Common use of Mergers, Consolidations, Sales Clause in Contracts

Mergers, Consolidations, Sales. (a) Neither Company nor any Subsidiary shall be a party to any merger, amalgamation, consolidation, Division or exchange of stock unless the Company shall be the surviving entity with respect to any such transaction to which the Company is a party and the Guarantor shall be the survivor of any merger or amalgamation with any other Subsidiary or a Subsidiary shall be the surviving entity (and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the conditions set forth below are satisfied), or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any other Person except as otherwise provided in this Section 8.4. Notwithstanding the foregoing, the Company and its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or joint venture or other interest in, any Person if the following conditions have been met: (i) the proposed transaction will not otherwise create a Default or an Event of Default hereunder; and (ii) the business to be acquired predominantly involves (A) the collection, transfer, hauling, disposal or recycling of solid waste or thermal soil remediation, or (B) other lines of businesses currently engaged in, or related, associated, complementary or supplementary thereto, whether from an operational, business, financial, technical or administrative standpoint; provided that the Company or its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any Persons in unrelated businesses, not to exceed a total aggregate amount after the Effective Date of $400,000,000. Notwithstanding anything herein to the contrary, the ability of the Subsidiaries of the Company to incur any Indebtedness in connection with any transaction permitted pursuant to this Section 8.4 shall be governed by Section 8.1. 50

Mergers, Consolidations, Sales. Not, and not permit any other Loan Party to, (a) Neither Company nor any Subsidiary shall be a party to any merger, amalgamation, consolidation, Division or exchange of stock unless the Company shall be the surviving entity with respect to any such transaction to which the Company is a party and the Guarantor shall be the survivor of any merger or amalgamation with any other Subsidiary or a Subsidiary shall be the surviving entity (and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the conditions set forth below are satisfied)consolidation, or purchase or otherwise acquire all or substantially all of the assets or stock any Capital Securities of any class of, or any partnership, membership partnership or joint venture or other interest in, any other Person Person, except for Investments otherwise permitted by Section 11.9, (b) sell, transfer, convey or lease all or substantially all of its assets (including the sale of all or substantially all of the Capital Securities of any Subsidiary) except (i) for sales of inventory and obsolete equipment in the ordinary course of business or (ii) so long as otherwise provided in this Section 8.4. Notwithstanding the foregoingno Unmatured Event of Default or Event of Default has occurred and is continuing, after giving effect thereto on a pro forma basis, the Company and its Subsidiaries may purchase the other Loan Parties shall be in compliance with a Total Debt to EBITDA Ratio not greater than the applicable ratio set forth in Section 11.12.2 (giving effect, if applicable, to the provisos thereto) as of the last day of the most recently ended Computation Period (other than a sale, transfer, conveyance or otherwise acquire lease of all or substantially all of the assets of the Loan Parties, taken as a whole) or stock of (c) sell or assign with or without recourse any class ofreceivables, or joint venture or other interest in, any Person if except that the following conditions have been met: restrictions set forth in clauses (a)-(c) above shall not apply to (i) the proposed transaction will not otherwise create a Default or an Event of Default hereunder; and Fidelis Acquisition, (ii) the business to be acquired predominantly involves any merger, consolidation, sale, transfer, conveyance, lease or assignment of or by (A) any Subsidiary into the collection, transfer, hauling, disposal or recycling of solid waste or thermal soil remediation, or Company (B) other lines of businesses currently engaged in, or related, associated, complementary or supplementary thereto, whether from an operational, business, financial, technical or administrative standpoint; provided that the Company shall be the continuing or its Subsidiaries may surviving entity), (B) any Subsidiary into any domestic Subsidiary (provided that if such Subsidiary has provided a guarantee of the Obligations, the continuing or surviving entity shall also provide a guarantee of the Obligations) or (C) any foreign Subsidiary into any other foreign Subsidiary; (iii) any such purchase or otherwise acquire all other acquisition by the Company or substantially all any domestic Subsidiary of the assets or stock Capital Securities of any class of, or Subsidiary and by any partnership, membership or joint venture or other interest in, any Persons in unrelated businesses, not to exceed a total aggregate amount after the Effective Date of $400,000,000. Notwithstanding anything herein to the contrary, the ability foreign Subsidiary of the Subsidiaries assets or Capital Securities of any other foreign Subsidiary; (iv) any Loan Party (other than the Company) may liquidate, dissolve or wind-up 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 incur any Indebtedness the Lenders and no Unmatured Event of Default or Event of Default has occurred and is continuing or would result therefrom; (v) the discount or sale, in each case without recourse and in the ordinary course of business, of past due receivables arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any transaction permitted pursuant to this bulk sale or financing of receivables), (vi) Investments made in accordance with Section 8.4 shall be governed 11.9, (vii) Liens incurred in compliance with Section 11.2 and (vii) any Acquisition by Section 8.1. 50the Company or any Subsidiary where:

