such Borrower or such Loan Party is the surviving entity, (ii) any Loan Party (other than a Borrower) may merge into any other Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of transactionssuch Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04, (iv) any Loan Party (other than a Borrower) may transfer all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except (1) in connection with Permitted Acquisitions and other Investments permitted hereunderLoan Party, (2v) any Subsidiary (including, without limitation, the Borrowers that is not a Loan Party may transfer all or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers substantially all assets to a Borrower or any of their Wholly-Owned Subsidiaries which are Domestic its Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3vi) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit that is not a Loan Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided Subsidiary that if any Borrower is not a party to such transaction, such Borrower shall be the surviving or continuing entity of such transactionLoan Party, and (6vii) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent any Borrower or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of its Subsidiaries may engage in any such transaction so long as the foregoing events Obligations are Paid in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14Full concurrently therewith.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate consolidate, amalgamate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, except (1) in connection with Permitted Acquisitions subject to Section 7.12 and other Investments permitted hereunderprovided that, after giving effect to any such transaction, no Default or Event of Default shall exist, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Company may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned its Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Company shall be the continuing or surviving entitiescorporation, (3b) (i) any Subsidiary of the Company may merge or consolidate with any other Subsidiary of the Company provided that if a Loan Party is a party thereto, a Loan Party shall be the continuing or surviving corporation, and (ii) any Subsidiary of the Company may dispose of all or substantially all of its assets to any other Subsidiary of the Company provided that if a Loan Party is the transferor in such transaction a Loan Party shall be the transferee, (c) any Loan Party other than the Company may merge or consolidate with any other Loan Party other than the Company, (d) any Foreign Subsidiary may merge be merged or consolidated or amalgamated with or dissolve into any Loan Party provided that such Loan Party shall be the continuing or liquidate into another Foreign Subsidiarysurviving corporation, (4e) any Non-Credit Party Foreign Subsidiary may merge be merged, consolidated or amalgamated with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party Foreign Subsidiary (other than Parents); provided that provided, that, (i) if any the Designated Borrower is a party to any such transactionmerger or consolidation, such the Designated Borrower shall be the continuing or surviving or continuing entity of such transactioncorporation, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (wii) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Designated Borrower is a party to any such transactionamalgamation, then a Borrower (A) prior to the consummation of such amalgamation, the Administrative Agent and each Lender shall be have (I) received all documentation and other information that it has reasonably requested in writing that it has reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the surviving or continuing entity Act and the Beneficial Ownership Regulation, and (yII) if approved such amalgamation (which approval shall not be unreasonably delayed or denied or require the payment of a Credit Party fee or other consideration), and (other than a Parent or a BorrowerB) is a party to promptly upon the consummation of such transactionamalgamation, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoingand in any event, if any of the foregoing events in clauses within one (1) through Business Day of the consummation thereof (6or such later date as may be agreed by the Administrative Agent in its sole discretion), the Company and the amalgamated company shall have delivered (I) results an acknowledgment and confirmation from the amalgamated company with respect to the assumption and ratification of all rights, obligations, duties and liabilities of the Designated Borrower under this Agreement and the other Loan Documents immediately prior to the consummation of such amalgamation and (II) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the occurrence Administrative Agent, as may be reasonably required by the Administrative Agent or the Required Lenders with respect to the amalgamated company), (f) (i) any Subsidiary that is a Loan Party may wind up, liquidate or dissolve itself so long as it transfers all or substantially all of its assets to a Loan Party prior to such wind up, liquidation or dissolution and (ii) any Subsidiary that is not a Loan Party may wind up, liquidate or dissolve itself so long as it transfers all or substantially all of its assets to a Loan Party or a Subsidiary of a change described in Section 5.14Loan Party prior to such wind up, then liquidation or dissolution, and (g) any Subsidiary of the Borrowers shall provide notice to Company that is not a Loan Party may merge with any Person so long as the Agent within entity surviving such merger is a wholly-owned Subsidiary of the time period specified in Section 5.14Company.”

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, or amend, modify or terminate any of its Organizational Documents, except that, so long as no Default exists or would result therefrom: (1) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, with (i) the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic SubsidiariesCompany, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Company shall be the continuing or surviving entitiesPerson, (3ii) any Foreign Subsidiary of the Company which is not a Loan Party may merge or consolidate with any other Subsidiary of the Company which is not a Loan Party, (iii) any Subsidiary of the Company, whether or not such Person is a Loan Party, may merge or consolidate with any Subsidiary of the Company as long as the surviving entity is or then becomes a Loan Party, and (iv) any other Person in order to effect a Permitted Acquisition; (b) any Subsidiary may merge with Dispose of all or dissolve substantially all of its assets (upon voluntary liquidation or liquidate into otherwise) to the Company or to another Subsidiary; provided that (i) if the transferor in such a transaction is a wholly-owned direct or indirect Subsidiary, then the transferee must either be the Company or another wholly-owned direct or indirect Subsidiary, (ii) if the transferor in such transaction is a Domestic Loan Party, then the transferee must be another Domestic Loan Party, and (iii) if the transferor is a Domestic Subsidiary and the transferee is a Foreign Subsidiary, such Dispositions to Foreign Subsidiaries shall be limited in the aggregate as set forth in Section 7.05(d) below; (4c) The Company and the Subsidiaries may amend or modify their Organizational Documents in a manner that is not adverse in any Non-Credit material respect to the interests of the Lenders; and (d) Any Subsidiary which is not a Loan Party may merge with liquidate or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity and dispose of such transactionits property pursuant to, and (6) transactions permitted by Sections 5.2 and 5.4; providedin accordance with, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entitySection 7.05. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14.7.05

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person or consummate a Division as the Dividing Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (1a) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (b) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; (c) in connection with any Permitted Acquisitions and Acquisition, any Subsidiary of the Company may merge into or consolidate with any other Investments permitted hereunderPerson or permit any other Person to merge into or consolidate with it; provided that in each case, immediately after giving effect thereto (i) in the case of any such merger or consolidation to which the Company is not party to, the Person surviving such merger shall be a wholly-owned Subsidiary of the Company, (2ii) in the case of any Subsidiary (including, without limitationsuch merger or consolidation to which the Company is a party, the Borrowers Company is the surviving Person, (iii) in the case of any such merger or consolidation to which any Guarantor (other than Parentsthe Company) may merge or amalgamate withis a party, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries a Guarantor shall be the continuing surviving Person and (iv) in the case of any such merger or surviving entities, (3) consolidation to which any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Designated Borrower is a party to such transactionparty, such Designated Borrower shall be the surviving Person; (d) so long as no Default has occurred and is continuing or continuing entity would result therefrom, each of such transaction, the Company and (6) transactions permitted by Sections 5.2 and 5.4any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, furtherhowever, that with respect in each case, immediately after giving effect thereto (i) in the case of any such merger or consolidation to clauses (1)which the Company is a party, the Company is the surviving Person, (2), ii) in the case of any such merger or consolidation to which any Guarantor (4), and (5other than the Company) above, (w) if a Parent is a party to such transactionparty, either the Charah Parent or the Allied Parent a Guarantor shall be the surviving Person and (iii) in the case of any such merger or continuing entity, (x) if a consolidation to which any Designated Borrower is a party to party, such transaction, then a Designated Borrower shall be the surviving Person; (e) any Subsidiary may dissolve or continuing entity liquidate if such dissolution or liquidation results from Dispositions not prohibited by this Agreement; and (yf) if a Credit Party (other than a Parent or a Borrower) any Material Subsidiary that is a party to such transactionlimited liability company may consummate a Division as the Dividing Person if, then a Credit Party shall be immediately upon the surviving or continuing entity. Notwithstanding the foregoing, if any consummation of the foregoing events in clauses (1) through (6) results Division, the assets of the applicable Dividing Person are held by one or more Material Subsidiaries at such time, or, with respect to assets not so held by one or more Material Subsidiaries, such Division, in the occurrence aggregate, would otherwise result in a Disposition permitted by Section 7.05(i); provided that, notwithstanding anything to the contrary in this Agreement, any Subsidiary which is a Division Successor resulting from a Division of assets of a change described in Section 5.14, then the Borrowers shall provide notice Material Subsidiary may not be deemed to the Agent within be a Subsidiary that is not a Material Subsidiary at the time period specified of or in Section 5.14.connection with the applicable Division. 122 7.05

Fundamental Changes. (a) No Credit Loan Party shallwill, and no Credit Party shall suffer nor will it permit any of the Subsidiaries to, merge into or consolidate or amalgamate with any other Person, or permit any of its Restricted Subsidiaries to, merge, other Person to merge into or consolidate or amalgamate with or intoit, or convey, transfer, lease liquidate or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Persondissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (1) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2i) any Subsidiary (including, without limitation, the Borrowers or of any Guarantor other than Parents) Borrower may merge into or amalgamate with, or dissolve or liquidate into, with any Borrower in a transaction in which such Borrower is the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entitiescorporation, (3ii) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Loan Party (other than a Parent Borrower) may merge into or amalgamate with any Loan Party in a transaction in which the surviving entity is a Loan Party (iii) any Subsidiary may transfer its assets to a Loan Party and any Subsidiary which is not a Loan Party may transfer its assets to another Subsidiary that is not a Loan Party, (iv) any Borrower may merge with any other Borrower, (v) any Loan Party (other than a Borrower) may merge into or amalgamate with any other person if required to complete a Permitted Acquisition; (vi) any Subsidiary that is not a party Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party and (vii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of such Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such transaction, then a Credit Party merger shall not be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in permitted unless also permitted by Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.146.04.

Fundamental Changes. No Credit Party shallMerge into, and no Credit Party shall suffer divide, consolidate or amalgamate with, any other Person, or permit any of its Restricted Subsidiaries to, merge, other Person to merge into or consolidate with or intoit, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its property, assets or business (whether now owned or hereafter acquired) to except if at the time thereof and immediately after giving effect thereto no Event of Default has occurred and is continuing or in favor would result therefrom: (a) the merger, consolidation or amalgamation of any PersonRestricted Subsidiary into (or with) the Borrower in a transaction in which the Borrower is the survivor; (b) the merger, except (1) in connection consolidation or amalgamation of any Restricted Subsidiary into or with Permitted Acquisitions and other Investments permitted hereunder, (2) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Loan Party (other than Parents); provided that if any Borrower is in a party to such transaction, such Borrower shall be transaction in which the surviving or continuing resulting entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transactionLoan Party; and, either in the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any case of each of the foregoing events in clauses (1a) through and (6b), no Person other than the Borrower or another Loan Party receives any consideration; (c) results (i) the merger, consolidation or amalgamation of any Restricted Subsidiary that is not a Loan Party into or with any other Restricted Subsidiary that is not a Loan Party or (ii) the disposition from any Restricted Subsidiary that is not a Loan Party of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Restricted Subsidiary that is not a Loan Party; (d) any transfer of inventory among the Borrower and its Restricted Subsidiaries or between Restricted Subsidiaries and any other transfer of property or assets among the Borrower and its Restricted Subsidiaries or between Restricted Subsidiaries, in each case, in the occurrence ordinary course of business; (e) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary of the Borrower if a change described Responsible Officer of the Borrower determines in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14.good faith that such liquidation,

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its the combined assets of the Loan Parties (whether now owned or hereafter acquired) to or in favor of any Person); provided that, except (1) in connection with Permitted Acquisitions notwithstanding the foregoing provisions of this Section 8.03 but subject to the terms of Sections 7.12 and other Investments permitted hereunder7.14, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Borrower may merge or amalgamate withconsolidate with or into any of its Subsidiaries, with or dissolve or liquidate into, the Borrowers into a Top Tier Guarantor or any Subsidiary of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, a Top Tier Guarantor; provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entitiesPerson, (3b) any Foreign Subsidiary Loan Party other than the Borrower may merge or consolidate with or dissolve or liquidate into another Foreign Subsidiaryany other Loan Party that is not the Borrower, (4c) any Non-Credit Subsidiary that is not a Loan Party may merge be merged or consolidated with or dissolve or liquidate into another Non-Credit any Loan Party other than the Borrower; provided that such surviving Person is a Loan Party or any Credit shall promptly become a Loan Party, (5d) any Credit Subsidiary that is not a Loan Party (other than Parents) may merge be merged or consolidated with or dissolve or liquidate into any other Credit Subsidiary that is not a Loan Party and (other than Parents)e) any Subsidiary that is not a Loan Party may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not have a Material Adverse Effect. It is understood and agreed that this Section 8.03 shall not prohibit any change in ownership of a Loan Party or a Subsidiary that is not a Loan Party that does not cause a Change of Control as long as such Person remains a Loan Party, if it was a Loan Party, and all Liens on the assets of such Person to secure the Obligations, if any, remain in full force and effect (or to the extent such assets were subject to Liens immediately prior to being Disposed of in any Borrower is a party to such transactiontransaction not prohibited by this Section 8.03, such Borrower shall be assets are otherwise subject to Liens securing the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1Obligations), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, except (1) in connection with Permitted Acquisitions notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and other Investments permitted hereunder7.14, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Loan Party (other than Parentsany ETMC Loan Party) may merge merge, dissolve into or consolidate with or dissolve or liquidate into any other Credit Loan Party (other than Parentsany ETMC Loan Party); provided that if any Borrower is a party to such transactionthereto, such a Borrower shall be the continuing or surviving corporation, (b) any Foreign Subsidiary may be merged, dissolved into or consolidated with or into any Loan Party; provided that such Loan Party shall be the continuing or surviving corporation, (c) any Foreign Subsidiary may be merged, dissolved into or consolidated with or into any other Foreign Subsidiary, (d) any non-Loan Party (other than an ETMC Subsidiary) may be merged, dissolved into or consolidated with or into any Loan Party; provided that such Loan Party shall be the continuing or surviving corporation, (e) any non-Loan Party (other than an ETMC Subsidiary) may be merged, dissolved into or consolidated with or into any other non-Loan Party, (f) any Restricted Subsidiary may merge with any Person that is not a Loan Party in connection with an Acquisition permitted hereunder; provided that a Loan Party shall be the continuing or surviving corporation, (g) any ETMC Subsidiary that is not an ETMC Loan Party may be merged, dissolved into or consolidated with or into any other ETMC Subsidiary; provided that if such ETMC Subsidiary is an ETMC Loan Party, such Loan Party shall be the continuing or surviving corporation, (h) any ETMC Loan Party (other than AHS East Texas) may merge, dissolve into, or consolidate with any other ETMC Loan Party, (i) any Restricted Subsidiary of a Borrower may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding-up, as applicable, could not reasonably be expected to have a Material Adverse Effect or otherwise result in a Default or Event of Default hereunder, (j) nothing in this Section 8.04 shall prohibit any transaction of the type excluded from the definition of “Disposition” by virtue of clauses (i) through (xvii) of the definition of “Disposition” or any Disposition otherwise permitted under Section 8.05 and (k) any Borrower may be merged or consolidated with or into any other Borrower. Notwithstanding anything to the contrary set forth herein or in any other Loan Document, (x) the Parent may convert into a “C” corporation and/or (y) so long as no Event of Default exists or would result therefrom, the Company may merge (the “Permitted Merger”) with and into the Parent in connection with an initial public offering of the common stock or common equity interests of the Company or any direct or indirect parent entity of the Company; provided that (A) the Parent shall continue to be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Parent shall expressly assume all the obligations of the Company under this Agreement and the other Loan Documents to which the Company is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such transactionmerger or consolidation, shall have by a supplement to this Agreement confirmed that its Guarantee shall apply to the Parent’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement, as applicable, confirmed that its obligations thereunder shall apply to the Parent’s obligations under this Agreement and (6E) transactions permitted the Company shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any other Loan Document comply with this Agreement and (y) and an opinion of counsel stating that this Agreement and certain other Loan Documents reasonably requested by Sections 5.2 the Administrative Agent, as modified by the applicable supplements set forth above, are enforceable against the Company and 5.4the other applicable Loan Parties, in each case after giving effect to the Permitted Merger; provided, further, that with respect to clauses (1)if the foregoing are satisfied, (2), (4)the Parent will succeed to, and (5) abovebe substituted for, (w) if a the Company under this Agreement and the other Loan Documents; provided, further, that such Company agrees to provide any documentation and other information about the Parent as shall have been reasonably requested in writing by any Lender through an Administrative Agent that such Lender shall have reasonably determined is a party to such transactionrequired by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any including Title III of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14USA Patriot Act.

Fundamental Changes. No Credit Party shall(a) The Borrower will not, and no Credit Party shall suffer will not permit any Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all of its Restricted assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of or other equity interest in any of its Subsidiaries to(in each case, mergewhether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, then (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party and (iv) any Subsidiary (other than a Subsidiary Loan Party) may sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of or other equity interest or may liquidate or dissolve if no Default or Event of Default has occurred and is continuing or would result therefrom, and the Borrower determines in good faith that such sale, lease, transfer, disposition, liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that (x) in no event shall any such merger, consolidation, sale, transfer, lease or other disposition whether or not otherwise permitted by this Section 7.3 have the effect of releasing any Loan Party from any of its obligations and liabilities under this Agreement or the other Loan Documents and (y) in no event shall the Borrower permit Pipeline to merge or consolidate with or intointo any other Person, or conveysell, transferassign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its business and assets (whether now owned or hereafter acquired) to or in favor of to, any Person, except pursuant to Section 14 or Section 15 (1to the extent it applies to a merger pursuant to Section 14) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14Pipeline Partnership Agreement.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided, except (1) in connection with Permitted Acquisitions that, notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.13 and other Investments permitted hereunder7.14, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Borrower may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned Subsidiaries which are Domestic its Subsidiaries; provided, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entitiescorporation, (3b) any Foreign Subsidiary Loan Party other than the Borrower may merge or consolidate with any other Loan Party or the Borrower, (c) any Consolidated Party which is not a Loan Party may be merged or consolidated with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Loan Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Loan Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Loan Party may be merged or continuing entityconsolidated with or into any other Consolidated Party which is not a Loan Party, including any merger of such non Loan Party into an acquisition target, (e) any Subsidiary of the Borrower may merge with any Person that is not a Loan Party in connection with a Disposition permitted under Section 8.05, and (f) any Wholly Owned Subsidiary of the Borrower that is not a Loan Party may Dispose of all or substantially all of its assets (whether now owned or hereafter acquired), dissolve, liquidate or wind up its affairs at any time provided that such Disposition, dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything contained or implied herein to the foregoingcontrary, if this provision shall not, in any case, be construed to limit (y) the transfer, sale or other disposition by a non-Loan Party Subsidiary of the Borrower of any of the foregoing events in clauses its assets (1whether a portion of or all or substantially all of its assets) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within Borrower or any other Subsidiary of the time period specified in Section 5.14Borrower or (z) the transfer, sale or other disposition by a Loan Party Subsidiary of the Borrower of any of its assets (whether a portion of or all or substantially all of its assets) to any other Loan Party.

Fundamental Changes. No Credit Party shallNeither Holdings nor the Parent Borrower will, and no Credit Party shall suffer nor will they permit any Subsidiary to, merge into or consolidate with any other Person, or permit any of its Restricted Subsidiaries to, merge, other Person to merge into or consolidate with or intoit, or conveysell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of the Parent Borrower and its assets Subsidiaries, taken as a whole, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (whether now i) any Person may merge with or into or consolidate with the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Person may merge with or into or consolidate with any Subsidiary in a transaction in which the surviving entity is or becomes a Subsidiary and (if any party to such merger or consolidation is or becomes a Loan Party) is a Loan Party; provided that any such merger or consolidation involving a Person that is not a wholly owned or hereafter acquired) Subsidiary immediately prior to or in favor of any Personafter giving effect to such merger or consolidation shall comply with Sections 6.04 and 6.05, except (1) in connection with Permitted Acquisitions and other Investments permitted hereunderas applicable, (2iii) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parentsthe Parent Borrower) may merge or amalgamate with, liquidate or dissolve or liquidate intochange its legal form if the Parent Borrower determines in good faith that such liquidation or dissolution or change in legal form is in the best interests of the Parent Borrower and its subsidiaries and is not materially disadvantageous to the Lenders; provided that, in the case of a liquidation or dissolution of a Subsidiary that is a Loan Party, the Borrowers Person into which such Subsidiary is liquidated or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries dissolved shall be a Loan Party and shall succeed to or assume all obligations of such Loan Party under the continuing or surviving entitiesLoan Documents in a manner reasonably satisfactory to the Administrative Agent, (3iv) any Foreign Subsidiary may merge with merger the sole purpose and effect of 106 which is to reincorporate or dissolve or liquidate into reorganize a Person in another Foreign Subsidiaryjurisdiction in the United States shall be permitted; provided that, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit if such Person is a Loan Party, (5) any Credit the surviving entity is a Loan Party (other than Parents) may merge with or dissolve or liquidate into any other Credit and, if not a Loan Party (other than Parents); provided that if any Borrower is a party to before such transactionmerger, such Borrower shall be the surviving or continuing entity assume all obligations of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect Loan Party under the Loan Documents in a manner reasonably satisfactory to clauses (1), (2), (4the Administrative Agent), and (5v) abovea merger, (w) if dissolution, liquidation, consolidation, sale, transfer or other disposition the purpose and effect of which is to effect a Parent is a party transaction permitted pursuant to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.146.05.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, except notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (1a) any Loan Party may merge or consolidate with any other Loan Party, provided that, if such transaction involves the Borrower, the Borrower is the surviving entity, (b) any Subsidiary that is not a Loan Party may merge or consolidate with any Loan Party or with any other Wholly Owned Subsidiary that is not a Loan Party, provided that, if such transaction involves a Loan Party, the surviving Person shall be or become a Loan Party, (c) any Loan Party may merge with any Person that is not a Loan Party or Dispose of all or substantially all of its assets in connection with Permitted Acquisitions and other Investments a Disposition permitted hereunderunder Section 8.05, (2d) any Loan Party or any Subsidiary (includingmay merge with any Person that is not a Loan Party in connection with a Permitted Acquisition provided that, without limitationif such transaction involves the Borrower or Guarantor, the Borrowers Borrower or any Guarantor other than Parents) may merge or amalgamate withGuarantor, or dissolve or liquidate intoas applicable, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entitiesentity, (3e) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Loan Party may merge Dispose of all or substantially all of its assets (upon dissolution, liquidation or winding up its affairs or otherwise in accordance with the terms hereof) to the Borrower or dissolve or liquidate into to another Non-Credit Party or any Credit Loan Party, (5f) any Credit Subsidiary that is not a Loan Party may Dispose of all or substantially all its assets (upon dissolution, liquidation or winding up its affairs or otherwise in accordance with the terms hereof) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party, (g) so long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it pursuant to a Permitted Acquisition and (h) other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1)Borrower, (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any Subsidiary of the foregoing events Borrower may be liquidated, wound up or dissolved if Borrower determines in clauses (1) through (6) results good faith that such liquidation, winding up or dissolution is in the occurrence best interest of a change described in Section 5.14, then the Borrowers shall provide notice Borrower and is not materially disadvantageous to the Agent within the time period specified in Section 5.14Lenders.

Fundamental Changes. No Credit Party shallSo long as no Default or Event of Default shall have occurred and be continuing at the time of any such action or event, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries toexcept in connection with a Excluded Disposition, merge, dissolve, liquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, except (1) in connection with Permitted Acquisitions notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and other Investments permitted hereunder7.13, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Borrower may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned its Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entitiescorporation, (3b) any Foreign Loan Party other than the Borrower may merge or consolidate with any other Loan Party other than the Borrower, (c) any Consolidated Party which is not a Loan Party may be merged or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Loan Party may be merged or consolidated with or into any other Consolidated Party which is not a Loan Party, (e) any Subsidiary of the Borrower may merge with or dissolve or liquidate into another Foreign Subsidiaryany Person that is not a Loan Party in connection with a Disposition permitted under Section 8.05, (4f) the Borrower or any Non-Credit Party Subsidiary of the Borrower may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (Person other than Parents) may merge a Consolidated Party in connection with or dissolve or liquidate into any other Credit Party (other than Parents); a Permitted Acquisition provided that that, if any Borrower is a party to such transactiontransaction involves the Borrower, such the Borrower shall be the continuing or surviving or continuing entity of such transactioncorporation and the Loan Parties shall comply with Section 7.13 hereof, and (6g) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any Wholly Owned Subsidiary of the foregoing events in clauses (1) through (6) results in the occurrence of Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14Material Adverse Effect.

Fundamental Changes. No Credit Party shall(a) Except as otherwise permitted by Section 7.6(d), the Borrower will not, and no Credit Party shall suffer will not permit any Subsidiary to, merge into or consolidate into any other Person, or permit any of its Restricted Subsidiaries to, merge, other Person to merge into or consolidate with or intoit, or conveysell, transferlease, lease transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or in favor all or substantially all of the stock of any Personof its Subsidiaries (in each case, except whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (1i) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2) any Subsidiary (including, without limitation, the Borrowers Borrower or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3) any Foreign Subsidiary may merge with a Person if the Borrower (or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that such Subsidiary if any the Borrower is not a party to such transaction, such Borrower shall be merger) is the surviving or continuing entity of such transactionPerson, and (6ii) transactions permitted by Sections 5.2 and 5.4any Subsidiary may merge into another Subsidiary; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (wA) if a Parent is a any party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower merger is a party to such transactionSubsidiary Loan Party, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Subsidiary Loan Party shall be the surviving Person (and if the non-surviving Subsidiary was also a Subsidiary Loan Party, the Administrative Agent, upon such event and at the request and expense of the Borrower and/or the surviving Subsidiary Loan Party, will execute such documents as shall be acceptable to the Administrative Agent and its counsel releasing the non-surviving Subsidiary Loan Party from its obligations under the Subsidiary Guarantee Agreement) or continuing entity. Notwithstanding the foregoing, (B) if any party to such merger is not a Subsidiary Loan Party, the surviving Person shall execute and deliver to the Administrative Agent an agreement guaranteeing payment of the foregoing events Obligations in clauses form and substance satisfactory to the Administrative Agent and the Required Lenders, (1iii) through any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (6iv) results any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the occurrence best interests of a change described in Section 5.14, then the Borrowers shall provide notice Borrower and is not materially disadvantageous to the Agent within the time period specified in Lenders; provided, that any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 5.147.4.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, except (1) in connection with Permitted Acquisitions notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and other Investments permitted hereunder7.14, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Borrower may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned its Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entitiescorporation, (3b) any Foreign Loan Party other than the Borrower may merge or consolidate with any other Loan Party other than the Borrower, (c) any Subsidiary that is not a Loan Party may be merged or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, (d) any Subsidiary that is not a Loan Party may be merged or consolidated with or into any other Subsidiary that is not a Loan Party; provided that (i) if one Subsidiary to such merger or consolidation is a wholly owned Subsidiary, the wholly owned Subsidiary shall be the continuing or surviving entity, and (ii) if Syntel India is a party to such merger or consolidation, Syntel India shall be the surviving company, (e) any Subsidiary may Dispose of any or all of its assets pursuant to a Disposition permitted by Section 8.05 (other than Section 8.05(b)); (f) any Subsidiary may be dissolved or liquidated so long as any Dispositions in connection with any such liquidation or dissolution are permitted under this Section 8.04; and (g) the Borrower or any Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); Person in connection with a Permitted Acquisition provided that (i) if any the Borrower is a party to such transaction, such the Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1)Person, (2), (4), and (5) above, (wii) if a Parent Loan Party is a party to such transaction, either the Charah Parent or the Allied Parent such Loan Party shall be the surviving or continuing entityPerson, and (xiii) if a Borrower Syntel India is a party to such transaction, then a Borrower Syntel India shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14Person.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any into another Person, except that, so long as no Default or Event of Default exists or would result therefrom: (1) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2a) any Subsidiary (including, without limitation, of the Borrowers or any Guarantor other than Parents) Company may merge or amalgamate with, consolidate with or liquidate or dissolve or liquidate intointo a Loan Party; provided, that, (i) the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Loan Party shall be the continuing or surviving entitiesPerson, (3ii) a Borrower may not merge into the Company and (iii) in the case of any Foreign merger of a Borrower and a Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower is a party to such transactionGuarantor, such Borrower shall be the continuing or surviving Person; (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge with or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided, further, that with respect to clauses (1)that, (2), (4), i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and (5ii) above, (w) if a Parent in the case of any such merger to which any Loan Party is a party to party, such transaction, either Loan Party is the Charah Parent surviving Person or the Allied Parent surviving Person becomes a Loan Party; provided, further that the Company shall be the surviving or continuing entityPerson in the case of any merger with the Company; (c) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Party; provided that, (x) if a Borrower when any wholly-owned Subsidiary is a party to such transactionmerging with another Subsidiary that is not wholly-owned, then a Borrower the wholly-owned Subsidiary shall be the continuing or surviving or continuing entity Person; and (yd) if a Credit any Loan Party (other than the Company) may dissolve or liquidate if the Borrower Agent determines in good faith that such liquidation or dissolution is in the best interest of the Loan Parties and is not materially disadvantageous to the Administrative Agent or the Lenders; provided that such Loan Party shall at or before the time of such dissolution or liquidation, transfer its assets to a Parent or Loan Party (or, if such Loan Party was a Borrower) is , to a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14Borrower).

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided, except (1) in connection with Permitted Acquisitions that, notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and other Investments permitted hereunder7.14, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Borrower may merge or amalgamate withconsolidate with any of its Subsidiaries, or dissolve or liquidate intoprovided, that, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entitiesPerson, (3b) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Loan Party (other than Parentsthe Borrower) may merge or consolidate with or dissolve or liquidate into any other Credit Loan Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1Borrower), (2)c) any Subsidiary that is not a Loan Party may be merged or consolidated with or into any Loan Party, provided, that, the continuing or surviving Person shall be such Loan Party or concurrently therewith become a Loan Party, (4), and (5d) aboveany Subsidiary that is not a Loan Party may be merged or consolidated with or into any other Subsidiary that is not a Loan Party, (we) if any Subsidiary may dissolve, liquidate or wind up its affairs at any time, provided, that, such dissolution, liquidation or winding up could not reasonably be expected to have a Parent Material Adverse Effect and all of its assets and business are transferred to a Loan Party or solely in the case of a Subsidiary that is not a party Loan Party, another Subsidiary that is not a Loan Party prior to or concurrently with such transactiondissolution, either the Charah Parent liquidation or the Allied Parent shall be the surviving or continuing entitywinding up, (xf) if a Borrower is a party to such transaction, then a Borrower shall be the surviving in connection with any Permitted Acquisition or continuing entity and (y) if a Credit Party other Investment permitted under Section 8.02 (other than a Parent by reference to this Section 8.04 (or a Borrowerany sub-clause hereof)) is a party the Borrower or any Subsidiary may merge into or consolidate with any other Person or permit any other Person to such transactionmerge into or consolidate with it, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14.so long as

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose engage in any Asset Sale of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (1) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2a) any Subsidiary (includingmay merge, without limitationconsolidate, the Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, with or into (i) the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic SubsidiariesBorrower, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entitiesPerson, or (3ii) any Foreign one or more other Subsidiaries, including any such merger, consolidation, or amalgamation, the purpose of which is to change the jurisdiction of the Borrower or any Subsidiary so long as the Borrower remains organized under the laws of the United States, a state within the United States or the District of Columbia and the Loan Parties comply with the Collateral Documents, provided that when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person; (b) any Loan Party may engage in an Asset Sale of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (c) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Asset Sale that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; (d) the Borrower and its Subsidiaries may enter to any merger, consolidation, or amalgamation or effect Asset Sales in order to effect any corporate reorganization, provided that in the case of a merger, consolidation or amalgamation involving a Loan Party, a Loan Party must be the survivor of such merger, consolidation or amalgamation; (e) in connection with any Permitted Investment, any Subsidiary of the Borrower may merge into or consolidate with any other Person or dissolve permit any other Person to merge into or liquidate into another Foreign Subsidiary, consolidate with it; provided that (4i) the Person surviving such merger shall be a Subsidiary of the Borrower and (ii) in the case of any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or such merger to which any Credit Party, (5) any Credit Loan Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to party, such transaction, then a Credit Loan Party shall be is the surviving or continuing entityPerson; and (f) the Borrower and its Subsidiaries may consummate any Asset Sale permitted by Section 7.05. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14.7.05

Fundamental Changes. No Credit Party shall, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries toExcept in connection with an Excluded Disposition, merge, dissolve, liquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, except (1) in connection with Permitted Acquisitions notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and other Investments permitted hereunder7.13, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Borrower may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned its Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entitiesPerson, (3b) any Foreign Loan Party other than the Borrower may merge or consolidate with any other Loan Party or the Borrower, (c) any Consolidated Party which is not a Loan Party may be merged or consolidated with or into any Loan Party provided that the continuing or surviving Person shall be a Loan Party, (d) any Consolidated Party which is not a Loan Party may be merged or consolidated with or into any other Consolidated Party which is not a Loan Party, (e) any Subsidiary of the Borrower may merge with or dissolve or liquidate into another Foreign Subsidiaryany Person that is not a Loan Party in connection with a Disposition permitted under Section 8.05, (4f) the Borrower or any Non-Credit Party Subsidiary of the Borrower may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party Person (other than Parentsa Consolidated Party with which it could not merge under any of clauses (a) may merge through (e)) in connection with or dissolve or liquidate into any other Credit Party (other than Parents); a Permitted Acquisition provided that that, if any Borrower is a party to such transactiontransaction involves the Borrower, such the Borrower shall be the continuing or surviving corporation, (g) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or continuing entity of wind up its affairs at any time provided that such transactiondissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and (6h) transactions permitted by Sections 5.2 and 5.4; provided, further, that ZxxxXxxx.xxx Inc. may merge with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent CBT or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14CBT Subsidiary.

Fundamental Changes. (a) No Credit Loan Party shallwill, and no Credit Party shall suffer or nor will it permit any of its Restricted Subsidiaries to, mergeamalgamate with, merge into or consolidate with or intoany other Person, or conveypermit any other Person to amalgamate with, transfermerge into or consolidate with it, lease or otherwise dispose of (whether in one transaction liquidate or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Persondissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (1) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2i) any Subsidiary of a Borrower may merge or amalgamate into a Borrower in a transaction in which such Borrower continues or is the surviving entity and assumes all obligations of such Borrower under the Loan Documents, (including, without limitation, the Borrowers or ii) any Guarantor Loan Party (other than Parentsa Borrower) may merge or amalgamate with, into or dissolve or liquidate into, the Borrowers or with any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Loan Party (other than a Parent or a Borrower) in a transaction in which a Loan Party continues or is the surviving entity and assumes all obligations of the Loan Party under the Loan Documents, (iii) any Subsidiary may transfer its assets to a Loan Party and any Subsidiary which is a party non-Loan Party may transfer its assets to a non-Loan Party, (iv) any Subsidiary may liquidate or dissolve if (x) 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 Lenders and (y) in connection with any such dissolution of a Loan Party, all of the material assets of such Loan Party are transferred to another Loan Party (it being understood that any transfer of assets to an entity that is not a 159 Loan Party must be separately permitted pursuant to Section 6.04), and (v) any non-Loan Party may merge into, amalgamate with or consolidate with, another non-Loan Party; provided that any such merger, amalgamation or consolidation involving a Person that is not a wholly owned Subsidiary immediately prior to such transactionmerger, then a Credit Party amalgamation or consolidation shall not be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in permitted unless also permitted by Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.146.04.

Fundamental Changes. No Credit Party shall, and no Such Credit Party shall not, and shall not suffer or permit any of its Restricted Subsidiaries to, merge, consolidate with consolidate, amalgamate or intosell all or substantially all of the assets of any Credit Party or any of its Restricted Subsidiaries, or conveyliquidate, transferwind up or dissolve itself (or suffer any liquidation or dissolution), lease except if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (a) any Restricted Subsidiary that is not a Credit Party may merge, consolidate, amalgamate or otherwise dispose of (whether in one transaction or in a series of transactions) sell all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor another Restricted Subsidiary that is not a Credit Party; provided that, if either such Restricted Subsidiary is a direct Subsidiary of any Person, except (1) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any a Credit Party, the surviving entity or the transferee entity, as applicable, shall be a direct Subsidiary of a Credit Party; (5b) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided Restricted Subsidiary that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a the Borrower) may merge, consolidate, amalgamate or sell all or substantially all of its assets to another Restricted Subsidiary that is a party to such transaction, then a Credit Party (including the Borrower); provided that the surviving entity or the transferee entity, as applicable, shall be a Credit Party; provided, further, that, in the surviving or continuing entity. Notwithstanding the foregoing, if event that any of the foregoing events involves the Borrower, the surviving entity or the transferee entity, as applicable, shall be the Borrower; (c) the Borrower may merge, consolidate, amalgamate or sell all or substantially all of its assets to a Restricted Subsidiary owned directly by Holdings or the Borrower immediately prior to such transactions; provided that (i) the surviving entity of a merger with the Borrower or the transferee entity that receives all or substantially all of the Borrower’s assets, as applicable (the “Successor Entity”), shall be a corporation or limited liability company organized and existing under the laws of the United States, any State thereof or the District of Columbia and shall expressly assume all of the obligations of the Borrower under the Loan Documents pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent, (ii) immediately after giving effect to such merger, consolidation, amalgamation or sale, as applicable, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (iii) except as the Administrative Agent may otherwise agree, each Guarantor, unless it is the other party to such merger, consolidation, amalgamation or sale, as applicable, shall execute and deliver a reaffirmation agreement with respect to its obligations under the other Loan Documents in form and substance reasonably satisfactory to the Administrative Agent, (iv) the Successor Entity shall provide the documentation and other information to the Administrative Agent as the Administrative Agent and the Lenders reasonably determine are required by bank regulatory authorities under applicable “know-your-customer” and Anti-Money Laundering Laws, including the PATRIOT Act; provided that, the Borrower shall have notified the Administrative Agent in writing at least seven (7) Business Days prior to such merger, consolidation, amalgamation or sale, as applicable, and each Lender shall have been provided with documentation and other information it reasonably determines are required by bank regulatory authorities under applicable “know-your-customer” and Anti-Money Laundering Laws, including the PATRIOT Act, at least five (5) Business Days prior to the consummation of such merger, consolidation, amalgamation or sale, as applicable, as has been reasonably requested in writing at least six (6) Business Days prior to such merger, consolidation, amalgamation or sale, as applicable, and (v) the Successor Entity shall deliver an officer’s certificate to the Administrative Agent to the effect that after giving effect to such merger, consolidation, amalgamation or sale, as applicable, no Default or Event of Default shall have occurred and be continuing or would result therefrom (it being understood and agreed that, if the foregoing conditions under clauses (1i) through (6v) results are satisfied, the Successor Entity will succeed to, and be substituted for, the Borrower under this 105 Agreement and the other Loan Documents); and (d) any of its Restricted Subsidiaries that is not a Credit Party may liquidate, wind up or dissolve so long as the assets of such Restricted Subsidiary are distributed to a Guarantor; provided that, no such action pursuant to clause (a), (b), (c) or (d) above is permitted if such action would reasonably be expected, in the occurrence judgment of Holdings, to (i) have a change described in Section 5.14material adverse effect on the Lenders, then the Borrowers shall provide notice (ii) be disproportionately beneficial to the Agent within holders of any Material Indebtedness of Holdings or its Restricted Subsidiaries as compared to the time period specified in Section 5.14Lenders or (iii) be disproportionately adverse to the Lenders as compared to such other holders.