Mergers, Consolidations, Sales. of Assets and Acquisitions . Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or Dispose of (in one transaction or in a series of related transactions) all or any part of its assets (whether now owned or hereafter acquired), or Dispose of any Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of related transactions) all of the assets of any other person or division or line of business of a person, except that this Section 6.05 shall not prohibit: (a) Neither Company nor (i) the purchase and Disposition of inventory, or the sale of receivables pursuant to non-recourse factoring arrangements, in each case in the ordinary course of business by the Borrower or any Subsidiary, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business by the Borrower or any Subsidiary shall be a party to any mergeror, amalgamation, consolidation, Division or exchange of stock unless the Company shall be the surviving entity with respect to operating leases, otherwise for fair market value on market terms (as determined in good faith by the Borrower), (iii) the Disposition of surplus, obsolete, damaged or worn out equipment or other similar property by the Borrower or any such Subsidiary in the ordinary course of business or consistent with past practice or industry norm or determined in good faith by the Borrower to be no longer used or useful or necessary in the operation of the business of the Borrower or any Subsidiary, or (iv) the Disposition of Permitted Investments in the ordinary course of business; (b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger or consolidation of any Subsidiary of the Borrower with or into the Borrower in a transaction to in which the Company Borrower is the survivor, (ii) the merger or consolidation of any Subsidiary with or into any Subsidiary Loan Party in a party and transaction in which the Guarantor shall be surviving or resulting entity is or becomes a Subsidiary Loan Party (or, in the survivor case of any merger or amalgamation consolidation involving the Borrower, is the Borrower) and, in the case of each of clauses (i) and (ii), no person other than the Borrower or a Subsidiary Loan Party receives any consideration (unless otherwise permitted by Section 6.04), (iii) the merger or consolidation of any Subsidiary that is not a Subsidiary Loan Party with or into any other Subsidiary that is not a Subsidiary Loan Party, (iv) the liquidation or dissolution or change in form of entity of any Subsidiary if the Borrower determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (v) any Subsidiary may merge or consolidate with any other Subsidiary person in order to effect an Investment permitted pursuant to Section 6.04 so long as the continuing or surviving person shall be a Subsidiary (unless otherwise permitted by Section 6.04), which shall be (x) a Loan Party if the surviving entity merging or consolidating Subsidiary was a Loan Party and (y) the Borrower if such merger or consolidation involves the Borrower (in each case, unless otherwise permitted by Section 6.04) and continue to be a Subsidiarywhich together with each of its Subsidiaries shall have complied with any applicable requirements of Section 5.10 or (vi) any Subsidiary may merge or consolidate with respect to any such transactions to which one or more Subsidiaries is a party (and the conditions set forth below are satisfied), or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any other Person except as person in order to effect an Asset Sale otherwise provided in this Section 8.4. Notwithstanding the foregoing, the Company and its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or joint venture or other interest in, any Person if the following conditions have been met: (i) the proposed transaction will not otherwise create a Default or an Event of Default hereunder; and (ii) the business to be acquired predominantly involves (A) the collection, transfer, hauling, disposal or recycling of solid waste or thermal soil remediation, or (B) other lines of businesses currently engaged in, or related, associated, complementary or supplementary thereto, whether from an operational, business, financial, technical or administrative standpoint; provided that the Company or its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any Persons in unrelated businesses, not to exceed a total aggregate amount after the Effective Date of $400,000,000. Notwithstanding anything herein to the contrary, the ability of the Subsidiaries of the Company to incur any Indebtedness in connection with any transaction permitted pursuant to this Section 8.4 shall be governed by Section 8.1. 506.05; 162 Doc#: US1:15347125v11