Fundamental Changes. (a) No Credit Loan Party shallwill, and no Credit Party shall suffer or will permit any of its Restricted Subsidiaries to, liquidate, dissolve, merge into or consolidate with any other Person, or permit any other Person to liquidate, dissolve, merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would arise therefrom: (i) any Subsidiary of a Loan Party (other than a Borrower) may merge, consolidate with or intoliquidate, dissolve, or conveyconsolidate into a Loan Party, transfer, lease or otherwise dispose of provided that in any such transaction the Loan Party shall be the surviving entity; (whether in one transaction or in ii) a series of transactions) all or substantially all of its assets Borrower may merge into any other Borrower; (whether now owned or hereafter acquired) to or in favor of any Person, except (1iii) in connection with a Permitted Acquisitions Acquisition, any Loan Party or any Subsidiary of a Loan Party may merge with any other Person or permit any other 84 Person to merge with or into or consolidate with it, provided that (A) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and other Investments permitted hereunder(B) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; (2iv) any Subsidiary (including, without limitation, the Borrowers or any Facility Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or into any of their Wholly-Owned Subsidiaries which are Domestic SubsidiariesBorrower, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving entity; (v) any Facility Guarantor may liquidate or continuing entity dissolve voluntarily into any other Loan Party; (vi) any Subsidiary of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Loan Party (other than a Parent Loan Party) may liquidate or a Borrower) dissolve if the Lead Borrower determines in good faith that such liquidation is a party to such transaction, then a Credit Party shall be in the surviving or continuing entity. Notwithstanding the foregoing, if any best interests of the foregoing events in clauses Borrowers and provided that such liquidation or dissolution could not reasonably be expected to have a Material Adverse Effect; and (1vii) through (6) results in the occurrence any Subsidiary of any Loan Party that is not a change described in Section 5.14Loan Party may liquidate, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14dissolve, merge into or consolidate with any other Person.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, amalgamate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, except notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (1a) in connection the Parent Borrower may merge or consolidate with Permitted Acquisitions any of its Subsidiaries (other than the Canadian Borrower); provided, that, the Parent Borrower shall (i) be the continuing or surviving corporation and (ii) only do so with a 144 Domestic Subsidiary, (b) the Canadian Borrower may merge, amalgamate or consolidate with any of its Subsidiaries; provided, that, the Canadian Borrower shall (i) be the continuing or surviving corporation, (ii) only do so with a Loan Party organized under the laws of Canada or a province or territory thereof, and (iii) deliver a confirmation and acknowledgement and other Investments permitted ancillary documents as reasonably requested by the Administrative Agent confirming that is subject to all of the Obligations hereunder, (2c) any Subsidiary Loan Party (including, without limitation, the Borrowers or any Guarantor other than Parentsany Borrower) may merge merge, amalgamate or amalgamate withconsolidate with any other Loan Party (other than any Borrower); provided, or dissolve or liquidate intothat, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries if an Unlimited Loan Party is a party thereto then an Unlimited Loan Party shall be the continuing or surviving entitiescorporation or other legal entity (including by way of amalgamation) and (ii) a Loan Party organized under the laws of the United States shall only do so with a Loan Party organized under the laws of the United States and a Loan Party organized under the laws of Canada or a province or territory thereof shall only do so with a Loan Party organized under the laws of Canada, the United States or a province, state or territory thereof, (3d) any Foreign Subsidiary that is not a Loan Party may merge be merged, amalgamated or consolidated with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4Loan Party; provided, further, that with respect to clauses (1)that, (2), (4), and (5i) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Loan Party shall be the continuing or surviving corporation (or continuing other legal entity. Notwithstanding ) and (ii) a Foreign Subsidiary organized under the foregoinglaws of Canada or a province or territory thereof shall only do so with a Loan Party organized under the laws of Canada or a province or territory thereof, if (e) any Foreign Subsidiary that is not a Loan Party may be merged, amalgamated or consolidated with or into any other Foreign Subsidiary that is not a Loan Party; provided, that, a Foreign Subsidiary organized under the laws of Canada or a province or territory thereof shall only do so with a Foreign Subsidiary organized under the laws of Canada or a province or territory thereof, (f) subject to clause (a) and (b) above and provided that the surviving Person is a Loan Party, the Parent Borrower or any Subsidiary of the foregoing events Parent Borrower may merge or amalgamate with any other Person in clauses connection with a Permitted Acquisition, and (1g) through any Subsidiary of the Parent Borrower (6other than the Canadian Borrower) results in may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation, or winding up, as applicable, could not have a Material Adverse Effect and provided that the occurrence assets of such Subsidiary are transferred to a change described in Section 5.14U.S. Loan Party (if such Subsidiary is a Domestic Subsidiary) or a Loan Party (if such Subsidiary is a Foreign Subsidiary) prior to such dissolution, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14liquidation, or winding up.

Fundamental Changes. (a) No Credit Loan Party shallwill, and no Credit Party shall suffer nor will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any of its Restricted Subsidiaries to, merge, other Person to merge into or consolidate with or intoit, or conveysell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve (including, in each case, pursuant to or a division as set forth in favor of any PersonSection 1.07), except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (1i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary of the Borrower may merge into the Borrower or any Loan Party that is a Subsidiary of the Borrower in a transaction in which the surviving entity is a Loan Party, (iii) any Person may merge into or consolidate with any Loan Party or any of its Subsidiaries in a transaction so long as, in the case of a merger or consolidation involving any Loan Party or Material Foreign Subsidiary, any such Loan Party or Material Foreign Subsidiary party to such merger or consolidation is the surviving entity, (iv) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Restricted Subsidiary, subject to the provisions of Section 6.05(iv), (v) any Restricted Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Restricted Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party and is not materially disadvantageous to the Lenders, (vi) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person in a transaction permitted under Section 6.05 in which, after giving effect to 128 Execution Version such transaction, the surviving entity is not a Restricted Subsidiary and (vii) any Restricted Subsidiary may liquidate or dissolve if in connection with Permitted Acquisitions such liquidation or dissolution, substantially all the assets of such Restricted Subsidiary are transferred to a Loan Party (to the extent such Restricted Subsidiary being liquidated or dissolved is a Loan Party); provided, that any such merger or consolidation involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04 (if applicable). Notwithstanding anything to the contrary in the foregoing, each Loan Party and other Investments permitted hereunder, (2) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any each of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic its Restricted Subsidiaries shall be the continuing permitted to enter into an agreement to effect any transaction of merger or surviving entitiesconsolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, (3) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower agreement shall be conditioned on (i) obtaining requisite approvals permitting the surviving respective transaction (and any related financing or continuing entity other transactions) in accordance with the requirements of such transaction, and Section 9.02 or (6ii) transactions permitted by Sections 5.2 and 5.4Payment in Full; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent agreement shall be the surviving or continuing entity, (x) if a Borrower is a party not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to such transaction, then a Borrower shall be meet the surviving or continuing entity conditions set forth above and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be contain termination provisions which will provide for the surviving or continuing entity. Notwithstanding the foregoing, if any termination of the foregoing events in clauses (1) through (6) results agreement within a reasonable time if the conditions described in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14preceding proviso have not been satisfied by such time.

Fundamental Changes. No Credit Party shall, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries toOther than in connection with the Subject Transactions, merge, dissolve, liquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (or permit any Consolidated Party to do so); provided that, except (1) in connection with Permitted Acquisitions notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.13 and other Investments permitted hereunder7.14, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Borrower may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned its Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entitiescorporation, (3b) any Foreign Subsidiary Loan Party other than the Borrower may merge or consolidate with or dissolve transfer or liquidate into another Foreign Subsidiaryotherwise Dispose of all of its assets to any other Loan Party other than the Borrower, (4c) any Non-Credit Consolidated Party which is not a Loan Party may merge be merged or consolidated with or dissolve into or liquidate transfer or otherwise Dispose of all of its assets to any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Loan Party may be merged or consolidated with or into another Non-Credit or transfer or otherwise Dispose of all of its assets to any other Consolidated Party or any Credit which is not a Loan Party, (5e) any Credit Party Subsidiary of the Borrower (other than Parentsa Prospective BBE) may merge with or dissolve or liquidate into any other Credit Person that is not a Loan Party (other than Parents); provided that if any Borrower is in connection with a party to such transaction, such Borrower shall be the surviving or continuing entity of such transactionDisposition permitted under Section 8.05, and (6f) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either any Wholly Owned Subsidiary of the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent Prospective BBE) may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Borrower) is Material Adverse Effect or otherwise result in a party to such transaction, then a Credit Party shall be the surviving Default or continuing entity. Notwithstanding the foregoing, if any Event of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14Default hereunder.

Fundamental Changes. (a) No Credit Loan Party shallwill, and no Credit Party shall suffer nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any of its Restricted Subsidiaries to, merge, other Person to merge into or consolidate with or intoit (except in connection with a Permitted Acquisition), or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (other than as permitted by Section 6.04), or all or substantially all of the stock of any of its Subsidiaries (other than as permitted by Section 6.04) (in each case, whether now owned or hereafter acquired) to ), or in favor of any Personliquidate, divide or dissolve, except (1) in connection with Permitted Acquisitions that, if at the time thereof and other Investments permitted hereunderimmediately after giving effect thereto no Event of Default shall have occurred and be continuing, (2i) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit is not a Loan Party may merge with or dissolve or liquidate into another Non-Credit Subsidiary that is not a Loan Party or any Credit Party, (5) any Credit into a Loan Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower a Loan Party is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1must be a Loan Party), (2), (4), and (5ii) above, (w) if any Loan Party may merge into any other Loan Party in a Parent transaction in which the surviving entity is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, Loan Party (x) provided that if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or must be a Borrower) and (iii) any Subsidiary that is not a party Loan Party may liquidate, divide or dissolve if the Borrowers determine in good faith that such liquidation, division or dissolution is in the best interests of the Borrowers and is not materially disadvantageous to the Lender; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such transactionmerger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party will, then nor will it permit any Subsidiary to, consummate a Credit Division as the Dividing Person, without the prior written consent of the Lender; provided, that notwithstanding the foregoing, any Subsidiary that is not a Loan Party shall be may consummate a Division if the surviving or continuing entityBorrowers determine in good faith that such Division is in the best interests of the Borrowers and is not materially disadvantageous to the Lender. Notwithstanding Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Lender as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents. (c) No Loan Party will, nor will it permit any Subsidiary to, engage in any business other than businesses of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then type conducted by the Borrowers shall provide notice to and their Subsidiaries on the Agent within date hereof and businesses reasonably related, complementary or ancillary thereto or constituting a reasonable extension thereof. (d) No Loan Party will, nor will it permit any Subsidiary to, change its fiscal year or any fiscal quarter from the time period specified basis in Section 5.14.effect on the Effective Date. (e) Except changes made in accordance with GAAP, no Loan Party will change the accounting basis upon which its financial statements are prepared. SECTION 6.04

Fundamental Changes. No Credit Party shall(a) Except as otherwise permitted by Section 7.6(d), the ----------- - Borrower will not, and no Credit Party shall suffer will not permit any Subsidiary to, merge into or consolidate into any other Person, or permit any of its Restricted Subsidiaries to, merge, other Person to merge into or consolidate with or intoit, or conveysell, transferlease, lease transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or in favor all or substantially all of the stock of any Personof its Subsidiaries (in each case, except whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at -------- the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (1i) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2) any Subsidiary (including, without limitation, the Borrowers Borrower or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3) any Foreign Subsidiary may merge with a Person if the Borrower (or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that such Subsidiary if any the Borrower is not a party to such transaction, such Borrower shall be merger) is the surviving or continuing entity of such transactionPerson, and (6ii) transactions permitted by Sections 5.2 and 5.4any Subsidiary may merge into another Subsidiary; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (wA) if a Parent any party to -------- such merger is a party to such transactionSubsidiary Loan Party, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Subsidiary Loan Party shall be the surviving Person (and if the non-surviving Subsidiary was also a Subsidiary Loan Party, the Administrative Agent, upon such event and at the request and expense of the Borrower and/or the surviving Subsidiary Loan Party, will execute such documents as shall be acceptable to the Administrative Agent and its counsel releasing the non-surviving Subsidiary Loan Party from its obligations under the Subsidiary Guarantee Agreement) or continuing entity. Notwithstanding the foregoing, (B) if any party to such merger is not a Subsidiary Loan Party, the surviving Person shall execute and deliver to the Administrative Agent an agreement guaranteeing payment of the foregoing events Obligations in clauses form and substance satisfactory to the Administrative Agent and the Required Lenders, (1iii) through any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (6iv) results any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the occurrence best interests of a change described in Section 5.14, then the Borrowers shall provide notice Borrower and is not materially disadvantageous to the Agent within the time period specified in Lenders; provided, that any such merger -------- involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 5.14.7.4. -----------

Fundamental Changes. (a) No Credit Loan Party shallwill, and no Credit Party shall suffer or nor will it permit any of its Restricted Subsidiaries to, mergeamalgamate with, merge into or consolidate with or intoany other Person, or conveypermit any other Person to amalgamate with, transfermerge into or consolidate with it, lease or otherwise dispose liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (whether in one transaction i) any Subsidiary of a Borrower may merge or amalgamate into a Borrower in a series transaction in which such Borrower continues or is the surviving entity and assumes all obligations of transactionssuch Borrower under the Loan Documents, (ii) any Subsidiary may merge or amalgamate into or with any Loan Party (other than the Borrower) in a transaction in which a Loan Party continues or is the surviving entity and assumes all or substantially all obligations of the Loan Party under the Loan Documents, (iii) any Subsidiary may transfer its assets to a Loan Party and any Non-Loan Party may transfer its assets to a Non-Loan Party, (whether now owned iv) any Subsidiary may liquidate or hereafter acquireddissolve if (x) 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 or in favor of any Person, except the Lenders and (1y) in connection with Permitted Acquisitions and other Investments any such dissolution of a Loan Party, all of the material assets of such Loan Party are transferred to another Loan Party (it being understood that any transfer of assets to an entity that is not a Loan Party must be separately permitted hereunderpursuant to Section 6.04), (2) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4v) any Non-Credit Loan Party may merge into, amalgamate with or dissolve or liquidate into consolidate with, another Non-Credit Party or any Credit Loan Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower such merger, amalgamation or consolidation involving a Person that is not a party wholly owned Subsidiary immediately prior to such transactionmerger, such Borrower amalgamation or consolidation shall not be the surviving or continuing entity of such transaction, and (6) transactions permitted unless also permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14.143

Fundamental Changes. (a) No Credit Loan Party shallwill, and no Credit Party shall suffer nor will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any of its Restricted Subsidiaries to, merge, other Person to merge into or consolidate with or intoit, or conveysell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve (including, in each case, pursuant to or a division as set forth in favor of any PersonSection 1.07), except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (1) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation, (including, without limitation, ii) any Subsidiary of the Borrowers Borrower may merge into the Borrower or any Guarantor Loan Party that is a Subsidiary of the Borrower in a transaction in which the surviving entity is a Loan Party, (iii) any Person may merge into or consolidate with any Loan Party or any of its Subsidiaries in a transaction so long as, in the case of a merger or consolidation involving any Loan Party or Material Foreign Subsidiary, any such Loan Party or Material Foreign Subsidiary party to such merger or consolidation is the surviving entity, (iv) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Restricted Subsidiary, subject to the provisions of Section 6.05(iv), (v) any Restricted Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Restricted Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party and is not materially disadvantageous to the Lenders, (vi) any Restricted Subsidiary (other than Parentsthe Borrower) may merge into or amalgamate withconsolidate with any Person in a transaction permitted under Section 6.05 in which, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower is a party after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary and (vii) any Restricted Subsidiary may liquidate or dissolve if in connection with such Borrower liquidation or dissolution, substantially all the assets of such Restricted Subsidiary are transferred to a Loan Party (to the extent such Restricted Subsidiary being liquidated or dissolved is a Loan Party); provided, that any such merger or consolidation involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04 (if applicable). Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Restricted Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the surviving respective transaction (and any related financing or continuing entity other transactions) in accordance with the requirements of such transaction, and Section 9.02 or (6ii) transactions permitted by Sections 5.2 and 5.4Payment in Full; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent agreement shall be the surviving or continuing entity, (x) if a Borrower is a party not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to such transaction, then a Borrower shall be meet the surviving or continuing entity conditions set forth above and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be contain termination provisions which will provide for the surviving or continuing entity. Notwithstanding the foregoing, if any termination of the foregoing events in clauses (1) through (6) results agreement within a reasonable time if the conditions described in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14preceding proviso have not been satisfied by such time.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except (1) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2) any Subsidiary Person (including, without limitationin each case, pursuant to a Delaware LLC Division); provided that, notwithstanding the Borrowers or any Guarantor other than Parentsforegoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) the Company may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned its Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Company shall be the continuing or surviving entitiesPerson, (3b) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party Borrower (other than Parentsthe Company) may merge or consolidate with or dissolve or liquidate into any other Credit Party (other than Parents); of its Subsidiaries provided that if any Borrower is a party to such transaction, such Borrower shall be the continuing or surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1)Person, (2)c) any Loan Party other than any Borrower may merge or consolidate with any other Loan Party other than any Borrower, (4), and (5d) above, (w) if a Parent is a party to any Subsidiary may be merged or consolidated with or into any Loan Party provided that such transaction, either the Charah Parent or the Allied Parent Loan Party shall be the continuing or surviving or continuing entityPerson, (xe) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party any Foreign Subsidiary (other than a Parent or a Foreign Borrower) may be merged or consolidated with or into any other Foreign Subsidiary (other than a Foreign Borrower), (f) any Subsidiary of the Company may merge with any Person that is not a party to Loan Party in connection with a Permitted Acquisition or other Investment permitted by this Agreement provided that, if such transactionPermitted Acquisition or other Investment involves the 115 Company, then a Credit Party the Company shall be the continuing or surviving Person, (g) any Subsidiary that is not a Loan Party may be merged or continuing entity. Notwithstanding the foregoingconsolidated with or into any other Subsidiary that is not a Loan Party and (h) any Immaterial Subsidiary may liquidate, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14wind up or dissolve.

Fundamental Changes. No Credit Party shall, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries to, mergeMerge, consolidate or enter into any similar combination with or into(including by division), or convey, transfer, lease or otherwise dispose enter into any Asset Disposition of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned in a single transaction or hereafter acquireda series of transactions) to with, any other Person or in favor of liquidate, wind-up or dissolve itself (or suffer any Person, except liquidation or dissolution) except: (1a) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2i) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic SubsidiariesSubsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entities, entity) or (3ii) any Foreign Wholly-Owned Subsidiary of the Borrower may merge be merged, amalgamated or consolidated with or dissolve into any Guarantor (provided that in the case of a merger, amalgamation or liquidate into another Foreign Subsidiaryconsolidation involving a Guarantor, the Guarantor shall be the continuing or surviving entity); (4b) any Non-Credit Party may merge be merged, amalgamated or consolidated with or dissolve into, or liquidate into another be liquidated into, any other Non-Credit Party; (c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up, division or otherwise) to the Borrower or any Guarantor; provided that, with respect to any such disposition by any Non-Credit Party, the consideration for such disposition shall not exceed the fair value of such assets; (d) any Non-Credit Party may dispose of all or substantially all of its assets, upon voluntary liquidation, dissolution, winding up, division or otherwise, to any other Non-Credit Party, ; (5e) any Credit Party (other than Parents) Wholly-Owned Subsidiary of the Borrower may merge with or dissolve or liquidate into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any other Credit Party (other than Parents)acquisition permitted hereunder; provided that if in the case of any Borrower merger involving a Wholly-Owned Subsidiary that is a party to Guarantor, (i) a Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, such the continuing or surviving entity shall become a Guarantor and the Borrower shall comply with Section 7.14 in connection therewith; and (f) any Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Guarantor, the continuing or surviving Person shall be the surviving Borrower or continuing entity of such transaction, Guarantor and (6ii) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent continuing or the Allied Parent surviving Person shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Wholly-Owned Subsidiary of the Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any at all times during the term of this Agreement, Ubiquiti Cayman shall remain a directly owned Subsidiary of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14Borrower.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate or amalgamate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, except (1) in connection with Permitted Acquisitions notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of the Additional Guarantor Provisions and other Investments permitted hereunderthe Additional Collateral Requirements, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Company may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned Subsidiaries which are Domestic its Restricted Subsidiaries, ; provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Company shall be the continuing or surviving entitiesPerson, (3b) any Domestic Loan Party other than the Company may merge or consolidate with any other Domestic Loan Party other than the Company, (c) any Foreign Subsidiary that is a Restricted Subsidiary which is not a corporation incorporated under the Laws of Canada or a province or territory thereof may merge be merged or consolidated with or dissolve into any Loan Party provided that such Loan Party shall be the continuing or liquidate into another Foreign Subsidiarysurviving Person, (4d) any Non-Credit Party Foreign Subsidiary that is a Restricted Subsidiary which is not a corporation incorporated under the Laws of Canada or a province or territory thereof may merge be merged or consolidated with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents)Foreign Subsidiary that is a Restricted Subsidiary; provided that if any Borrower such Person is a party to such transactionDesignated Borrower, such a Designated Borrower shall be the continuing or surviving Person, (e) any Restricted Subsidiary of the Company may merge with any Person that is not a Loan Party in connection with a Disposition permitted under Section 8.05 or a Permitted Acquisition; provided that, if such transaction involves any Designated Borrower, such Designated Borrower, as applicable, shall be the continuing entity or surviving Person, (f) any Wholly Owned Subsidiary of the Company that is a Restricted Subsidiary (other than any Designated Borrower) may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect, (g) any Foreign Subsidiary that is a Restricted Subsidiary (except a Designated Borrower) which is a corporation incorporated under the Laws of Canada or a province or territory thereof may amalgamate with another Loan Party; provided that the corporation resulting from such amalgamation assumes by operation of law all obligations of such transactionLoan Party and provides confirmation of such assumption of obligations as is reasonably required by the Administrative Agent, and (6h) transactions permitted by Sections 5.2 and 5.4; provided, further, any Foreign Subsidiary that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower Restricted Subsidiary which is a party to such transaction, then a Borrower shall be corporation incorporated under the surviving or continuing entity and (y) if a Credit Party (other than a Parent Laws of Canada or a Borrower) province or territory thereof may amalgamate with another Foreign Subsidiary that is a party Restricted Subsidiary; provided that if any such Person is a Designated Borrower, the corporation resulting from such amalgamation assumes by operation of law all obligations of such Designated Borrower and provides confirmation of such assumption to such transaction, then a Credit Party shall be the surviving or continuing entityobligations as is reasonably required by the Administrative Agent. Notwithstanding the foregoing, if the Company and/or any of the foregoing events in clauses (1) through (6) results in the occurrence Restricted Subsidiary may effect transactions not otherwise permitted under this Section 8.04 as part of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14Permitted Restructuring.

Fundamental Changes. (a) No Credit Loan Party shallwill, and no Credit Party shall suffer nor will it permit any Restricted Subsidiary to, merge into or amalgamate or consolidate with any other Person, or permit any of its Restricted Subsidiaries to, merge, other Person to merge into or amalgamate or consolidate with or intoit, or conveyliquidate or dissolve, transferexcept that, lease if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Restricted Subsidiary of any Borrower may merge into or otherwise dispose of (whether in one transaction or amalgamate with a Borrower in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or transaction in favor of any Person, except (1) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (xii) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit any Loan Party (other than a Parent Borrower) may merge into or amalgamate with any other Loan Party (other than a Borrower) in a transaction in which the surviving entity is a party to Loan Party, (iii) any Loan Party (other than a Borrower) may merge into or amalgamate with any Restricted Subsidiary (other than a Loan Party) in a transaction in which the surviving entity is such transactionLoan Party, then (iv) any Restricted Subsidiary (other than a Credit Loan Party) may merge into or amalgamate with any Loan Party in a transaction in which the surviving entity is a Loan Party, (v) any Restricted Subsidiary (other than a Loan Party) may merge into or amalgamate with any other Restricted Subsidiary (other than a Loan Party), (vi) any Borrower may merge into or amalgamate with any other Borrower with the same country of domicile, (viii) any Person may merge into (or amalgamate with) the Company or any of its Subsidiaries in connection with a Permitted Acquisition; provided that (x) in the case of a merger or amalgamation involving the Company, a Borrower or another Loan Party, the continuing or surviving Person shall be the Company, the Borrower or such Loan Party (or will become a Loan Party concurrently therewith) and (y) otherwise the continuing or surviving or continuing entity. Notwithstanding the foregoing, if any Person shall be a wholly-owned Subsidiary of the foregoing events Company, and (viii) any Restricted Subsidiary that is not a Borrower may liquidate or dissolve if the Borrower which owns such Subsidiary determines in clauses (1) through (6) results good faith that such liquidation or dissolution is in the occurrence best interests of a change described in Section 5.14, then the Borrowers shall provide notice such Borrower and is not materially disadvantageous to the Agent within the time period specified in Section 5.14Lenders.

Fundamental Changes. (a) No Credit Loan Party shallwill, and no Credit Party shall suffer nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all or any substantial part of its Restricted Subsidiaries to, merge, consolidate with or intoassets, or conveyall or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate, divide or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving entity, (ii) any Loan Party (other than the Borrower) may merge into any other Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any Subsidiary that is not a Loan Party may merge into another Subsidiary, so long as (A) a Subsidiary is the surviving entity of such merger, and (B) in the case of a merger between a Subsidiary that is not a Loan Party and a Loan Party, the Loan Party shall be the surviving entity (provided, that, any such merger involving a Person that is not a Wholly Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.04), (iv) any Subsidiary may liquidate, divide or dissolve if the Borrower determines in good faith that such liquidation, division or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lender, (v)(A) a Loan Party may sell, transfer, lease or otherwise dispose of its assets to another Loan Party, (whether in one transaction B) any Subsidiary may sell, transfer, lease or in a series of transactions) all or substantially all otherwise dispose of its assets to a Loan Party, and (whether now owned C) any Subsidiary that is not a Loan Party may sell, transfer, lease or hereafter acquired) otherwise dispose of its assets to or in favor of any Personother Subsidiary that is not a Loan Party, except and (1vi) in connection with Permitted Acquisitions and other Investments any acquisition permitted hereunderunder Section 7.04. (b) No Loan Party will, (2) nor will it permit any Subsidiary (includingto, without limitation, the Borrowers or engage to any Guarantor material extent in any business other than Parents) may merge or amalgamate withbusinesses of the type conducted by the Borrower and its Subsidiaries on the Closing Date and businesses reasonably related, ancillary, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, complementary thereto and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entitylogical extensions thereof. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14.66

Fundamental Changes. No Credit Party shallMerge, and dissolve, liquidate or consolidate with or into another Person, except that so long as no Credit Party shall suffer Default exists or permit would result therefrom, (a) McAfee may merge or consolidate with any of its Restricted Subsidiaries to, merge, consolidate with Subsidiaries; provided that McAfee is the continuing or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any surviving Person, except (1b) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Irish Borrower may merge or amalgamate with, or dissolve or liquidate into, the Borrowers consolidate with any of its Subsidiaries or any Person of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, it is a Subsidiary; provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Irish Borrower shall be the continuing or surviving entitiesPerson, (3c) any Domestic Guarantor may merge or consolidate with any other Domestic Subsidiary; provided that a Domestic Guarantor is the continuing or surviving Person; (d) any Domestic Subsidiary that is not a Loan Party may merge or consolidated with any other Domestic Subsidiary that is not a Loan Party; (e) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Loan Party (other than Parentsthe Irish Borrower) may merge be merged, amalgamated or consolidated with or dissolve or liquidate into any other Credit Loan Party (other than Parents)a Borrower) or any Subsidiary; provided that the continuing or surviving Person is a Loan Party, and, if any Borrower a Domestic Loan Party is a party to such transaction, such Borrower a Domestic Loan Party shall be the continuing or surviving Person (or such continuing entity of or surviving Person becomes a Loan Party contemporaneously with such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), f) any Foreign Subsidiary that is not a Loan Party may merge or consolidated with any other Foreign Subsidiary that is not a Loan Party; (4), and g) McAfee or any Subsidiary may merge with any other Person in connection with a Permitted Acquisition; provided that (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (xi) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity survives and (yii) if a Credit any other Loan Party (other than a Parent or a Borrower) is a party to such Loan Party survives (or the surviving party becomes a Loan Party contemporaneously with such transaction) and (h) any Subsidiary that is not a Loan Party may dissolve, then liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14Material Adverse Effect.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate consolidate, amalgamate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except (1) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2) any Subsidiary Person (including, without limitationin each case, pursuant to a Division); provided that, subject to Section 7.12 and provided that, after giving effect to any such transaction, no Default or Event of Default shall exist, (a) the Borrowers or any Guarantor other than Parents) Borrower may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned its Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entitiescorporation, (3b) (i) any Subsidiary of the Borrower may merge or consolidate with any other Subsidiary of the Borrower provided that if a Loan Party is a party thereto, a Loan Party shall be the continuing or surviving corporation and (ii) any Subsidiary of the Borrower may dispose of all or substantially all of its assets to any other Subsidiary of the Borrower provided that if a Loan Party is the transferor in such transaction a Loan Party shall be the transferee, (c) any Loan Party may merge or consolidate with any other Loan Party other than the Borrower, (d) any Foreign Subsidiary may merge be merged or consolidated or amalgamated with or dissolve into any Loan Party provided that such Loan Party shall be the continuing or liquidate surviving corporation, (e) any Foreign Subsidiary may be merged or consolidated or amalgamated with or into another any other Foreign Subsidiary, (4f) (i) any Non-Credit Subsidiary that is a Loan Party may wind up, liquidate or dissolve itself so long as it transfers all or substantially all of its assets to a Loan Party prior to such wind up, liquidation or dissolution and (ii) any Subsidiary that is not a Loan Party may wind up, liquidate or dissolve itself so long as it transfers all or substantially all of its assets to a Loan Party or a Subsidiary of a Loan Party prior to such wind up, liquidation or dissolution and (g) any Subsidiary of the Borrower that is not a Loan Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower Person so long as the entity surviving such merger is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any wholly-owned Subsidiary of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14Borrower.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries toamalgamate, mergedissolve, liquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, except (1) in connection with Permitted Acquisitions notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and other Investments permitted hereunder7.14, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) PRA may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned its Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries PRA shall be the continuing or surviving entitiescorporation, (3b) (i) the Designated Borrower may merge or consolidate with any of its Foreign Subsidiaries provided that the Designated Borrower shall be the continuing or surviving corporation and (ii) the Canadian Borrower may amalgamate or consolidate with any of its Foreign Subsidiaries provided that the Canadian Borrower shall be the continuing or surviving corporation, (c) any Loan Party other than a Borrower may merge or consolidate with any other Loan Party other than a Borrower, (d) any Foreign Subsidiary (other than the Designated Borrower or the Canadian Borrower) may be merged, amalgamated or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, (e) any Foreign Subsidiary may merge be merged, amalgamated or consolidated with or dissolve or liquidate into another any other Foreign Subsidiary; provided, that, (4i) if the Designated Borrower is involved in such transaction, the Designated Borrower must be the continuing or surviving corporation and (ii) if the Canadian Borrower is involved in such transaction, the Canadian Borrower must be the continuing or surviving corporation, (f) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Loan Party or any Credit Subsidiary 123 may make dispositions of property not prohibited by Section 8.05, (g) any immaterial Subsidiary may be dissolved, wound up or liquidated; provided that the assets of such immaterial Subsidiary are transferred to a Loan Party prior to any such dissolution, wind up or liquidation and (h) any Subsidiary may Dispose of all or substantially all of its assets (whether as a contribution to capital, dividend, upon voluntary liquidation or otherwise) to PRA or to a Subsidiary; provided that if the transferor in such a transaction is a Loan Party, (5) any Credit then the transferee must either be PRA or another Loan Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any the Designated Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Canadian Borrower) unless the transaction is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in otherwise permitted under Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.148.05.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries toamalgamate, mergedissolve, liquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (1) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2a) any Restricted Subsidiary may merge or amalgamate with (i) the Parent Borrower (provided that the resulting entity shall succeed as a matter of law to all of the Obligations of the Parent Borrower), or (9) any one or more other Restricted Subsidiaries (provided that when any Restricted Subsidiary that is a Loan Party is merging or amalgamating with another Restricted Subsidiary, a Loan Party shall be a continuing or surviving Person, as applicable, or the resulting entity shall succeed as a matter of law to all of the Obligations of such Loan Party (including, without limitation, as a Borrower, as applicable)); (b) (i) any Restricted Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Restricted Subsidiary that is not a Loan Party, (10) (a) any Restricted Subsidiary may liquidate, dissolve or wind up, or (b) any Restricted Subsidiary may change its legal form, in each case, if the Borrowers determine in good faith that such action is in the best interests of the Parent Borrower and its Subsidiaries and is not materially disadvantageous to the Lenders and (11) the Borrowers may change their legal form if they determine in good faith that such action is in the best interests of the Parent Borrower and its Subsidiaries, and the Administrative Agent reasonably determines it is not disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then either (i) the transferee must be a Loan Party or (12) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary that is not a Loan Party in accordance with Section 7.02 and Section 7.03, respectively; (d) so long as no Event of Default exists or would result therefrom, any Guarantor other than Parents) Borrower may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or with any of their Wholly-Owned Subsidiaries other Person (1) in a transaction in which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be Borrower is the continuing or surviving entities, entity of such transaction or (32) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (in a transaction in which such other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower Person is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transactiontransaction (such person, and (6) transactions permitted by Sections 5.2 and 5.4the “Successor Borrower”); providedprovided that, further, that with respect to clauses (1), in the case of this clause (2), (4), and (5i) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Successor Borrower is a party to organized under the laws of the United States; (13) such transaction, then a Successor Borrower shall be assume the surviving or continuing entity and Obligations of such Borrower under the Loan Documents; (y14) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party each Guarantor shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers have confirmed that its Guaranty shall provide notice apply to the Agent within the time period specified in Section 5.14.Successor 162 #95488248v20

Fundamental Changes. No Credit Party shallDissolve, and no Credit Party shall suffer liquidate or permit any of wind-up its Restricted Subsidiaries to, merge, consolidate with or intoaffairs, or conveybecome a party to any merger or consolidation, transfer, lease or otherwise dispose of Dispose (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided, except (1) in connection with Permitted Acquisitions and other Investments permitted hereunderthat, (2a) any Subsidiary Loan Party (including, without limitation, the Borrowers or any Guarantor other than Parentsthe Parent or the Intermediate Parent) may merge or amalgamate withconsolidate into any other Loan Party; provided, further, that, if such merger or dissolve or liquidate intoconsolidation involves the Borrower, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entities, Person; (3b) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit that is not a Loan Party may merge with or dissolve or liquidate consolidate into another Non-Credit Party or any Credit Party, (5) any Credit Loan Party (other than Parents) may merge with the Parent or dissolve or liquidate into any other Credit Party (other than Parentsthe Intermediate Parent); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that, such Loan Party shall be the continuing or surviving Person; (c) any Subsidiary that with respect to clauses is not a Loan Party may merge or consolidate into any other Subsidiary that is not a Loan Party; (1), d)(i) any Subsidiary (2), (4)other than a Loan Party) may liquidate or dissolve, and (5ii) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit any Loan Party (other than a the Parent, the Intermediate Parent or a the Borrower) may liquidate or dissolve; provided, further, that, (A) in each case, the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Loan Parties and is not materially disadvantageous to the Lenders, and (B) in the case of the liquidation or dissolution of a Loan Party, all of the assets and liabilities of such Loan Party shall be transferred (by operation of law or otherwise) to another Loan Party prior to or upon giving effect to such liquidation or dissolution; (e) the Borrower may undertake any restructuring, regardless of whether accomplished by liquidation, contribution, distribution, merger, amalgamation or any other technique, whereby the ownership of Subsidiaries of the Borrower is changed; provided, further, that, (i) each such Subsidiary that is a party Subsidiary of the Borrower prior to such restructuring remains, directly or indirectly, a Subsidiary of the Borrower after such restructuring, (ii) any Subsidiary of the Borrower that is a Loan Party prior to such restructuring shall continue to be a Loan Party after such restructuring, and (iii) the Borrower shall continue to be the Borrower under the Loan Documents after such restructuring; (f) any transaction, regardless of whether accomplished by liquidation, contribution, distribution, merger, amalgamation or any other technique, and including reincorporations, whereby the only substantive effect is that the Parent or any of its Subsidiaries changes its state of organization; provided, further, that, the Borrower shall provide ten (10) days prior written notice to the Administrative Agent (or such shorter notice as the Administrative Agent shall agree to accept in its sole discretion) prior to such transaction; (g) any Loan Party or any Subsidiary may consummate any Disposition permitted under Section 7.05; (h) the Intermediate Parent may merge or consolidate into any other Loan Party; provided, then a Credit further, that, (i) the Parent determines in good faith that such merger or consolidation is in the best interests of the Loan Parties and is not materially disadvantageous to the Lenders, (ii) the result of such merger or consolidation is that the Loan Party into which the Intermediate Parent merged or consolidated is the continuing or surviving Person, (iii) all of the assets and liabilities of the Intermediate Parent shall be transferred (by operation of law or otherwise) to the surviving Loan Party into which the Intermediate Parent is merging or continuing entity. Notwithstanding consolidating, (iv) after giving effect to such merger or consolidation, the foregoingParent shall own and control, if any of record and beneficially, directly one hundred percent (100%) of the foregoing events Equity Interests of the Borrower, and (v) the Borrower shall continue to be the Borrower under the Loan Documents after such merger or consolidation; and (i) the Intermediate Parent may liquidate or dissolve; provided, further, that, (i) the Parent determines in clauses (1) through (6) results good faith that such liquidation or dissolution is in the occurrence best interests of a change described in Section 5.14, then the Borrowers shall provide notice Loan Parties and is not materially disadvantageous to the Agent within Lenders, (ii) all of the time period specified in Section 5.14assets and liabilities of the Intermediate Parent shall be transferred (by operation of law or otherwise) to another Loan Party prior to or upon giving effect to such liquidation or dissolution, (iii) the Borrower shall continue to be the Borrower under the Loan Documents after such liquidation or dissolution, and (iv) after giving effect to such liquidation or dissolution, the Parent shall own and control, of record and beneficially, directly one hundred percent (100%) of the Equity Interests of the Borrower.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided, except that, notwithstanding the foregoing provisions of this Section 7.04 but subject to the terms of Sections 6.13 and/or 6.14: (1a) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Borrower may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned its Subsidiaries which are Domestic Subsidiaries, provided that so long as the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entities, Person; (3b) any Foreign Loan Party other than the Borrower may merge or consolidate with any other Loan Party other than the Borrower; (c) any Subsidiary that is not a Loan Party may be merged or consolidated with or into any Loan Party so long as the continuing or surviving Person is such Loan Party (or shall be a Person organized under the Laws of the United States and shall become a Loan Party hereunder); (d) any Subsidiary that is not a Loan Party may be merged or consolidated with or into any other Subsidiary that is not a Loan Party; (e) the Borrower or any Subsidiary may merge or consolidate with a Target or dissolve or liquidate into another Foreign Subsidiaryany Subsidiary of a Target in connection with an Investment permitted pursuant to Section 7.03; provided, that, (4i) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any the Borrower is a party to such transactionmerger or consolidation, such the Borrower shall be the continuing or surviving or continuing entity of such transactionPerson, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (wii) if a Parent is a party to such transaction, either Loan Party other than the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transactionmerger or consolidation, then a Borrower the continuing or surviving Person shall be the surviving or continuing entity and (y) if a Credit Loan Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be a Person organized under the surviving or continuing entity. Notwithstanding the foregoing, if any Laws of the foregoing events United Sates and shall become a Loan Party hereunder); (f) the Borrower and any Subsidiary may engage in clauses (1) through (6) results in the occurrence of a change described in Section 5.14Permitted Transfer, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14.an 93 CHAR1\1816984v1CHAR1\1816984v7

Fundamental Changes. No Credit Party shall, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries to, mergeMerge, consolidate or enter into any similar combination with or into(including by division), or convey, transfer, lease or otherwise dispose enter into any Asset Disposition of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned in a single transaction or hereafter acquireda series of transactions) to with, any other Person or in favor of liquidate, wind-up or dissolve itself (or suffer any Person, except liquidation or dissolution) except: (1a) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2i) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic SubsidiariesSubsidiary of the Parent Borrower (other than the Cayman Borrower) may be merged, amalgamated or consolidated with or into the Parent Borrower (provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Parent Borrower shall be the continuing or surviving entities, entity) or (3ii) any Foreign Wholly-Owned Subsidiary of the Cayman Borrower may merge be merged, amalgamated or consolidated with or dissolve into the Cayman Borrower or liquidate into another Foreign Subsidiaryany Guarantor (provided that (x) in the case of a merger, amalgamation or consolidation involving the Cayman Borrower, the Cayman Borrower shall be the continuing or surviving entity and (4y) in the case of a merger, amalgamation or consolidation involving a Guarantor, the Guarantor shall be the continuing or surviving entity); (b) any Non-Credit Party may merge be merged, amalgamated or consolidated with or dissolve into, or liquidate into another be liquidated into, any other Non-Credit Party Party; (c) any Subsidiary (other than the Cayman Borrower) may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up, division or otherwise) to the Parent Borrower or any Guarantor; provided that, with respect to any such disposition by any Non-Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower is a party to the consideration for such transaction, such Borrower disposition shall be not exceed the surviving or continuing entity fair value of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4assets; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14.91 103755581_3 119311063_5

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, except (1) in connection with Permitted Acquisitions notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.13 and other Investments permitted hereunder7.14, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Borrower may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned its Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entitiescorporation, (3b) any Foreign Subsidiary Loan Party other than the Borrower may merge or consolidate with any other Loan Party or the Borrower, (c) any Consolidated Party which is not a Loan Party may be merged or consolidated with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Loan Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Loan Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Loan Party may be merged or continuing entityconsolidated with or into any other Consolidated Party which is not a Loan Party, (e) any Subsidiary of the Borrower may merge with any Person that is not a Loan Party in connection with a Disposition permitted under Section 8.05, (f) any Wholly Owned Subsidiary of the Borrower that is not a Loan Party may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and (g) Resortquest International, Inc. may (i) dissolve, liquidate or wind up its affairs at any time and/or (ii) Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets, provided that such dissolution, liquidation, winding up or Disposition, as applicable, could not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything contained or implied herein to the foregoingcontrary, if this provision shall not, in any case, be construed to limit (y) the transfer, sale or other disposition by a non-Loan Party Subsidiary of the Borrower of any of the foregoing events in clauses its assets (1whether a portion of or all or substantially all of its assets) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within Borrower or any other Subsidiary of the time period specified in Section 5.14Borrower or (z) the transfer, sale or other disposition by a Loan Party Subsidiary of the Borrower of any of its assets (whether a portion of or all or substantially all of its assets) to any other Loan Party.