Mergers, Consolidations, Sales. of Assets and Acquisitions. Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets (whether now owned or hereafter acquired) or any Capital Stock of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that this Section 6.05 shall not prohibit: (a) Neither Company nor any Subsidiary shall be a party to any merger, amalgamation, consolidation, Division or exchange the purchase and sale of stock unless inventory in the Company shall be ordinary course of business by the surviving entity with respect to any such transaction to which the Company is a party and the Guarantor shall be the survivor of any merger or amalgamation with any other Subsidiary or a Subsidiary shall be the surviving entity (and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the conditions set forth below are satisfied), or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, Borrower or any partnership, membership Subsidiary; (b) if at the time thereof and immediately after giving effect thereto no Event of Default or joint venture or other interest in, any other Person except as otherwise provided in this Section 8.4. Notwithstanding the foregoing, the Company Default shall have occurred and its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or joint venture or other interest in, any Person if the following conditions have been met: be continuing (i) the proposed merger of any wholly owned Subsidiary into the Borrower in a transaction will not otherwise create a Default or an Event of Default hereunder; in which the Borrower is the surviving corporation and (ii) the merger or consolidation of any wholly owned Subsidiary into or with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary (which shall be a Domestic Subsidiary if the non- surviving person shall be a Domestic Subsidiary) or the dissolution or liquidation of a wholly owned Subsidiary, and, in the case of each of clauses (i) and (ii), no person other than the Borrower or a wholly owned Subsidiary receives any consideration; (c) the Acquisition; (d) the acquisition of another person or all or a substantial part of its assets if (i) the acquired person is engaged in the same business as the Borrower or another business reasonably related thereto, and (ii) at the time of and after giving effect to such acquisition, no Event of Default or Default has occurred and is continuing, and (iii) after giving effect to such acquisition, the Borrower shall be in compliance, on a pro forma basis, with Sections 6.10, 6.11, 6.12 and 6.13, and (iv) such acquisition is approved by the board of directors of the acquired predominantly involves person prior to the commencement of any tender offer or the acquisition by the Borrower of any shares of Capital Stock thereof, and (v) after giving effect to such acquisition, the Borrower controls the dividend policy of the Capital Stock of the acquired person and owns at least 80 percent of the common equity thereof and (vi) (A) on the collectiondate of such acquisition and after giving effect thereto the Designated Financial Tests are satisfied on an actual and, transferunless the Borrower is relying on clause (a)(ii) of the definition of "Designated Financial Tests", hauling, disposal or recycling of solid waste or thermal soil remediationpro forma basis, or (B) other lines the consideration used consists solely of businesses currently engaged inCapital Stock of the Borrower, or related(C) the aggregate consideration paid after the Closing Date for acquisitions (other than acquisitions meeting the requirements of clause (A) or (B) above) is not in excess of $10,000,000; provided, associatedhowever, complementary or supplementary thereto, whether from an operational, business, financial, technical or administrative standpoint; provided that the Company aggregate consideration paid under this clause (d)(otherwise than in the form of Capital Stock of the Borrower) after the Closing Date for the acquisition of persons not incorporated or its Subsidiaries may purchase organized under the laws of the United States of America, any State thereof or otherwise acquire all the District of Columbia shall not in any event exceed $10,000,000 (the foregoing collectively defined as "Permitted Other Acquisitions"); (e) the sale by the Borrower or substantially all any Subsidiary of the assets of or stock of any class ofCapital Stock in O/E/N India Ltd., WSNS or Nordco Inc.; and (f) sales or other dispositions by the Borrower or any partnershipSubsidiary of assets (other than receivables, membership or joint venture or other interest in, any Persons in unrelated businesses, not to exceed a total aggregate amount after the Effective Date of $400,000,000. Notwithstanding anything herein except to the contrary, the ability extent disposed of the Subsidiaries of the Company to incur any Indebtedness incidentally in connection with any transaction an asset disposition otherwise permitted pursuant to this Section 8.4 hereby), for consideration in an aggregate amount not exceeding $25,000,000; provided, however, that (i) each such disposition shall be governed for a consideration determined in good faith by the board of directors or senior management of the Borrower to be at least equal to the fair market value (if any) of the asset sold, (ii) the aggregate amount of all non-cash consideration included in the proceeds of any such disposition may not exceed 20 percent of the fair market value of such proceeds (provided that obligations of the type referred to in clause (a) of the definition of "Permitted Investments" shall not be deemed non-cash proceeds if such obligations are promptly sold for cash and the proceeds of such sale are included in the calculation of Net Proceeds from such sale), (iii) the aggregate Net Proceeds of all such dispositions under this clause (f) shall be applied in accordance with Section 8.12.13(b), and (iv) no Default or Event of Default shall have occurred and be continuing immediately prior to or after such disposition. 50SECTION 6.06.