Fundamental Changes. No Credit Party shallThe Issuer Parties shall not, and no Credit Party nor shall suffer or they permit any of its Restricted their Subsidiaries to, merge, dissolve, liquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (1) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2i) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or with (i) any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, Note Obligor; provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Note Obligor shall be the continuing or surviving entitiesPerson, or (3ii) any Foreign Subsidiary may merge with one or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party more other Subsidiaries (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parentsa Note Obligor); , provided that if when any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Issuer Party (other than a Parent Note Obligor) is merging with another Subsidiary, such Issuer Party or a BorrowerPerson that becomes an Issuer Party substantially concurrently with such merger shall be the continuing or surviving Person; (ii) any Issuer Party (other than a Note Obligor) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Note Obligor or to another Issuer Party; (iii) any Subsidiary that is not an Issuer Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation or dissolution) to (i) another Subsidiary that is not an Issuer Party or (ii) to an Issuer Party; (iv) so long as no Default has occurred and is continuing, any Subsidiary of the Parent may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger or consolidation shall be a wholly-owned (other than director’s qualifying shares or shares required by applicable law to be held by a third party) Subsidiary of the Parent, (ii) in the case of any such merger or consolidation to which a Note Obligor is a party, such Note Obligor is the surviving Person and, (iii) in the case of any such merger or consolidation to which any Issuer Party (other than any Note Obligor) is a party to party, such transaction, then Issuer Party or a Credit Person that becomes an Issuer Party shall be substantially concurrently with such merger or consolidation is the surviving or continuing entityPerson; (v) the Issuer Parties and their Subsidiaries may consummate the Permitted Tax Restructuring. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14.h)

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, except (1) in connection with Permitted Acquisitions notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and other Investments permitted hereunder7.14, and provided that, after giving effect to such transaction, no Default or Event of Default shall exist, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Borrower may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned its Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entitiescorporation, (3b) any Subsidiary may merge or consolidate with any other Subsidiary provided that (i) if a Loan Party is party thereto, a Loan Party shall be the continuing or surviving corporation, and (ii) the Loan Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may reasonably request in order to maintain the perfection and priority of the Administrative Agent's liens on the Capital Stock of the Loan Parties, (c) any Loan Party other than the Borrower may merge or consolidate with any other Loan Party other than the Borrower provided that the Loan Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may reasonably request in order to maintain the perfection and priority of the Administrative Agent's liens on the Capital Stock of the Loan Parties, (d) any Foreign Subsidiary may merge be merged or consolidated with or dissolve into any Loan Party provided that such Loan Party shall be the continuing or liquidate surviving corporation and the Loan Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may reasonably request in order to maintain the perfection and priority of the Administrative Agent's liens on the Capital Stock of the Loan Parties, (e) any Foreign Subsidiary may be merged or consolidated with or into another any other Foreign Subsidiary, (4f) any Non-Credit Subsidiary may wind up, liquidate or dissolve itself so long as it transfers all or substantially all of its assets to a Loan Party prior to such wind up, liquidation or dissolution and (g) the Borrower or any Subsidiary of the Borrower may merge with any Person that is not a Loan Party in connection with a Disposition permitted under Section 8.05 or dissolve or liquidate into another Non-Credit Party or any Credit Partya Permitted Acquisition; provided, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower is in the case of a party to such transactionmerger involving the Borrower, such the Borrower shall be the continuing or surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14corporation.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided, except that, notwithstanding the foregoing provisions of this Section 7.04 but subject to the terms of Sections 6.13 and/or 6.14: (1a) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Borrower may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned its Subsidiaries which are Domestic Subsidiaries, provided that so long as the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entities, Person; (3b) any Foreign Loan Party other than the Borrower may merge or consolidate with any other Loan Party other than the Borrower; (c) any Subsidiary that is not a Loan Party may be merged or consolidated with or into any Loan Party so long as the continuing or surviving Person is such Loan Party (or shall be a Person organized under the Laws of the United States and shall become a Loan Party hereunder); (d) any Subsidiary that is not a Loan Party may be merged or consolidated with or into any other Subsidiary that is not a Loan Party; (e) the Borrower or any Subsidiary may merge or consolidate with a Target or dissolve or liquidate into another Foreign Subsidiaryany Subsidiary of a Target in connection with an Investment permitted pursuant to Section 7.03; provided, that, (4i) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any the Borrower is a party to such transactionmerger or consolidation, such the Borrower shall be the continuing or surviving or continuing entity of such transactionPerson, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (wii) if a Parent is a party to such transaction, either Loan Party other than the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transactionmerger or consolidation, then a Borrower the continuing or surviving Person shall be a Loan Party (or shall be a Person organized under the surviving Laws of the United Sates and shall become a Loan Party hereunder); (f) the Borrower and any Subsidiary may engage in a Permitted Transfer, an Investment permitted by Section 7.03 or continuing entity make a Restricted Payment permitted by Section 7.06 (in each case other than by reference to this Section 7.04 (or any clause hereof)); and (yg) any Subsidiary of the Borrower may be dissolved or liquidated so long as (i) such dissolution or liquidation, as applicable, could not reasonably be expected to have a Material Adverse Effect, and (ii) the residual assets of such Subsidiary shall be transferred to its parent company (provided, that, if a Credit Party (other than a Parent or a Borrower) the transferor thereof is a party to such transactionLoan Party, then a Credit Party the transferee thereof shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14Loan Party).

Fundamental Changes. (a) No Credit Loan Party shallwill, and no Credit Party shall suffer nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any of its Restricted Subsidiaries to, merge, other Person to merge into or consolidate with or intoit (except in connection with a Permitted Acquisition), or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (other than as permitted by Section 6.04), or all or substantially all of the stock of any of its Subsidiaries (other than as permitted by Section 6.04) (in each case, whether now owned or hereafter acquired) to ), or in favor of any Personliquidate, divide or dissolve, except (1) in connection with Permitted Acquisitions that, if at the time thereof and other Investments permitted hereunderimmediately after giving effect thereto no Event of Default shall have occurred and be continuing, (2i) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit is not a Loan Party may merge with or dissolve or liquidate into another Non-Credit Subsidiary that is not a Loan Party or any Credit Party, (5) any Credit into a Loan Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower a Loan Party is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1must be a Loan Party), (2), (4), and (5ii) above, (w) if any Loan Party may merge into any other Loan Party in a Parent transaction in which the surviving entity is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, Loan Party (x) provided that if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or must be a Borrower) and (iii) any Subsidiary that is not a party Loan Party may liquidate, divide or dissolve if the Borrowers determine in good faith that such liquidation, division or dissolution is in the best interests of the Borrowers and is not materially disadvantageous to the Lender; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such transactionmerger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party will, then nor will it permit any Subsidiary to, consummate a Credit Party shall be Division as the surviving or continuing entity. Notwithstanding Dividing Person, without the prior written consent of the Lender; provided, that notwithstanding the foregoing, any Subsidiary that is not a Loan Party may consummate a Division if any the Borrowers determine in good faith that such Division is in the best interests of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14.and is not materially

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, except (1) in connection with Permitted Acquisitions notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and other Investments permitted hereunder7.14, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Borrower may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned its Subsidiaries which are Domestic Subsidiaries, (provided that in any such case the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entitiesPerson), (3b) subject to the proviso in clause (a) above, any Loan Party may merge or consolidate with any other Loan Party, (c) subject to the proviso in clause (a) above, any Domestic Subsidiary may be merged or consolidated with and into another Domestic Subsidiary (provided that if a Loan Party is a party thereto, it shall be the continuing or surviving Person), (d) any Foreign Subsidiary may merge be merged or consolidated with or dissolve into any Loan Party (provided that such Loan Party shall be the continuing or liquidate surviving Person), (e) any Foreign Subsidiary may be merged or consolidated with or into another any other Foreign Subsidiary, (4f) the Borrower or any Non-Credit Party Subsidiary may merge with or dissolve or liquidate into another Non-Credit any Person that is not a Loan Party or any Credit Party, in connection with a Permitted Acquisition (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that in any such case the continuing or surviving Person shall be (i) the Borrower, if any the Borrower is a party to such transaction, such Borrower shall be (ii) subject to the surviving or continuing entity of such transaction, and foregoing clause (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1i), (2)a Loan Party, (4), and (5) above, (w) if a Parent Loan Party is a party to such transaction, either or (iii) otherwise, a wholly-owned Subsidiary of the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the continuing or surviving Person), (g) any Subsidiary may dissolve, liquidate or continuing entity wind up its affairs at any time, so long as such dissolution, liquidation or winding up, as applicable, could not have a Material Adverse Effect (provided that if any such dissolution, liquidation or winding up involves a Loan Party, the remaining assets of such Loan Party shall be transferred to another Loan Party in connection therewith), (h) any Loan Party and (y) if a Credit Party any Subsidiary may make any Permitted Investments (other than a Parent by reference to this Section 8.04 (or a Borrowerany clause hereof)) is a party and (i) any Loan Party and any Subsidiary may make any Disposition permitted under Section 8.05 (other than by reference to such transaction, then a Credit Party shall be the surviving this Section 8.04 (or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14clause hereof)).

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided, except (1) in connection with Permitted Acquisitions that, notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and other Investments permitted hereunder7.14, (2a) any Subsidiary (including, without limitation, the Borrowers Parent or any Guarantor other than Parents) Issuer may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned Subsidiaries which are Domestic SubsidiariesSubsidiary, provided that the Borrowers Parent or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Issuer shall be the continuing or surviving entitiesentity, (3b) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Note Party (other than ParentsParent or Issuer) may merge or consolidate with or dissolve or liquidate into any other Credit Note Party (other than ParentsParent or Issuer); , (c) any Subsidiary that is not a Note Party may be merged or consolidated with or into any Note Party, provided that if any Borrower is a party to such transaction, such Borrower the continuing or surviving Person shall be such Note Party or concurrently therewith becomes a Note Party, (d) any Subsidiary that is not a Note Party may be merged or consolidated with or into any other Subsidiary that is not a Note Party, (e) any Subsidiary may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of its assets and business are transferred to a Note Party or, solely in the surviving case of a Subsidiary that is not a Note Party, another Subsidiary that is not a Note Party prior to or continuing entity of concurrently with such transactiondissolution, liquidation or winding up, and (6f) transactions in connection with any Investment permitted by Sections 5.2 and 5.4; providedunder Section 8.02, furtherParent or any Subsidiary of Parent may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, that so long as (i) the Person surviving such merger with respect to clauses (1)any Subsidiary shall be a direct or indirect Wholly-Owned Subsidiary of Parent, (2)ii) in the case of any such merger to which Parent or the Issuer is a party, (4)Parent or the Issuer, as applicable, is the surviving Person, and (5iii) above, (w) if in the case of any such merger to which a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Note Party (other than a Parent or a Borrowerthe Issuer) is a party to such transactionparty, then a Credit Party shall be the surviving Person is such Note Party or continuing entity. Notwithstanding concurrently therewith becomes a Note Party; provided that in the foregoing, if any case of the foregoing events in clauses (1a) through (6d) results and clause (f) above, no entity organized in any political subdivision of the occurrence United States may merge or consolidate with and into, or be merged or consolidated with or into, an entity organized in a jurisdiction other than another political subdivision of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14United States.

Fundamental Changes. No Credit Party shall, and no Such Credit Party shall not, and shall not suffer or permit any of its Restricted Subsidiaries to, merge, consolidate with consolidate, amalgamate or intosell all or substantially all of the assets of any Credit Party or any of its Restricted Subsidiaries, or conveyliquidate, transferwind up or dissolve itself (or suffer any liquidation or dissolution), lease except if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (a) any Restricted Subsidiary that is not a Credit Party may merge, consolidate, amalgamate or otherwise dispose of (whether in one transaction or in a series of transactions) sell all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor another Restricted Subsidiary that is not a Credit Party; provided that, if either such Restricted Subsidiary is a direct Subsidiary of any Person, except (1) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any a Credit Party, the surviving entity or the transferee entity, as applicable, shall be a direct Subsidiary of a Credit Party; (5b) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided Restricted Subsidiary that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a the Borrower) may merge, consolidate, amalgamate or sell all or substantially all of its assets to another Restricted Subsidiary that is a party to such transaction, then a Credit Party (including the Borrower); provided that the surviving entity or the transferee entity, as applicable, shall be a Credit Party; provided, further, that, in the surviving or continuing entity. Notwithstanding the foregoing, if event that any of the foregoing events involves the Borrower, the surviving entity or the transferee entity, as applicable, shall be the Borrower; (c) the Borrower may merge, consolidate, amalgamate or sell all or substantially all of its assets to a Restricted Subsidiary owned directly by Holdings or the Borrower immediately prior to such transactions; provided that (i) the surviving entity of a merger with the Borrower or the transferee entity that receives all or substantially all of the Borrower’s assets, as applicable (the “Successor Entity”), shall be a corporation or limited liability company organized and existing under the laws of the United States, any State thereof or the District of Columbia and shall expressly assume all of the obligations of the Borrower under the Loan Documents pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent, (ii) immediately after giving effect to such merger, consolidation, amalgamation or sale, as applicable, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (iii) except as the Administrative Agent may otherwise agree, each Guarantor, unless it is the other party to such merger, consolidation, amalgamation or sale, as applicable, shall execute and deliver a reaffirmation agreement with respect to its obligations under the other Loan Documents in form and substance reasonably satisfactory to the Administrative Agent, (iv) the Successor Entity shall provide the documentation and other information to the Administrative Agent as the Administrative Agent and the Lenders reasonably determine are required by bank regulatory 100 authorities under applicable “know-your-customer” and Anti-Money Laundering Laws, including the PATRIOT Act; provided that, the Borrower shall have notified the Administrative Agent in writing at least seven (7) Business Days prior to such merger, consolidation, amalgamation or sale, as applicable, and each Lender shall have been provided with documentation and other information it reasonably determines are required by bank regulatory authorities under applicable “know-your-customer” and Anti-Money Laundering Laws, including the PATRIOT Act, at least five (5) Business Days prior to the consummation of such merger, consolidation, amalgamation or sale, as applicable, as has been reasonably requested in writing at least six (6) Business Days prior to such merger, consolidation, amalgamation or sale, as applicable, and (v) the Successor Entity shall deliver an officer’s certificate to the Administrative Agent to the effect that after giving effect to such merger, consolidation, amalgamation or sale, as applicable, no Default or Event of Default shall have occurred and be continuing or would result therefrom (it being understood and agreed that, if the foregoing conditions under clauses (1i) through (6v) results are satisfied, the Successor Entity will succeed to, and be substituted for, the Borrower under this Agreement and the other Loan Documents); and (d) any of its Restricted Subsidiaries that is not a Credit Party may liquidate, wind up or dissolve so long as the assets of such Restricted Subsidiary are distributed to a Guarantor; provided that, no such action pursuant to clause (a), (b), (c) or (d) above is permitted if such action could reasonably be expected, in the occurrence judgment of Holdings, to (i) have a change described in Section 5.14material adverse effect on the Lenders, then the Borrowers shall provide notice (ii) be disproportionately beneficial to the Agent within holders of the time period specified in Section 5.14Senior Notes or any Material Indebtedness of Holdings or its Restricted Subsidiaries as compared to the Lenders or (iii) be disproportionately adverse to the Lenders as compared to such other holders.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except (1) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2) any Subsidiary Person (including, without limitationin each case, pursuant to a Delaware LLC Division); provided that, notwithstanding the Borrowers foregoing provisions of this Section 7.04 but subject to the terms of Sections 6.13 and 6.14, and so long as no Default exists or any Guarantor other than Parentswould result therefrom, (a) the Borrower may merge or amalgamate with, or dissolve or liquidate intoconsolidate with any of its Subsidiaries provided that, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entitiescorporation, (3b) subject to the proviso in clause (a), any Loan Party may merge or consolidate with any other Loan Party, (c) any Foreign Subsidiary may merge be merged or consolidated with or dissolve into any Loan Party provided that such Loan Party shall be the continuing or liquidate surviving corporation, (d) any Foreign Subsidiary may be merged or consolidated with or into another any other Foreign Subsidiary, (4e) the Borrower or any Non-Credit Party Subsidiary may merge with or dissolve or liquidate into another Non-Credit any Person that is not a Loan Party or any Credit Partyin connection with a Permitted Acquisition provided that, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower is a party to such transactionPermitted Acquisition involves the Borrower, such the Borrower shall be the continuing or surviving or continuing entity of corporation and if such transactionPermitted Acquisition involves any other Loan Party, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Loan Party shall be the continuing or surviving corporation, (f) any Subsidiary may dissolve, liquidate or continuing entity. Notwithstanding the foregoing, wind up its affairs at any time if any of the foregoing events in clauses (1) through (6) results in the occurrence such Subsidiary is inactive or holds assets of a change described in de minimis value, (g) any Loan Party and any Subsidiary may make any Permitted Investments and (h) any Loan Party and any Subsidiary may make any Disposition permitted under Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.147.05.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate consolidate, amalgamate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except (1) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2) any Subsidiary Person (including, without limitationin each case, pursuant to a Division); provided that, subject to Section 7.12 and provided that, after giving effect to any such transaction, no Default or Event of Default shall exist, (a) the Borrowers or any Guarantor other than Parents) Company may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned its Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Company shall be the continuing or surviving entitiescorporation, (3b) (i) any Subsidiary of the Company may merge or consolidate with any other Subsidiary of the Company provided that if a Loan Party is a party thereto, a Loan Party shall be the continuing or surviving corporation, and (ii) any Subsidiary of the Company may dispose of all or substantially all of its assets to any other Subsidiary of the Company provided that if a Loan Party is the transferor in such transaction a Loan Party shall be the transferee, (c) any Loan Party other than the Company may merge or consolidate with any other Loan Party other than the Company, (d) any Foreign Subsidiary may merge be merged or consolidated or amalgamated with or dissolve into any Loan Party provided that such Loan Party shall be the continuing or liquidate into another Foreign Subsidiarysurviving corporation, (4e) any Non-Credit Party Foreign Subsidiary may merge be merged, consolidated or amalgamated with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party Foreign Subsidiary (other than Parents); provided that provided, that, (i) if any a Designated Borrower is a party to any such transactionmerger or consolidation, such a Designated Borrower shall be the continuing or surviving or continuing entity of such transactioncorporation, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (wii) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Designated Borrower is a party to any such transactionamalgamation, then a Borrower (A) prior to the consummation of such amalgamation, the Administrative Agent and each Lender shall be have (I) received all documentation and other information that it has reasonably requested in writing that it has reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the surviving or continuing entity Act and the Beneficial Ownership Regulation, and (yII) if approved such amalgamation (which approval shall not be unreasonably delayed or denied or require the payment of a Credit Party fee or other consideration), and (other than a Parent or a BorrowerB) is a party to promptly upon the consummation of such transactionamalgamation, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoingand in any event, if any of the foregoing events in clauses within one (1) through Business Day of the consummation thereof (6or such later date as may be agreed by the Administrative Agent in its sole discretion), the Company and the amalgamated company shall have delivered (I) results an acknowledgment and confirmation from the amalgamated company with respect to the assumption and ratification of all rights, obligations, duties and liabilities of such Designated Borrower under this Agreement and the other Loan Documents immediately prior to the consummation of such amalgamation and (II) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be reasonably required by the Administrative Agent or the Required Lenders with respect to the amalgamated company), (f) (i) any Subsidiary that is a Loan Party may wind up, liquidate or dissolve itself so long as it transfers all or substantially all of its assets to a Loan Party prior to such wind up, liquidation or dissolution and (ii) any Subsidiary that is not a Loan Party may wind up, liquidate or dissolve itself so long as it transfers all or substantially all of its assets to a Loan Party or a Subsidiary of a Loan Party prior to such wind up, liquidation or dissolution, and (g) any Subsidiary of the Company that is not a Loan Party may merge or amalgamate with any Person so long as, in the occurrence case of a change described in Section 5.14merger, then the Borrowers shall provide notice to entity surviving such merger is a wholly-owned Subsidiary of the Agent within the time period specified in Section 5.14Company.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, except (1) in connection with Permitted Acquisitions notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and other Investments permitted hereunder7.14, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Borrower may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned Subsidiaries which are Domestic its Subsidiaries, (provided that in any such case the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entitiescorporationPerson), (3b) subject to the proviso in clause (a) above, any Loan Party may merge or consolidate with any other Loan Party, (c) subject to the proviso in clause (a) above, any Domestic Subsidiary may be merged or consolidated with and into another Domestic Subsidiary, (provided that if a 119 Loan Party is a party thereto, it shall be the continuing or surviving entityPerson), (d) any Foreign Subsidiary may merge be merged or consolidated with or dissolve into any Loan Party (provided that such Loan Party shall be the continuing or liquidate surviving corporationPerson), (e) any Foreign Subsidiary may be merged or consolidated with or into another any other Foreign Subsidiary, (4f) the Borrower or any Non-Credit Party Subsidiary may merge with or dissolve or liquidate into another Non-Credit any Person that is not a Loan Party or any Credit Partyin connection with a Permitted Acquisition, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that in any such case the continuing or surviving entityPerson shall be the Borrower, if any itthe Borrower is a party to such transaction, such or, otherwise, a wholly-owned Subsidiary of the Borrower shall be the continuing or surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1Person), (2)g) any Subsidiary may dissolve, liquidate or wind up its affairs at any time provided that, so long as such dissolution, liquidation or winding up, as applicable, could not have a Material Adverse Effect, (4), h) any Loan Party and any Subsidiary may make any Permitted Investments and (5i) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity any Loan Party and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Subsidiary may make any Disposition permitted under Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.148.05.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose (except to the extent expressly permitted by Section 8.05) Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets and Properties (whether now owned or hereafter acquired) to or in favor of any Person; provided, except that, notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 (1) in connection with Permitted Acquisitions Additional Subsidiaries and other Investments permitted hereunderGuarantees), (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Borrower may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned Subsidiaries which are Domestic SubsidiariesSubsidiary, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entitiescorporation of such merger or consolidation, (3b) any Foreign Subsidiary may merge or consolidate with any other Subsidiary, provided that (i) if a Guarantor is a party thereto, then a Guarantor shall be the continuing or surviving corporation of such merger or consolidation and (ii) if a Guarantor is not a party thereto and a Domestic Subsidiary is a party thereto, then a Domestic Subsidiary shall be the continuing or surviving corporation of such merger or consolidation, (c) any Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiaryany Person that is not a Loan Party in connection with a Disposition permitted under Section 8.05 (Dispositions), (4d) the Borrower or any Non-Credit Party Subsidiary may merge with or dissolve or liquidate into another Non-Credit any Person that is not a Loan Party or any Credit Partyin connection with a Permitted Acquisition provided that, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower is a party to such transactiontransaction involves the Borrower, such the Borrower shall be the continuing or surviving or continuing entity corporation of such transactionmerger, and (6e) transactions permitted by Sections 5.2 and 5.4; providedany Wholly Owned Subsidiary may dissolve, furtherliquidate or wind up its affairs at any time provided that such dissolution, that with respect to clauses (1)liquidation or winding up, (2)as the case may be, (4), and (5) above, (w) if could not have a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14Material Adverse Effect.