Mergers, Consolidations, Sales. Not, and not permit any Loan Party or Subsidiary thereof to, (a) Neither Company nor any Subsidiary shall be a party to any merger, amalgamation, merger or consolidation, Division (b) sell, transfer, dispose of, convey or exchange lease any of stock unless its assets or Equity Interests (including the Company shall be the surviving entity with respect to any such transaction to which the Company is a party and the Guarantor shall be the survivor sale of Equity Interests of any merger or amalgamation with any other Subsidiary or a Subsidiary shall be the surviving entity (and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the conditions set forth below are satisfied), (c) sell or assign with or without recourse any Accounts, or (d) purchase or otherwise acquire all or substantially all of the assets or stock of any class ofEquity Interests, or any partnership, membership partnership or joint venture or other interest in, any other Person except as otherwise provided or make any Acquisition, in this Section 8.4. Notwithstanding all cases other than, to the foregoing, extent also permitted by the Company and its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or joint venture or other interest in, any Person if the following conditions have been metSecond Lien Loan Documents: (i) any such merger, consolidation, sale, transfer, acquisition, conveyance, lease, or assignment of or by any Borrower or Subsidiary with and into any Borrower or any Subsidiary so long as (t) no other provision of this Agreement would be violated thereby, (u) in the proposed transaction will not otherwise create case of any such transactions with a Borrower, a Borrower shall be the surviving Person, (v) in the case of any such transactions with a Domestic Subsidiary, a Domestic Subsidiary shall be the surviving Person, (w) in the case of any such transactions with a Loan Party, a Loan Party shall be the surviving Person, (x) Borrower Representative gives Administrative Agent at least 15 days’ prior written notice of such merger or consolidation, (y) no Default or an Event of Default hereunder; has occurred and is continuing either before or after giving effect to that transaction, and (z) the Lenders’ rights in any Collateral, including the existence, perfection and priority of any Lien thereon, are not adversely affected by that merger or consolidation, (ii) the business to be acquired predominantly involves Permitted Acquisitions, (Aiii) the collectionPermitted Asset Dispositions, transfer, hauling, disposal or recycling of solid waste or thermal soil remediation, or and (Biv) other lines of businesses currently engaged in, or related, associated, complementary or supplementary thereto, whether from an operational, business, financial, technical or administrative standpoint; provided that the Company or its Subsidiaries may purchase or IPO by Ultimate Holdings otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any Persons in unrelated businesses, not to exceed a total aggregate amount after the Effective Date of $400,000,000. Notwithstanding anything herein to the contrary, the ability of the Subsidiaries of the Company to incur any Indebtedness in connection with any transaction permitted pursuant to this Section 8.4 shall be governed by Section 8.1. 50hereunder.

Mergers, Consolidations, Sales. Not, and not permit any Loan Party or Subsidiary thereof to, (a) Neither Company nor any Subsidiary shall be a party to any merger, amalgamation, merger or consolidation, Division (b) sell, transfer, dispose of, convey or exchange lease any of stock unless its assets or Equity Interests (including the Company shall be the surviving entity with respect to any such transaction to which the Company is a party and the Guarantor shall be the survivor sale of Equity Interests of any merger or amalgamation with any other Subsidiary or a Subsidiary shall be the surviving entity (and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the conditions set forth below are satisfied), (c) sell or assign with or without recourse any Accounts, or (d) purchase or otherwise acquire all or substantially all of the assets or stock of any class ofEquity Interests, or any partnership, membership partnership or joint venture or other interest in, any other Person except as otherwise provided or make any Acquisition, in this Section 8.4. Notwithstanding all cases other than, to the foregoing, extent also permitted by the Company and its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or joint venture or other interest in, any Person if the following conditions have been metSecond Lien Loan Documents: (i) any such merger, consolidation, sale, transfer, acquisition, conveyance, lease, or assignment of or by any Borrower or Subsidiary with and into any Borrower or any Subsidiary so long as (t) no other provision of this Agreement would be violated thereby, (u) in the proposed transaction will not otherwise create case of any such transactions with a Borrower, a Borrower shall be the surviving Person, (v) in the case of any such transactions with a Domestic Subsidiary, a Domestic Subsidiary shall be the surviving Person, (w) in the case of any such transactions with a Loan Party, a Loan Party shall be the surviving Person, (x) Borrower Representative gives Administrative Agent at least 15 days’ prior written notice of such merger or consolidation, (y) no Default or an Event of Default hereunder; has occurred and is continuing either before or after giving effect to that transaction, and (z) the Lenders’ rights in any Collateral, including the existence, perfection and priority of any Lien thereon, are not adversely affected by that merger or consolidation, (ii) the business to be acquired predominantly involves Permitted Acquisitions, (Aiii) the collectionPermitted Asset Dispositions, transfer(iv) an IPO by Ultimate Holdings otherwise permitted hereunder, haulingand (v) a SPAC Transaction, disposal or recycling of solid waste or thermal soil remediation, or (B) other lines of businesses currently engaged in, or related, associated, complementary or supplementary thereto, whether from an operational, business, financial, technical or administrative standpoint; provided that the Company or its Subsidiaries may purchase or otherwise acquire all or substantially all so long as such SPAC Transaction is consummated in accordance with Section 3 of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any Persons in unrelated businesses, not to exceed a total aggregate amount after the Effective Date of $400,000,000. Notwithstanding anything herein to the contrary, the ability of the Subsidiaries of the Company to incur any Indebtedness in connection with any transaction permitted pursuant to this Section 8.4 shall be governed by Section 8.1. 50Third Amendment.

Mergers, Consolidations, Sales. Not, and not permit any Loan Party or Subsidiary thereof to, (a) Neither Company nor any Subsidiary shall be a party to any merger, amalgamation, merger or consolidation, Division (b) sell, transfer, dispose of, convey or exchange lease any of stock unless its assets or Equity Interests (including the Company shall be the surviving entity with respect to any such transaction to which the Company is a party and the Guarantor shall be the survivor sale of Equity Interests of any merger or amalgamation with any other Subsidiary or a Subsidiary shall be the surviving entity (and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the conditions set forth below are satisfied), (c) sell or assign with or without recourse any Accounts, or (d) purchase or otherwise acquire all or substantially all of the assets or stock of any class ofEquity Interests, or any partnership, membership partnership or joint venture or other interest in, any other Person except as otherwise provided or make any Acquisition, in this Section 8.4. Notwithstanding the foregoing, the Company and its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or joint venture or cases other interest in, any Person if the following conditions have been metthan: (i) any such merger, consolidation, sale, transfer, acquisition, conveyance, lease, or assignment of or by any Borrower or Subsidiary with and into any Borrower or any Subsidiary so long as (t) no other provision of this Agreement would be violated thereby, (u) in the proposed transaction will not otherwise create case of any such transactions with a Borrower, a Borrower shall be the surviving Person, (v) in the case of any such transactions with a Domestic Subsidiary, a Domestic Subsidiary shall be the surviving Person, (w) in the case of any such transactions with a Loan Party, a Loan Party shall be the surviving Person, (x) Borrower Representative gives Administrative Agent at least 15 days’ prior written notice of such merger or consolidation, (y) no Default or an Event of Default hereunder; has occurred and is continuing either before or after giving effect to that transaction, and (z) the Lenders’ rights in any Collateral, including the existence, perfection and priority of any Lien thereon, are not adversely affected by that merger or consolidation, (ii) the business to be acquired predominantly involves Permitted Acquisitions, and (Aiii) the collection, transfer, hauling, disposal or recycling of solid waste or thermal soil remediation, or (B) other lines of businesses currently engaged in, or related, associated, complementary or supplementary thereto, whether from an operational, business, financial, technical or administrative standpoint; provided that the Company or its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any Persons in unrelated businesses, not to exceed a total aggregate amount after the Effective Date of $400,000,000. Notwithstanding anything herein to the contrary, the ability of the Subsidiaries of the Company to incur any Indebtedness in connection with any transaction permitted pursuant to this Section 8.4 shall be governed by Section 8.1. 50Permitted Asset Dispositions.