Fundamental Changes. No Credit Party shall, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries toExcept in connection with an Excluded Disposition, merge, dissolve, liquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, except (1) in connection with Permitted Acquisitions notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and other Investments permitted hereunder7.13, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Borrower may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned its Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entitiesPerson, (3b) any Foreign Loan Party other than the Borrower may merge or consolidate with any other Loan Party or the Borrower, (c) any Consolidated Party which is not a Loan Party may be merged or consolidated with or into any Loan Party provided that the continuing or surviving Person shall be a Loan Party, (d) any Consolidated Party which is not a Loan Party may be merged or consolidated with or into any other Consolidated Party which is not a Loan Party, (e) any Subsidiary of the Borrower may merge with or dissolve or liquidate into another Foreign Subsidiaryany Person that is not a Loan Party in connection with a Disposition permitted under Section 8.05, (4f) the Borrower or any Non-Credit Party Subsidiary of the Borrower may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party Person (other than Parentsa Consolidated Party with which it could not merge under any of clauses (a) through (e)) in connection with a Permitted Acquisition provided that, if such transaction involves the Borrower, the Borrower shall be the continuing or surviving corporation, (g) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and (h) Cincinnati Xxxx Entertainment, Inc. (f/k/a XxxxXxxx.xxx Inc.) may merge with CBT or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entityCBT Subsidiary. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14.101

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries toamalgamate, mergedissolve, liquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) any Restricted Subsidiary may merge or amalgamate with (i) the Borrower (provided that the resulting entity shall succeed as a matter of law to all of the Obligations of the Borrower) or (ii) any one or more other Restricted Subsidiaries (provided that when any Restricted Subsidiary that is a Loan Party is merging or amalgamating with another Restricted Subsidiary, a Loan Party shall be a continuing or surviving Person, as applicable, or the resulting entity shall succeed as a matter of law to all of the Obligations of such Loan Party); (b) (i) any Restricted Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Restricted Subsidiary that is not a Loan Party, (ii) (A) any Restricted Subsidiary may liquidate, dissolve or wind up, or (B) any Restricted Subsidiary may change its legal form, in each case, if the Borrower determines in good faith that such action is in the best interests of the Borrower and its Subsidiaries and is not materially disadvantageous to the Lenders and (iii) the Borrower may change its legal form if it determines in good faith that such action is in the best interests of the Borrower and its Subsidiaries, and the Administrative Agent reasonably determines it is not disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another Restricted Subsidiary or to the Borrower; provided that if the transferor in such a transaction is a Loan Party, then either (i) the transferee must be a Loan Party or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary that is not a Loan Party in accordance with Section 7.02 and Section 7.03, respectively; (d) so long as no Event of Default exists or would result therefrom, the Borrower may merge or amalgamate with any other Person (1) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2) any Subsidiary (including, without limitation, a transaction in which the Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be Borrower is the continuing or surviving entities, entity of such transaction or (32) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (in a transaction in which such other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower Person is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transactiontransaction (such person, and (6) transactions permitted by Sections 5.2 and 5.4the “Successor Borrower”); providedprovided that, further, that with respect to clauses (1), in the case of this clause (2), (4), i) such Successor Borrower is organized under the laws of the United States; (ii) such Successor Borrower shall assume the Obligations of the Borrower under the Loan Documents; (iii) each Guarantor shall have confirmed that its Guaranty shall apply to the Successor Borrower’s obligations under the Loan Documents; (iv) each Guarantor shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under the Loan Documents; (5) above, (wv) if requested by the Administrative Agent, each mortgagor of a Parent is a party Mortgaged Property shall have by an amendment to such transaction, either or restatement of the Charah Parent applicable Mortgage (or other instrument reasonably satisfactory to the Allied Parent Administrative Agent) confirmed that its obligations thereunder shall be apply to the surviving or continuing entity, Successor Borrower’s obligations under the Loan Documents; (xvi) if a Borrower is a party to such transaction, then a the Borrower shall be have delivered information reasonably requested in writing by the surviving Administrative Agent (or continuing entity any Lender through the Administrative Agent) reasonably required by regulatory authorities under “know your customer” and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transactionanti-money laundering rules and regulations, then a Credit Party shall be including without limitation the surviving or continuing entity. Notwithstanding the foregoing, if any USA Patriot Act of the foregoing events in clauses (1) through (6) results in type delivered on the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14.Closing Date -117-

Fundamental Changes. No Credit Party shall(a) Neither Holdings nor any Borrower will, and no Credit Party shall suffer nor will they permit any Subsidiary to, merge into or consolidate with any other Person, or permit any of its Restricted Subsidiaries to, merge, other Person to merge into or consolidate with or intoit, or conveyliquidate or dissolve, transferexcept that, lease if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Person may merge into or otherwise dispose of (whether in one transaction or consolidate with a Borrower in a series transaction in which such Borrower is the surviving entity or the surviving entity (the “Successor Borrower”) (A) is organized under the laws of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except (1) in connection with Permitted Acquisitions and other Investments permitted hereunderthe United States, (2B) any Subsidiary (including, without limitation, expressly assumes such Borrower’s obligations under this Agreement and the Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries Loan Documents to which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Subsidiary Loan Party, unless it is the other party to such transactionmerger or consolidation, shall have by a supplement to the Collateral Agreement confirmed that its Guarantee shall apply to the Successor Borrower’s obligations under this Agreement, (D) each Subsidiary Loan Party, unless it is the other party to such Borrower merger or consolidation, shall be have by a supplement to the surviving Collateral Agreement confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or continuing entity consolidation, shall have by an amendment to or restatement of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement; provided, further, that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, such Borrower under this Agreement; provided, further, that if such merger, amalgamation or consolidation involves a Borrower, no assets of such other entity party to such transaction (if not another Borrower) shall be includable in the Borrowing Base unless the Administrative Agent has completed and is satisfied with respect to clauses (1)a Collateral review of such assets, (2)ii) any Person (other than a Borrower) may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party, (4)iii) any Subsidiary may merge into or consolidate with any Person (other than a Borrower) in a transaction permitted under Section 9.05 in which, and (5) above, (w) if a Parent is a party after giving effect to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entityentity is not a Subsidiary, (xiv) any Subsidiary 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 Lenders; provided that any such merger or consolidation involving a Person that is not a wholly owned Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 9.04; and (v) Holdings, a Borrower or any Subsidiary may engage in a merger, consolidation, dissolution or liquidation, the purpose of which is to effect a party disposition permitted pursuant to Section 9.05. If any merger, consolidation, liquidation or dissolution permitted hereby would give rise to any mandatory prepayment hereunder (including pursuant to Section 5.02(b) hereunder) taking into account any reduction in the Borrowing Base resulting from such transactionmerger, then a Borrower consolidation, liquidation or dissolution, provision for prompt payment thereof shall be have been provided for to the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any reasonable satisfaction of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14Administrative Agent.

Fundamental Changes. No Credit Party shall, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries toExcept in connection with an Excluded Disposition, merge, dissolve, liquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, except (1) in connection with Permitted Acquisitions notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and other Investments permitted hereunder7.13, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Borrower may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned its Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entitiescorporation, (3b) any Foreign Loan Party other than the Borrower may merge or consolidate with any other Loan Party other than the Borrower, (c) any Consolidated Party which is not a Loan Party may be merged or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Loan Party may be merged or consolidated with or into any other Consolidated Party which is not a Loan Party, (e) any Subsidiary of the Borrower may merge with or dissolve or liquidate into another Foreign Subsidiaryany Person that is not a Loan Party in connection with a Disposition permitted under Section 8.05, (4f) the Borrower or any Non-Credit Party Subsidiary of the Borrower may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (Person other than Parents) may merge a Consolidated Party in connection with or dissolve or liquidate into any other Credit Party (other than Parents); a Permitted Acquisition provided that that, if any Borrower is a party to such transactiontransaction involves the Borrower, such the Borrower shall be the continuing or surviving or continuing entity of such transaction, corporation and (6g) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either any Wholly Owned Subsidiary of the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than Hat World Corporation may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14Material Adverse Effect.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, except (1) in connection with Permitted Acquisitions notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and other Investments permitted hereunder7.14, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Borrower may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned its Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entitiescorporation, (3b) any Foreign Subsidiary Loan Party other than the Borrower may merge or consolidate with any other Loan Party other than the Borrower, (c) any Material Subsidiary that is not a Loan Party may be merged or consolidated with or dissolve into any Loan Party provided that such Loan Party shall be the continuing or liquidate into another Foreign Subsidiarysurviving corporation, and (4d) any Non-Credit Material Subsidiary that is not a Loan Party may merge be merged or consolidated with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents)Subsidiary that is not a Loan Party; provided that (i) the surviving entity shall be deemed a Material Subsidiary upon the consummation of such merger or consolidation, (ii) if any Borrower one Subsidiary to such merger or consolidation is a wholly owned Subsidiary, the wholly owned Subsidiary shall be the continuing or surviving entity, and (iii) if Syntel India is a party to such transactionmerger or consolidation, such Borrower Syntel India shall be the surviving company, (e) any Material Subsidiary may Dispose of any or continuing entity all of such transaction, and (6) transactions its assets pursuant to a Disposition permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party Section 8.05 (other than a Parent Section 8.05(b)) and (f) any Subsidiary may be dissolved or a Borrower) is a party to liquidated so long as any Dispositions in connection with any such transaction, then a Credit Party shall be the surviving liquidation or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in dissolution are permitted under this Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.148.04.

Fundamental Changes. No Credit Party shallThe Issuer Parties shall not, and no Credit Party nor shall suffer or they permit any of its Restricted their Subsidiaries to, merge, dissolve, liquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (1) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2i) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or with (i) any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, Note Obligor; provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Note Obligor shall be the continuing or surviving entitiesPerson, or (3ii) any Foreign Subsidiary may merge with one or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party more other Subsidiaries (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parentsa Note Obligor); , provided that if when any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Issuer Party (other than a Parent Note Obligor) is merging with another Subsidiary, such Issuer Party or a Borrower) is a party to Person that becomes an Issuer Party substantially concurrently with such transaction, then a Credit Party merger shall be the continuing or surviving Person; (ii) any Issuer Party (other than a Note Obligor) may Dispose of all or continuing entity. Notwithstanding substantially all of its assets (upon voluntary liquidation or otherwise) to a Note Obligor or to another Issuer Party; (iii) any Subsidiary that is not an Issuer Party may dispose of all or substantially all its assets (including any Disposition that is in the foregoingnature of a liquidation or dissolution) to (i) another Subsidiary that is not an Issuer Party or (ii) to an Issuer Party; (iv) so long as no Default has occurred and is continuing, if any Subsidiary of the foregoing events in clauses Parent may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (1i) through the Person surviving such merger or consolidation shall be a wholly-owned (6other than director’s qualifying shares or shares required by applicable law to be held by a third party) results Subsidiary of the Parent, (ii) in the occurrence case of any such merger or consolidation to which a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14.34 Doc#: US1:18443691v1

Fundamental Changes. No Credit Party shallThe Parent and the Borrower will not, and no Credit will not permit any other Loan Party shall suffer to, merge into or consolidate with any other Person, or permit any of its Restricted Subsidiaries to, merge, other Person to merge into or consolidate with or intoit, or convey, transfer, lease liquidate or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Persondissolve, except (1) in connection with Permitted Acquisitions that, if at the time thereof and other Investments permitted hereunderimmediately after giving effect thereto no Default shall have occurred and be continuing, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3) any Foreign Subsidiary Person may merge with or dissolve into the Parent, the Borrower or liquidate into another Foreign Subsidiaryany other Loan Party in a transaction in which the Parent, the Borrower or such Loan Party, as the case may be, is the surviving entity, provided that (4i) any Non-Credit Party may the Parent and the Borrower will not merge with or dissolve into each other and (ii) if the Parent or liquidate the Borrower merges with or into another Non-Credit Party or any Credit other Loan Party, the Parent or the Borrower, as the case may be, must be the surviving entity, (5b) any Credit Party Person (other than Parentsthe Parent or the Borrower) may merge with or dissolve or liquidate into any other Credit a Loan Party (other than Parentsthe Parent or the Borrower) in a transaction in which the surviving entity is not a Subsidiary, and (c) any Person may merge with or into the Parent, the Borrower or any other Loan Party in a transaction in which the Parent, the Borrower or such Loan Party, as the case may be, is not the surviving entity, provided, that (i) the Person formed by or surviving any such merger or consolidation shall be a corporation organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof or, in the case of a merger or consolidation involving the Parent, the laws of the jurisdiction in which the Parent is organized (such Person being herein referred to as the "Successor Entity"); provided that if any , (ii) the Successor Entity shall expressly assume all the obligations of the Parent, the Borrower or the applicable Loan Party, as the case may be, under the Loan Documents to which the Parent, the Borrower or such Loan Party, as applicable, is a party, pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (iii) if such merger or consolidation involves the Borrower, then each Guarantor, unless it is the other party to such transactionmerger or consolidation, such Borrower shall be have by a supplement to the surviving or continuing entity Guarantee Agreement confirmed that its Guarantee shall apply at all to the Successor Entity's obligations under this Agreement, (iv) if requested by the Administrative Agent, the Administrative Agent shall have received an opinion of such transactioncounsel reasonably satisfactory to the Administrative Agent to the effect that the applicable Loan Documents are legal, valid, binding and enforceable obligations of the Successor Entity and (6v) transactions permitted by Sections 5.2 and 5.4; provided, further, that this clause (c) shall not be construed to permit the Borrower to merge with respect to clauses or into the Parent. In the case of any such merger of the Parent or the Borrower in accordance with clause (1), (2), (4), and (5c) above, (w) if a Parent is a party the Successor Entity shall be deemed to such transaction, either be the Charah Parent or the Allied Borrower, as applicable, for all purposes of the Loan Documents. The Parent shall be will not engage, and will not permit the surviving or continuing entityBorrower to engage, in any transaction that would reduce the percentage of Equity Interests owned by the Parent in the Borrower, except for (x) if a sales, transfers and other disposals of such Equity Interests to directors, officers or employees of the Borrower is a party pursuant to such transactionany employee stock ownership plan or similar plan for the benefit of directors, then a officers or employees of the Borrower shall be the surviving or continuing entity and (y) if the issuance of such Equity Interests as consideration for any acquisition from a Credit Party third party; provided, that following any such issuance of Equity Interests to a third party, the majority of the seats (other than a vacant seats) on the board of directors of the Borrower shall be occupied by Persons nominated by the board of directors of the Borrower or the Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14appointed by directors so nominated.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided, except (1) in connection with Permitted Acquisitions that, notwithstanding the foregoing provisions of this Section 8.04, but subject to the terms of Sections 7.14 and other Investments permitted hereunder8.05, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Borrower may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned Subsidiaries which are Domestic its Subsidiaries; provided, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entitiescorporation, (3b) any Foreign Subsidiary Loan Party other than the Borrower or the Parent may merge or consolidate with any other Loan Party or the Borrower or the Parent, as applicable, (c) any Consolidated Party which is not a Loan Party may be merged or consolidated with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Loan Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Loan Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Loan Party may be merged or continuing entityconsolidated with or into any other Consolidated Party which is not a Loan Party, including any merger of such non Loan Party into an acquisition target, (e) any Subsidiary of the Parent may merge with any Person that is not a Loan Party in connection with a Disposition, and (f) any Wholly Owned Subsidiary of the Parent that is not a Loan Party may Dispose of all or substantially all of its assets (whether now owned or hereafter acquired), dissolve, liquidate or wind up its affairs at any time provided that such Disposition, dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything contained or implied herein to the contrary, this provision shall not, in any case, be construed to limit (y) the transfer, sale or other disposition by a non-Loan Party Subsidiary of the Parent of any of its assets (whether a portion of or all or substantially all of its assets) to the Parent or any other Subsidiary of the Parent or (z) the transfer, sale or other disposition by a Loan Party Subsidiary of the Parent of any of its assets (whether a portion of or all or substantially all of its assets) to any other Loan Party. Notwithstanding the foregoing, if any no merger, dissolution, liquidation, or consolidation shall be permitted if, as a result of such transaction, the foregoing events Core Hotel Property of each Pledged Property is no longer owned or leased pursuant to Qualified Ground Leases in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice its entirety by an Unencumbered Property Owner whose Capital Stock is pledged pursuant to the Agent within the time period specified Pledge Agreement in accordance with Section 5.147.14.