Mergers, Consolidations, Sales. Not, and not permit any Loan Party or Subsidiary thereof to, (a) Neither Company nor any Subsidiary shall be a party to any merger, amalgamation, merger or consolidation, Division (b) sell, transfer, dispose of, convey or exchange lease any of stock unless its assets or Equity Interests (including the Company shall be the surviving entity with respect to any such transaction to which the Company is a party and the Guarantor shall be the survivor sale of Equity Interests of any merger or amalgamation with any other Subsidiary or a Subsidiary shall be the surviving entity (and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the conditions set forth below are satisfied), (c) sell or assign with or without recourse any Accounts, or (d) purchase or otherwise acquire all or substantially all of the assets or stock of any class ofEquity Interests, or any partnership, membership partnership or joint venture or other interest in, any other Person except as otherwise provided or make any Acquisition, in this Section 8.4. Notwithstanding the foregoing, the Company and its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or joint venture or cases other interest in, any Person if the following conditions have been metthan: (i) any such merger, consolidation, sale, transfer, acquisition, conveyance, lease, or assignment of or by any Borrower or Subsidiary with and into any Borrower or any Subsidiary so long as (t) no other provision of this Agreement would be violated thereby, (u) in the proposed transaction will not otherwise create case of any such transactions with a Borrower, a Borrower shall be the surviving Person, (v) in the case of any such transactions with a Domestic Subsidiary, a Domestic Subsidiary shall be the surviving Person, (w) in the case of any such transactions with a Loan Party, a Loan Party shall be the surviving Person, (x) Borrower Representative gives Administrative Agent at least 15 days’ prior written notice of such merger or consolidation, (y) no Default or an Event of Default hereunder; has occurred and is continuing either before or after giving effect to that transaction, and (z) the Lenders’ rights in any Collateral, including the existence, perfection and priority of any Lien thereon, are not adversely affected by that merger or consolidation, (ii) the business to be acquired predominantly involves Permitted Acquisitions, (Aiii) the collectionPermitted Asset Dispositions, transfer(iv) an IPO by Ultimate Holdings otherwise permitted hereunder, haulingand (v) a SPAC Transaction, disposal or recycling of solid waste or thermal soil remediation, or (B) other lines of businesses currently engaged in, or related, associated, complementary or supplementary thereto, whether from an operational, business, financial, technical or administrative standpoint; provided that the Company or its Subsidiaries may purchase or otherwise acquire all or substantially all so long as such SPAC Transaction is consummated in accordance with Section 3 of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any Persons in unrelated businesses, not to exceed a total aggregate amount after the Effective Date of $400,000,000. Notwithstanding anything herein to the contrary, the ability of the Subsidiaries of the Company to incur any Indebtedness in connection with any transaction permitted pursuant to this Section 8.4 shall be governed by Section 8.1. 50Second Amendment.

Mergers, Consolidations, Sales. Not, and not permit any Loan Party or Subsidiary thereof to, (a) Neither Company nor any Subsidiary shall be a party to any merger, amalgamation, merger or consolidation, Division (b) sell, transfer, dispose of, convey or exchange lease any of stock unless its assets or Equity Interests (including the Company shall be the surviving entity with respect to any such transaction to which the Company is a party and the Guarantor shall be the survivor sale of Equity Interests of any merger or amalgamation with any other Subsidiary or a Subsidiary shall be the surviving entity (and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the conditions set forth below are satisfied), (c) sell or assign with or without recourse any Accounts, or (d) purchase or otherwise acquire all or substantially all of the assets or stock of any class ofEquity Interests, or any partnership, membership partnership or joint venture or other interest in, any other Person except as otherwise provided or make any Acquisition, in this Section 8.4. Notwithstanding the foregoing, the Company and its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or joint venture or cases other interest in, any Person if the following conditions have been metthan: (i) any such merger, consolidation, sale, transfer, acquisition, conveyance, lease, or assignment of or by any Borrower or Subsidiary with and into any Borrower or any Subsidiary so long as (t) no other provision of this Agreement would be violated thereby, (u) in the proposed transaction will not otherwise create case of any such transactions with a Borrower, a Borrower shall be the surviving Person, (v) in the case of any such transactions with a Domestic Subsidiary, a Domestic Subsidiary shall be the surviving Person, (w) in the case of any such transactions with a Loan Party, a Loan Party shall be the surviving Person, (x) Borrower Representative gives Administrative Agent at least 15 days' prior written notice of such merger or consolidation, (y) no Default or an Event of Default hereunder; has occurred and is continuing either before or after giving effect to that transaction, and (z) the Lenders' rights in any Collateral, including the existence, perfection and priority of any Lien thereon, are not adversely affected by that merger or consolidation, (ii) the business to be acquired predominantly involves Permitted Acquisitions, and (Aiii) the collection, transfer, hauling, disposal or recycling of solid waste or thermal soil remediation, or (B) other lines of businesses currently engaged in, or related, associated, complementary or supplementary thereto, whether from an operational, business, financial, technical or administrative standpoint; provided that the Company or its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any Persons in unrelated businesses, not to exceed a total aggregate amount after the Effective Date of $400,000,000. Notwithstanding anything herein to the contrary, the ability of the Subsidiaries of the Company to incur any Indebtedness in connection with any transaction permitted pursuant to this Section 8.4 shall be governed by Section 8.1. 50Permitted Asset Dispositions.

Mergers, Consolidations, Sales. (a) Neither Company nor Not, and not permit any Subsidiary shall to, be a party to any merger, amalgamation, consolidation, Division or exchange of stock unless the Company shall be the surviving entity with respect to any such transaction to which the Company is a party and the Guarantor shall be the survivor of any merger or amalgamation with any other Subsidiary or a Subsidiary shall be the surviving entity (and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the conditions set forth below are satisfied)consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership, membership or partnership or joint venture or other interest in, any other Person Person, or, except as otherwise provided in this Section 8.4. Notwithstanding the foregoingordinary course of its business, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables, except for: (a) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Domestic Subsidiary into the Company (provided, that in the case of any merger or consolidation, the Company and its Subsidiaries may is the survivor) or into, with or to any other Domestic Subsidiary; (b) any such purchase or otherwise acquire all other acquisition by the Company or substantially all any Domestic Subsidiary of the assets or stock of any class ofDomestic Subsidiary; (c) any such merger, or joint venture or other interest inconsolidation, any Person if the following conditions have been met: (i) the proposed transaction will not otherwise create a Default or an Event of Default hereunder; and (ii) the business to be acquired predominantly involves (A) the collectionsale, transfer, haulingconveyance, disposal lease or recycling assignment of solid waste or thermal soil remediationby any Foreign Subsidiary into, with or to any other Foreign Subsidiary; (Bd) other lines of businesses currently engaged in, or related, associated, complementary or supplementary thereto, whether from an operational, business, financial, technical or administrative standpoint; provided that the Company or its Subsidiaries may any such purchase or otherwise acquire all or substantially all other acquisition by any Foreign Subsidiary of the assets or stock of any class of, Foreign Subsidiary; (e) any Acquisition (other than a Foreign Acquisition) by