Fundamental Changes. No Credit Party shall(a) The Borrower will not, and no Credit Party shall suffer nor will the Borrower permit any Restricted Subsidiary to, merge into or consolidate or amalgamate with any other Person, or permit any of its Restricted Subsidiaries to, merge, other Person to merge into or consolidate or amalgamate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Personit, except that so long as no Event of Default would result therefrom: (1) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2i) any Domestic Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parentsthe Borrower) may merge into or consolidate or amalgamate withwith the Borrower as long as the 157 Borrower is the surviving entity or such surviving Person shall assume the obligations of the Borrower hereunder (and if such Domestic Subsidiary is an Unrestricted Subsidiary, any Indebtedness of or dissolve Lien granted on the assets of such Domestic Subsidiary is permitted by Section 6.01 or liquidate intoSection 6.02), (ii) any Domestic Subsidiary may merge into or consolidate or amalgamate with any Subsidiary Loan Party (as long as (A) such Subsidiary Loan Party is the Borrowers surviving entity, (B) such surviving entity becomes a Subsidiary Loan Party substantially concurrently with the consummation of such transaction and complies with Section 5.10 and Section 5.11 or (C) the disposition of such Subsidiary Loan Party would otherwise be permitted under Section 6.05 (other than Section 6.05(k)) or such Loan Party would otherwise be permitted to be to redesignated as an Excluded Subsidiary immediately prior to such transaction (and shall be deemed to be so disposed or redesignated), (iii) any Restricted Subsidiary that is not a Loan Party may merge into or consolidate or amalgamate with (A) any other Restricted Subsidiary that is not a Loan Party or (B) any Loan Party, (iv) the Borrower or any of their Wholly-Owned Subsidiaries which are Domestic SubsidiariesRestricted Subsidiary may consummate any Investment permitted by Section 6.04 (other than Section 6.04(aa)) (whether through a merger, consolidation, amalgamation or otherwise), provided that (A) the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries surviving entity shall be subject to the continuing or surviving entitiesrequirements of Section 5.10 and Section 5.11 (to the extent applicable) and (B), (3) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any the Borrower is a party to such transaction, such the Borrower shall be the surviving entity or continuing such surviving Person shall assume the obligations of the Borrower hereunder, (v) any Restricted Subsidiary (other than the Borrower) may consummate any sale, transfer or other disposition permitted pursuant to Section 6.05 (other than Section 6.05(k)) (whether through a merger, consolidation, amalgamation or otherwise), provided that the surviving entity shall be subject to the requirements of such transaction, Section 5.10 and Section 5.11 (to the extent applicable) and (6vi) transactions permitted the Borrower and the Restricted Subsidiaries may effect a Permitted Tax Restructuring. In each of the preceding clauses (i), (ii) or (v) of this Section 6.03(a), in the case of any merger, consolidation or amalgamation involving the Borrower, if the Person surviving such merger, consolidation or amalgamation is not the Borrower (any such Person, the “Successor Company”), the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all of the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party, (C) each Subsidiary Loan Party, unless it is the other party to such merger, consolidation or amalgamation, shall have confirmed that its Guarantee shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Subsidiary Loan Party, unless it is the other party to such merger, consolidation or amalgamation, shall have by Sections 5.2 a supplement to applicable Security Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (C) and 5.4(F) the Successor Company shall have delivered to the Administrative Agents an officer’s certificate stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents; provided, furtherthat if the foregoing are satisfied, that with respect to clauses (1), (2), (4)the Successor Company will succeed to, and (5) abovebe substituted for, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14under this Agreement.

Fundamental Changes. No Credit Party shallThe Parent and the Borrower will not, and no Credit will not permit any other Loan Party shall suffer to, merge into or consolidate with any other Person, or permit any of its Restricted Subsidiaries to, merge, other Person to merge into or consolidate with or intoit, or convey, transfer, lease liquidate or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Persondissolve, except (1) in connection with Permitted Acquisitions that, if at the time thereof and other Investments permitted hereunderimmediately after giving effect thereto no Default shall have occurred and be continuing, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3) any Foreign Subsidiary Person may merge with or dissolve into the Parent, the Borrower or liquidate into another Foreign Subsidiaryany other Loan Party in a transaction in which the Parent, the Borrower or such Loan Party, as the case may be, is the surviving entity, provided that (4i) any Non-Credit Party may the Parent and the Borrower will not merge with or dissolve into each other and (ii) if the Parent or liquidate the Borrower merges with or into another Non-Credit Party or any Credit other Loan Party, the Parent or the Borrower, as the case may be, must be the surviving entity, (5b) any Credit Party Person (other than Parentsthe Parent or the Borrower) may merge with or dissolve or liquidate into any other Credit a Loan Party (other than Parentsthe Parent or the Borrower) in a transaction in which the surviving entity is not a Subsidiary, and (c) any Person may merge with or into the Parent, the Borrower or any other Loan Party in a transaction in which the Parent, the Borrower or such Loan Party, as the case may be, is not the surviving entity, provided, that (i) the Person formed by or surviving any such merger or consolidation shall be a corporation organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof or, in the case of a merger or consolidation involving the Parent, the laws of the jurisdiction in which the Parent is organized (such Person being herein referred to as the “Successor Entity”); provided that if any , (ii) the Successor Entity shall expressly assume all the obligations of the Parent, the Borrower or the applicable Loan Party, as the case may be, under the Loan Documents to which the Parent, the Borrower or such Loan Party, as applicable, is a party, pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (iii) if such merger or consolidation involves the Borrower, then each Guarantor, unless it is the other party to such transactionmerger or consolidation, such Borrower shall be have by a supplement to the surviving or continuing entity Guarantee Agreement confirmed that its Guarantee shall apply at all to the Successor Entity’s obligations under this Agreement, (iv) if requested by the Administrative Agent, the Administrative Agent shall have received an opinion of such transactioncounsel reasonably satisfactory to the Administrative Agent to the effect that the applicable Loan Documents are legal, valid, binding and enforceable obligations of the Successor Entity and (6v) transactions permitted by Sections 5.2 and 5.4; provided, further, that this clause (c) shall not be construed to permit the Borrower to merge with respect to clauses or into the Parent. In the case of any such merger of the Parent or the Borrower in accordance with clause (1), (2), (4), and (5c) above, (w) if a Parent is a party the Successor Entity shall be deemed to such transaction, either be the Charah Parent or the Allied Borrower, as applicable, for all purposes of the Loan Documents. The Parent shall be will not engage, and will not permit the surviving or continuing entityBorrower to engage, in any transaction that would reduce the percentage of Equity Interests owned by the Parent in the Borrower, except for (x) if a sales, transfers and other disposals of such Equity Interests to directors, officers or employees of the Borrower is a party pursuant to such transactionany employee stock ownership plan or similar plan for the benefit of directors, then a officers or employees of the Borrower shall be the surviving or continuing entity and (y) if the issuance of such Equity Interests as consideration for any acquisition from a Credit Party third party; provided, that following any such issuance of Equity Interests to a third party, the majority of the seats (other than a vacant seats) on the board of directors of the Borrower shall be occupied by Persons nominated by the board of directors of the Borrower or the Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14appointed by directors so nominated.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, consummate any division, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided, except (1) in connection with Permitted Acquisitions that, notwithstanding the foregoing provisions of this Section 7.04 but subject to the terms of Sections 6.13 and other Investments permitted hereunder6.14, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Borrower may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned its Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entitiescorporation, (3b) any Foreign Subsidiary Loan Party other than the Borrower may merge or consolidate with any other Loan Party other than the Borrower, (c) any Restricted Subsidiary that is not a Loan Party may be merged or consolidated with or dissolve into any Loan Party provided that such Loan Party shall be the continuing or liquidate into another Foreign Subsidiarysurviving corporation, (4d) any Non-Credit Restricted Subsidiary that is not a Loan Party may merge be merged or consolidated with or dissolve or liquidate into another Non-Credit Party or any Credit other Restricted Subsidiary that is not a Loan Party, (5e) the Borrower and any Credit Party Restricted Subsidiary may engage in a Permitted Transfer, an Investment permitted by Section 7.03 or a Restricted Payment permitted by Section 7.06 (in each case other than Parents) may merge with by reference to this Section 7.04 (or dissolve or liquidate into any other Credit Party (other than Parentsclause hereof); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5f) aboveany Subsidiary of the Borrower may be dissolved or liquidated so long as (i) such dissolution or liquidation, as applicable, would not reasonably be expected to have a Material Adverse Effect and (wii) the residual assets of such Subsidiary shall be transferred to its parent company (provided, that, if a Parent the transferor thereof is a party to such transactionLoan Party, either the Charah Parent or the Allied Parent transferee thereof shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14Loan Party).

Fundamental Changes. No Credit Party shallMerge into, and no Credit Party shall suffer divide, consolidate or amalgamate with, any other Person, or permit any of its Restricted Subsidiaries to, merge, other Person to merge into or consolidate with or intoit, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its property, assets or business (whether now owned or hereafter acquired) to except if at the time thereof and immediately after giving effect thereto no Event of Default has occurred and is continuing or in favor would result therefrom: (a) the merger, consolidation or amalgamation of any PersonRestricted Subsidiary into (or with) the Borrower in a transaction in which the Borrower is the survivor; (b) the merger, except consolidation or amalgamation of any Restricted Subsidiary into or with any other Loan Party in a transaction in which the surviving or resulting entity is a Loan Party; and, in the case of each of the foregoing clauses (1a) in connection and (b), no Person other than the Borrower or another Loan Party receives any consideration; (c) (i) the merger, consolidation or amalgamation of any Restricted Subsidiary that is not a Loan Party into or with Permitted Acquisitions and any other Investments permitted hereunderRestricted Subsidiary that is not a Loan Party or (ii) the disposition from any Restricted Subsidiary that is not a Loan Party of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Restricted Subsidiary that is not a Loan Party; (2d) any Subsidiary (including, without limitation, transfer of inventory among the Borrowers Borrower and its Restricted Subsidiaries or between Restricted Subsidiaries and any Guarantor other than Parents) may merge transfer of property or amalgamate with, assets among the Borrower and its Restricted Subsidiaries or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic between Restricted Subsidiaries, provided in each case, in the ordinary course of business; (e) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary of the Borrower if a Responsible Officer of the Borrower determines in good faith that such liquidation, dissolution or change in form is in the Borrowers best interests of the Borrower and is not materially disadvantageous to the Lenders; or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be (f) the merger, consolidation or amalgamation of any Restricted Subsidiary with or into any other Person in order to effect a Permitted Investment so long as the continuing or surviving entitiesPerson will be a Loan Party if the merging, consolidating or amalgamating Subsidiary was a Loan Party and which, together with each of its Subsidiaries (3) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1are not Excluded Subsidiaries), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either shall have complied with the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any requirements of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14.6.12; 7.05

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergedivide, consolidate liquidate, consolidate, with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except or consummate a Change of Control (1other than the Combination) in connection with Permitted Acquisitions or Qualified Public Company Event (other than the Combination); provided, that, notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and other Investments permitted hereunder7.14, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Issuer may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned Subsidiaries which are Domestic its direct Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Issuer shall be the continuing or surviving entitiesentity, (3b) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Note Party (other than Parentsthe Issuer) may merge or consolidate with any other Note Party that is its direct Subsidiary,or any other Person who becomes a Note Party as a result of such merger or consolidation (c) any Subsidiary that is not a Note Party may be merged or consolidated with or dissolve into any Note Party that is its direct parent company, provided that such Note Party shall be the continuing or liquidate surviving entity, (d) any Subsidiary that is not a Note Party may be merged or consolidated with or into any other Credit direct Subsidiary of it that is not a Note Party andor any other Person in order to effect an Investment permitted pursuant to Section 8.02, (e) any Subsidiary that is not a Note Party may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of its assets and business are transferred to a Note Party prior to or concurrently with such dissolution, liquidation or winding up and (f) so long as no Default or Event of Default exists or would result therefrom, after the Combination Closing Date, any Note Party (other than Parents); provided that if any Borrower the Acquiror or the Issuer) or Subsidiary (other than the Issuer) may effect a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a party Disposition permitted pursuant to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4Section 8.05; provided, furtherthat, that with respect to clauses in the case of (1), a) through (2), (4), and (5d) above, the merging parties are organized in the same jurisdiction (w) if a Parent is a party to such transactionit being understood that for this purpose, either States of the Charah Parent or the Allied Parent United States shall be the surviving or continuing entity, (x) if a Borrower is a party deemed to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14same jurisdiction as each other).

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate or amalgamate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, except (1) in connection with Permitted Acquisitions notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and other Investments permitted hereunder7.14, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Company may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned Subsidiaries which are Domestic its Subsidiaries, ; provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Company shall be the continuing or surviving entitiesPerson, (3b) any Domestic Loan Party other than the Company may merge or consolidate with any other Domestic Loan Party other than the Company, (c) any Foreign Subsidiary which is not a corporation incorporated under the Laws of Canada or a province or territory thereof may merge be merged or consolidated with or dissolve into any Loan Party provided that such Loan Party shall be the continuing or liquidate into another Foreign Subsidiarysurviving Person, (4d) any Non-Credit Party Foreign Subsidiary which is not a corporation incorporated under the Laws of Canada or a province or territory thereof may merge be merged or consolidated with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents)Foreign Subsidiary; provided that if any Borrower such Person is a party to such transactionDesignated Borrower, such a Designated Borrower shall be the continuing or surviving Person, (e) any Subsidiary of the Company may merge with any Person that is not a Loan Party in connection with a Disposition permitted under Section 8.05 or a Permitted Acquisition; provided that, if such transaction involves any Designated Borrower, such Designated Borrower, as applicable, shall be the continuing entity or surviving Person, (f) any Wholly Owned Subsidiary of the Company (other than any Designated Borrower) may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect, (g) any Foreign Subsidiary (except a Designated Borrower) which is a corporation incorporated under the Laws of Canada or a province or territory thereof may amalgamate with another Loan Party; provided that the corporation resulting from such amalgamation assumes by operation of law all obligations of such transactionLoan Party and provides confirmation of such assumption of obligations as is reasonably required by the Administrative Agent, and (6h) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent any Foreign Subsidiary which is a party to corporation incorporated under the Laws of Canada or a province or territory thereof may amalgamate with another Foreign Subsidiary; provided that if any such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower Person is a party to Designated Borrower, the corporation resulting from such transaction, then a amalgamation assumes by operation of law all obligations of such Designated Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to provides confirmation of such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice assumption to the Agent within obligations as is reasonably required by the time period specified in Section 5.14Administrative Agent.

Fundamental Changes. No Credit Party shall, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries toOther than in connection with the Subject Transactions, merge, dissolve, liquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (or permit any Consolidated Party to do so); provided that, except (1) in connection with Permitted Acquisitions notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.13 and other Investments permitted hereunder7.14, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Borrower may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned its Subsidiaries which are Domestic Subsidiaries, provided that (i) the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entitiescorporation and (ii) if the Borrower becomes a Borrowing Base Entity as a result of such merger or consolidation, the Borrower shall also meet and comply with, at the time of such merger or consolidation, all of the terms, conditions and covenants relating to Borrowing Base Entities and set forth herein and in the other Loan Documents), (3b) any Foreign Subsidiary Loan Party other than the Borrower may merge or consolidate with or dissolve transfer or liquidate into another Foreign Subsidiaryotherwise Dispose of all of its assets to any other Loan Party other than the Borrower provided, that if such Loan Party becomes a Borrowing Base Entity as a result of such merger or consolidation, such Loan Party shall also meet and comply with, at the time of such merger or consolidation, all of the terms, conditions and covenants relating to Borrowing Base Entities and set forth herein and in the other Loan Documents, (4c) any Non-Credit Consolidated Party which is not a Loan Party may merge be merged or consolidated with or dissolve into or liquidate transfer or otherwise Dispose of all of its assets to any Loan Party provided that (i) such Loan Party shall be the continuing or surviving corporation and (ii) if such Consolidated Party becomes a Borrowing Base Entity as a result of such merger or consolidation, such Consolidated Party shall also meet and comply with, at the time of such merger or consolidation, all of the terms, conditions and covenants relating to Borrowing Base Entities and set forth herein and in the other Loan Documents), (d) any Consolidated Party which is not a Loan Party may be merged or consolidated with or into another Non-Credit or transfer or otherwise Dispose of all of its assets to any other Consolidated Party or any Credit which is not a Loan Party, (5e) any Credit Party (other than Parents) Subsidiary of the Borrower may merge or consolidate with or dissolve Dispose of all or liquidate into substantially all of its assets to any other Credit Person that is not a Loan Party (other than Parents); provided that if any Borrower is in connection with a party to such transaction, such Borrower shall be the surviving or continuing entity of such transactionDisposition permitted under Section 8.05, and (6f) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either any Wholly Owned Subsidiary of the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent Borrowing Base Entity) may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Borrower) is Material Adverse Effect or otherwise result in a party to such transaction, then a Credit Party shall be the surviving Default or continuing entity. Notwithstanding the foregoing, if any Event of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14Default hereunder.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, except (1) in connection with Permitted Acquisitions notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and other Investments permitted hereunder7.14, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Borrower may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned its Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entitiescorporation, (3b) any Loan Party other than the Borrower may merge or consolidate with or into or dispose of all or substantially all of its assets to any other Loan Party provided that such Loan Party shall be the continuing or surviving entity, (c) any Foreign Subsidiary may merge be merged or consolidated with or dissolve into or liquidate dispose of all or substantially all of its assets to any Loan Party provided that such Loan Party shall be the continuing or surviving entity, (d) any Foreign Subsidiary may be merged or consolidated with or into another or dispose of all or substantially all of its assets to any other Foreign Subsidiary, (4e) any Non-Credit Loan Party other than the Borrower may wind up or dissolve itself so long as it transfers all of its assets to another Loan Party prior to or as part of such dissolution or wind up, (f) any Foreign Subsidiary may wind up or dissolve itself so long as it transfers all of its assets to another Foreign Subsidiary prior to or as part of such dissolution or wind up and (g) any Loan Party may merge with or dissolve or liquidate into another Non-Credit any Person that is not a Loan Party or any Credit Party, (5) any Credit Party (other than Parents) may merge in connection with or dissolve or liquidate into any other Credit Party (other than Parents); a Permitted Acquisition provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Loan Party shall be the continuing or surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14.

Fundamental Changes. No Credit Party shall, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries to, mergeMerge, consolidate or enter into any similar combination with or into(including by division), or convey, transfer, lease or otherwise dispose enter into any Asset Disposition of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned in a single transaction or hereafter acquireda series of transactions) to with, any other Person or in favor of liquidate, wind-up or dissolve itself (or suffer any Person, except liquidation or dissolution) except: (1a) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2i) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic SubsidiariesSubsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entities, entity) or (3ii) any Foreign Wholly-Owned Subsidiary of the Borrower may merge be merged, amalgamated or consolidated with or dissolve into any Guarantor (provided that in the case of a merger, amalgamation or liquidate into another Foreign Subsidiaryconsolidation involving a Guarantor, the Guarantor shall be the continuing or surviving entity); (4b) any Non-Credit Party may merge be merged, amalgamated or consolidated with or dissolve into, or liquidate into another be liquidated into, any other Non-Credit Party; (c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up, division or otherwise) to the Borrower or any Guarantor; provided that, with respect to any such disposition by any Non-Credit Party, the consideration for such disposition shall not exceed the fair value of such assets; (d) any Non-Credit Party may dispose of all or substantially all of its assets, upon voluntary liquidation, dissolution, winding up, division or otherwise, to any other Non-Credit Party, ; (5e) any Credit Party (other than Parents) Wholly-Owned Subsidiary of the Borrower may merge with or dissolve or liquidate into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any other Credit Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions acquisition permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14.95 142128979_6 170630523_7

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate consolidate, amalgamate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, except (1) in connection with Permitted Acquisitions subject to Section 7.12 and other Investments permitted hereunderprovided that, after giving effect to any such transaction, no Default or Event of Default shall exist, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Company may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned its Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Company shall be the continuing or surviving entitiescorporation, (3b) (i) any Subsidiary of the Company may merge or consolidate with any other Subsidiary of the Company provided that if a Loan Party is a party thereto, a Loan Party shall be the continuing or surviving corporation, and (ii) any Subsidiary of the Company may dispose of all or substantially all of its assets to any other Subsidiary of the Company provided that if a Loan Party is the transferor in such transaction a Loan Party shall be the transferee, (c) any Loan Party other than the Company may merge or consolidate with any other Loan Party other than the Company, (d) any Foreign Subsidiary may merge be merged or consolidated or amalgamated with or dissolve into any Loan Party provided that such Loan Party shall be the continuing or liquidate into another Foreign Subsidiarysurviving corporation, (4e) any Non-Credit Party Foreign Subsidiary may merge be merged, consolidated or amalgamated with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party Foreign Subsidiary (other than Parents); provided that provided, that, (i) if any a Designated Borrower is a party to any such transactionmerger or consolidation, such a Designated Borrower shall be the continuing or surviving or continuing entity of such transactioncorporation, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (wii) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Designated Borrower is a party to any such transactionamalgamation, then a Borrower (A) prior to the consummation of such amalgamation, the Administrative Agent and each Lender shall be have (I) received all documentation and other information that it has reasonably requested in writing that it has reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the surviving or continuing entity Act and the Beneficial Ownership Regulation, and (yII) if approved such amalgamation (which approval shall not be unreasonably delayed or denied or require the payment of a Credit Party fee or other consideration), and (other than a Parent or a BorrowerB) is a party to promptly upon the consummation of such transactionamalgamation, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoingand in any event, if any of the foregoing events in clauses within one (1) through Business Day of the consummation thereof (6or such later date as may be agreed by the Administrative Agent in its sole discretion), the Company and the amalgamated company shall have delivered (I) results an acknowledgment and confirmation from the amalgamated company with respect to the assumption and ratification of all rights, obligations, duties and liabilities of such Designated Borrower under this Agreement and the other Loan Documents immediately prior to the consummation of such amalgamation and (II) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the occurrence Administrative Agent, as may be reasonably required by the Administrative Agent or the Required Lenders with respect to the amalgamated company), (f) (i) any Subsidiary that is a Loan Party may wind up, liquidate or dissolve itself so long as it transfers all or substantially all of its assets to a Loan Party prior to such wind up, liquidation or dissolution and (ii) any Subsidiary that is not a Loan Party may wind up, liquidate or dissolve itself so long as it transfers all or substantially all of its assets to a Loan Party or a Subsidiary of a change described in Section 5.14Loan Party prior to such wind up, then liquidation or dissolution, and (g) any Subsidiary of the Borrowers shall provide notice to Company that is not a Loan Party may merge with any Person so long as the Agent within entity surviving such merger is a wholly-owned Subsidiary of the time period specified in Section 5.14Company.”

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except (1) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2) any Subsidiary Person (including, without limitationin each case, pursuant to a Delaware LLC Division); provided that, notwithstanding the Borrowers or any Guarantor other than Parentsforegoing provisions of this Section 8.04, (a) the Company may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned its Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Company shall be the continuing or surviving entitiesPerson, (3b) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party Borrower (other than Parentsthe Company) may merge or consolidate with or dissolve or liquidate into any other Credit Party (other than Parents); of its Subsidiaries provided that if any Borrower is a party to such transaction, such Borrower shall be the continuing or surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1)Person, (2)c) any Loan Party other than any Borrower may merge or consolidate with any other Loan Party other than any Borrower, (4), and (5d) above, (w) if a Parent is a party to any Subsidiary may be merged or consolidated with or into any Loan Party provided that such transaction, either the Charah Parent or the Allied Parent Loan Party shall be the continuing or surviving or continuing entityPerson, (xe) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party any Foreign Subsidiary (other than a Parent or a Foreign Borrower) may be merged or consolidated with or into any other Foreign Subsidiary (other than a Foreign Borrower), (f) any Subsidiary of the Company may merge with any Person that is not a party to Loan Party in connection with a Permitted Acquisition or other Investment permitted by this Agreement provided that, if such transactionPermitted Acquisition or other Investment involves the Company, then a Credit Party the Company shall be the continuing or surviving Person, (g) any Subsidiary that is not a Loan Party may be merged or continuing entity. Notwithstanding consolidated with or into any other Subsidiary that is not a Loan Party, and (h) any Immaterial Subsidiary may liquidate, wind up or dissolve and (i) QSI Finance V (US), L.P., a Delaware limited partnership, may liquidate, wind up or dissolve at any time on or after the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14Sixth Amendment Effective Date.

Fundamental Changes. No Credit Party shall, and no Credit Party shall suffer or permit Neither the Lead Borrower nor any of its Restricted Subsidiaries toshall merge, mergeamalgamate, dissolve, liquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (1) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2a) any Restricted Subsidiary of the Lead Borrower (includingother than the Co-Borrower) may merge, without limitationamalgamate or consolidate with (i) the Lead Borrower (including a merger, the Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, purpose of which is to reorganize the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, Lead Borrower into a new jurisdiction); provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Lead Borrower shall be the continuing or surviving entitiesPerson or (ii) one or more other Restricted Subsidiaries of the Lead Borrower (other than the Co-Borrower); provided that when any Person that is a Loan Party is merging with a Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person unless the resulting Investment made in connection with a Loan Party merging with a Non-Loan Party shall otherwise be a Restricted Investment permitted by Section 7.06 (3other than Section 7.06(d)) or a Permitted Investment; (b) (i) any Foreign Restricted Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Restricted Subsidiary that is not a Loan Party and (ii) any Restricted Subsidiary may merge with liquidate or dissolve or liquidate into another Foreign Subsidiarychange its legal form if the Lead Borrower 154 determines in good faith that such action is in the best interest of the Lead Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders (it being understood that in the case of any change in legal form, a Restricted Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder); (4c) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party Restricted Subsidiary (other than Parentsthe Co-Borrower) may merge with Dispose of all or dissolve substantially all of its assets (upon voluntary liquidation or liquidate into any other Credit Party otherwise) to the Lead Borrower or to another Restricted Subsidiary (other than Parentsthe Co-Borrower); provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must be a Guarantor or the Lead Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in a Restricted Subsidiary which is not a Loan Party permitted by Section 7.06 (other than Section 7.06(d)) or a Permitted Investment; (d) any Restricted Subsidiary may merge or amalgamate with any other Person in order to effect a Restricted Investment permitted pursuant to Section 7.06 (other than Section 7.06(d)) or a Permitted Investment; provided that the continuing or surviving Person shall be a Restricted Subsidiary or the Lead Borrower; (e) so long as no Default exists or would result therefrom, the Lead Borrower may merge with any other Person; provided that (i) the Lead Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Lead Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Lead Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (B) each Guarantor, unless it is the other party to such transactionmerger or consolidation, shall have confirmed that its Guarantee shall apply to the Successor Company’s obligations under the Loan Documents, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to each applicable Collateral Document confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (D) if reasonably requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents and (E) the Lead Borrower shall be have delivered to the surviving Administrative Agent an Officer’s Certificate of the Lead Borrower stating that such merger or continuing entity of consolidation and such transaction, and (6) transactions permitted by Sections 5.2 and 5.4supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that with respect to clauses (1)if the foregoing are satisfied, (2), (4)the Successor Company will succeed to, and be substituted for, the Lead Borrower under this Agreement; (5f) above, (w) if a Parent is a party to such transaction, either the Charah Parent or Lead Borrower and the Allied Parent shall be Restricted Subsidiaries may consummate the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity Transactions; and (yg) if a Credit Party any Restricted Subsidiary (other than a Parent or a the Co-Borrower) may effect a merger, amalgamation, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a party Disposition permitted pursuant to such transaction, then a Credit Party shall be the surviving or continuing entitySection 7.05. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14.155

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided, except (1) in connection with Permitted Acquisitions that, notwithstanding the foregoing provisions of this Section 7.04 but subject to the terms of Sections 6.13 and other Investments permitted hereunder6.14, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Company may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or 105 consolidate with any of their Wholly-Owned its Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Company shall be the continuing or surviving entitiescorporation, (3b) Amedisys Holding may merge or consolidate with any of its Subsidiaries provided that Amedisys Holding shall be the continuing or surviving entity, (c) any Foreign Subsidiary Loan Party other than a Borrower may merge or consolidate with any other Loan Party other than a Borrower, (d) any Subsidiary that is not a Loan Party may be merged or consolidated with or dissolve into any Loan Party provided that such Loan Party shall be the continuing or liquidate into another Foreign Subsidiarysurviving Person, (4e) any Non-Credit Subsidiary that is not a Loan Party may merge be merged or consolidated with or dissolve or liquidate into another Non-Credit Party or any Credit other Subsidiary that is not a Loan Party, (5f) any Credit Party Subsidiary (other than ParentsAmedisys Holding) may merge with dissolve, liquidate or dissolve or liquidate into wind up its affairs at any other Credit Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4time; provided, furtherthat (i) such dissolution, that liquidation or winding up, as applicable, would not reasonably be expected to have a Material Adverse Effect and (ii) the Lien on and security interest in any property of such Subsidiary granted or to be granted in favor of the Secured Parties under the Collateral Documents shall be maintained or created in accordance with respect to clauses (1)the provisions of Section 6.14 or Section 6.15, as applicable, (2), (4), and (5g) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit any Loan Party (other than a Parent or a Borrower) may transfer all or substantially all of its assets to a Subsidiary that is not a party Loan Party to effectuate an Investment permitted by Section 7.03(c) (so long as such transactiontransfer is permitted by Section 7.05) and (h) so long as no Event of Default shall have occurred and be continuing or would result therefrom, then any Subsidiary (other than Amedisys Holding) may change its legal form if the Company determines that such action is in its best interests and makes such change in a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice manner reasonably acceptable to the Administrative Agent within (including with respect to the time period specified in continued perfection of Liens on the Collateral, a reaffirmation by each Loan Party of its continued obligations under this Agreement and the other Loan Documents, continued compliance by the Loan Parties with Section 5.146.13 and Section 6.14 and satisfaction of customary PATRIOT Act requirements).

Fundamental Changes. No Credit Loan Party shall, and no Credit Party nor shall suffer or it permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly (a) merge, dissolve, liquidate, consolidate with or intointo another Person, (b) engage in any material line of business substantially different from business generally considered to be in the media and communications industry, including without limitation the ownership and operation of television networks, radio and television stations, cable networks, cable programming, television programming and syndication, interactive television, direct broadcast satellite, pay-per-view television, sports team ownership, sports promotion, home shopping, print and on-line publishing and broadcasting, billboards and recorded music and music publishing (or convey, transfer, lease any business related or otherwise dispose incidental thereto or in furtherance thereof) or (c) Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the consolidated assets of the Company and its assets Subsidiaries taken as a whole (whether now owned or hereafter acquired) to or in favor of any Person; provided that, except (1) in connection with Permitted Acquisitions and other Investments permitted hereundernotwithstanding the foregoing provisions of this Section 8.04, (2i) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) Company may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or consolidate with any of their Wholly-Owned its Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Company shall be the continuing or surviving entitiescorporation (and if such Subsidiary is the Subsidiary Borrower, the Company shall have assumed in writing all Obligations of the Subsidiary Borrower on terms reasonably satisfactory to the Administrative Agent), (3ii) any Foreign Subsidiary Guarantor may merge or consolidate with any other Guarantor and any Subsidiary that is not a Guarantor may merge or dissolve or liquidate into another Foreign Subsidiaryconsolidate with any other Subsidiary that is not a Guarantor, (4iii) any Non-Credit subject to clause (i) above, a Loan Party may merge with or dissolve or liquidate into another Non-Credit any other Person that is not a Loan Party or any Credit Party, so long as such Loan Party is the surviving Person and (5iv) any Credit Party Subsidiary (other than Parentsthe Subsidiary Borrower) may merge with dissolve, liquidate or dissolve or liquidate into wind up its affairs at any other Credit Party (other than Parents); time provided that if such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to have a Material Adverse Effect. Furthermore, no Loan Party shall, nor shall it permit any Borrower is Subsidiary to, directly or indirectly, make any material Disposition of (whether in one transaction or in a party series of transactions) assets constituting less than all or substantially all of the consolidated assets of the Company and its Subsidiaries taken as a whole (whether now owned or hereafter acquired) to such transaction, such Borrower shall be the surviving or continuing entity in favor of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) any Person if a Parent is Default then exists or would result therefrom on a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14Pro Forma Basis.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries todissolve, mergeliquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, except (1) in connection with Permitted Acquisitions notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and other Investments permitted hereunder7.14, (2a) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) a Borrower may merge or amalgamate with, or dissolve consolidate with another Borrower (or liquidate intoand contribute all its assets to another Borrower), (b) Coltec and OldCo may consummate the Borrowers Coltec/OldCo Merger in accordance with the Modified Joint Plan of Reorganization, provided that, automatically upon consummation of the Coltec/OldCo Merger and without further action by any Person, Coltec shall no longer constitute (or have any rights or obligations as) a Borrower hereunder or under any other Loan Document (and, for the avoidance of their Wholly-Owned Subsidiaries which are Domestic Subsidiariesdoubt, OldCo shall not become or be a Borrower upon consummation of the Coltec/OldCo Merger and any rights or obligations of OldCo as a Borrower transferred or assumed by operation of law by virtue of the Coltec/OldCo Merger shall be deemed rescinded and released without any further action by any party to this Agreement), (c) OldCo and New Coltec may consummate the OldCo/New Coltec Merger in accordance with the Modified Joint Plan of Reorganization, (d) a Borrower may merge or consolidate with any Subsidiary, and a Subsidiary may liquidate and contribute all its assets to a Borrower, provided that the Borrowers or in each case such Wholly-Owned Subsidiaries which are Domestic Subsidiaries Borrower shall be the continuing or surviving entitiesPerson, (3e) any Loan Party other than a Borrower may merge or consolidate with (or liquidate and contribute its assets to) any other Loan Party other than a Borrower, (f) any Foreign Subsidiary may merge be merged or consolidated with or dissolve into any Loan Party provided that such Loan Party shall be the continuing or liquidate surviving Person, (g) any Foreign Subsidiary may be merged or consolidated with or into another any other Foreign Subsidiary, (4h) any Non-Credit Party Borrower or Subsidiary may merge or consolidate with any other Person so long as (i) the merger or dissolve or liquidate into another Non-Credit Party or any Credit Partyconsolidation constitutes a Permitted Acquisition, (5ii) any Credit Party (other than Parents) may merge with if such merger or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower is consolidation involves a party to such transactionBorrower, such Borrower shall be is the surviving or continuing entity of such transactionentity, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (wiii) if such merger or consolidation involves a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party Subsidiary (other than a Parent Borrower), either such Subsidiary is the surviving entity or a Borrower) is a the other Person party to such transaction, then a Credit Party shall be merger or consolidation is the surviving entity and complies with Sections 7.12 and 7.14, (i) any Subsidiary that is not a Material Subsidiary may dissolve or continuing entity. Notwithstanding liquidate if the foregoing, if any Borrower Representative determines in good faith that such dissolution or liquidation is in the best interests of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice Loan Parties and is not materially disadvantageous to the Agent within Lenders, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, (j) to the time period specified extent not otherwise permitted under the foregoing clauses, any Wholly Owned Subsidiary that has sold, transferred or otherwise disposed of all or substantially all of its assets in connection with a Disposition permitted under this Agreement and no longer conducts any active trade or business may be liquidated, wound up and dissolved, so long as no Default or Event of Default has occurred and is continuing or would result therefrom and (k) Dispositions permitted by Section 5.148.05.

Fundamental Changes. No Credit Party shallMerge, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries toamalgamate, mergedissolve, liquidate, consolidate with or intointo another Person, or convey, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division), except that: (a) any Restricted Subsidiary may merge or amalgamate with (i) the Borrower (provided that the resulting entity shall succeed as a matter of law to all of the Obligations of the Borrower), (ii) any one or more Restricted Subsidiaries (provided that when any Restricted Subsidiary that is a Loan Party is merging or amalgamating with another Restricted Subsidiary, a Loan Party shall be a continuing or surviving Person, except (1) in connection with Permitted Acquisitions and other Investments permitted hereunderas applicable, (2) any Subsidiary or the resulting entity shall succeed as a matter of law to all of the Obligations of such Loan Party (including, without limitation, as the Borrowers Borrower)) and (iii) in order to consummate a Permitted Tax Restructuring; (b) (i) any Restricted Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any Guarantor other than Restricted Subsidiary that is not a Loan Party, (ii) (A) any Restricted Subsidiary may liquidate, dissolve or wind up, or (B) any Restricted Subsidiary may change its legal form, in each case, if the Borrower determines in good faith that such action is in the best interests of the Parents, the Borrower and the other Subsidiaries and is not materially disadvantageous to the Lenders and (iii) the Borrower may change its legal form if it determines in good faith that such action is in the best interests of the Parents, the Borrower and the other Restricted Subsidiaries and the Administrative Agent reasonably determines it is not disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then either (i) the transferee must be a Loan Party or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary that is not a Loan Party in accordance with Section 7.02 and Section 7.03, respectively; (d) so long as no Event of Default exists or would result therefrom, the Borrower may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Credit Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or continuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses Person (1) through (6) results in a transaction in which the occurrence of a change described in Section 5.14, then Borrower is the Borrowers shall provide notice to the Agent within the time period specified in Section 5.14.-121- #95982248v17

Fundamental Changes. No Credit Party shall(a) Each of Goodyear and the European J.V. and each other Borrower will not, and no Credit Party shall suffer or will not permit any of its Restricted respective Consolidated Subsidiaries to, merge, merge into or consolidate with or intoany other Person, or conveypermit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) assets (including capital stock of Subsidiaries) constituting all or substantially all the assets of Goodyear and its Consolidated Subsidiaries, taken as a whole, or all or substantially all the assets (whether now owned of the European J.V. and its Consolidated Subsidiaries, taken as a whole, or, in the case of Goodyear or hereafter acquired) to any Borrower, liquidate or in favor of any Persondissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (1) in connection with Permitted Acquisitions and other Investments permitted hereunder, (2i) any Subsidiary (including, without limitation, the Borrowers or any Guarantor other than Parents) that is not a J.V. Loan Party may merge or amalgamate with, or dissolve or liquidate into, into Goodyear in a transaction in which Goodyear is the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entitiescorporation, (3ii) any Foreign Subsidiary may merge with or dissolve or liquidate into another any other Subsidiary in a transaction in which the surviving entity is a Subsidiary; except that (A) no US Subsidiary may merge into a Foreign Subsidiary, (4B) neither the European J.V. nor any Non-Credit Party J.V. Subsidiary may merge with into a Subsidiary that is not the European J.V. or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party a J.V. Subsidiary (other than Parents) may merge with or dissolve or liquidate a merger of a J.V. Subsidiary into any other Credit Party (other than Parents); provided a Subsidiary that if any Borrower is will become a party to such transaction, such Borrower shall be J.V. Subsidiary upon the surviving or continuing entity consummation of such transaction, merger) and (6C) transactions permitted by Sections 5.2 and 5.4; provided, further, no J.V. Loan Party merge into a Subsidiary that with respect to clauses (1), (2), (4), and (5) above, (w) if is not a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit J.V. Loan Party (other than a Parent Subsidiary that will become a J.V. Loan Party upon the consummation of such merger), (iii) any sale of a Subsidiary made in accordance with Section 6.06 may be effected by a merger of such Subsidiary and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to Goodyear or to another Subsidiary; provided that any Investment that takes the form of a Borrowermerger or consolidation (other than any merger or consolidation involving Goodyear) is a party to such transaction, then a Credit Party expressly permitted by Section 6.05 shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in permitted to this Section 5.14, then the Borrowers shall provide notice to the Agent within the time period specified in Section 5.146.04.