the Company or any partnershipDomestic Subsidiary if (1) immediately before and after giving effect to such Acquisition, membership no Event of Default or joint venture Unmatured Event of Default shall exist, (2) immediately after giving effect to such Acquisition, the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 9.6, (3) in the case of the Acquisition of any Person, the Board of Directors (or similar body) of such Person has approved such Acquisition and all requisite Manufacturers have consented to such Acquisition (provided that such Manufacturers need not have consented to such Acquisition at the time of consummation thereof if the Company or the Subsidiary making such Acquisition has an irrevocable option, on terms and conditions (including cash escrow) satisfactory to the Agent in its sole discretion, to put the Person acquired in such Acquisition back to the seller thereof for a price in cash at least equal to the total amount of cash consideration paid by the Company or such Subsidiary in such Acquisition (including purchase price, noncompetition payments, earnout payments, debt assumption and other interest insimilar consideration) within 180 days if such Manufacturers have not consented to such Acquisition, which option is otherwise unconditional, and which option must be exercised by the Company or the applicable Subsidiary within such period if such consents are not obtained) and (4) prior to and after such Acquisition, the Chief Financial Officer of the Company shall have delivered a certificate to the Agent confirming that the conditions set forth in clauses (1) — (3) above will be (in the case of a certificate delivered prior to such Acquisition) or have been (in the case of a certificate delivered after such Acquisition) met; (f) any Persons Foreign Acquisition by the Company or any Subsidiary if (1) immediately before and after giving effect to such Foreign Acquisition, no Event of Default or Unmatured Event of Default shall exist, (2) immediately after giving effect to such Foreign Acquisition, the Company is in unrelated businessespro forma compliance with all the financial ratios and restrictions set forth in Section 9.6, (3) in the case of the Foreign Acquisition of any Person, the Board of Directors (or similar body) of such Person has approved such Foreign Acquisition and all requisite Manufacturers have consented to such Foreign Acquisition (provided that such Manufacturers need not have consented to exceed such Foreign Acquisition at the time of consummation thereof if the Company or the Subsidiary making such Foreign Acquisition has an irrevocable option, on terms and conditions (including cash escrow) satisfactory to the Agent in its sole discretion, to put the Person acquired in such Foreign Acquisition back to the seller thereof for a price in cash at least equal to the total aggregate amount of cash consideration paid by the Company or such Subsidiary in such Foreign Acquisition (including purchase price, noncompetition payments, earnout payments, debt assumption and other similar consideration) within 180 days if such Manufacturers have not consented to such Foreign Acquisition, which option is otherwise unconditional, and which option must be exercised by the Company or the applicable Subsidiary within such period if such consents are not obtained) and (4) after giving effect to such Foreign Acquisition, the sum of (i) the total consideration (including cash and noncash purchase price, noncompetition payments, earnout payments, debt assumption and other similar consideration) paid by the Company and its Domestic Subsidiaries for all Foreign Acquisitions made after the Effective Date plus (ii) the aggregate amount of $400,000,000. Notwithstanding anything herein all Foreign Investments made by the Company and its Domestic Subsidiaries after the Effective Date plus (iii) the aggregate amount of all Restricted Equity Payments made by the Company and its Domestic Subsidiaries to the contrary, the ability of the Subsidiaries of Foreign Persons (other than Restricted Equity Payments made by the Company to incur its stockholders permitted by clause (ii)(1) of the proviso to the first sentence of Section 9.9) after the Effective Date shall not exceed the Foreign Amount; (g) sales and dispositions (“Dispositions”) of assets (including the Capital Stock of Subsidiaries) for at least fair market value (as determined by the Board of Directors of the Company) so long as the net book value of all assets sold or otherwise disposed of in any Indebtedness in connection with Fiscal Year does not exceed $50,000,000 (exclusive of any transaction Disposition the net cash proceeds of which are used within 180 days to purchase another asset performing the same or a similar function as the asset disposed of); and (h) the Company and its Subsidiaries may enter into joint ventures permitted pursuant to this Section 8.4 shall be governed by Section 8.1. 509.19 which joint ventures are engaged in businesses permitted by Section 9.18.

Mergers, Consolidations, Sales. Not, and not permit any Loan Party or Subsidiary thereof to, (a) Neither Company nor any Subsidiary shall be a party to any merger, amalgamation, merger or consolidation, Division (b) sell, transfer, dispose of, convey or exchange lease any of stock unless its assets or Equity Interests (including the Company shall be the surviving entity with respect to any such transaction to which the Company is a party and the Guarantor shall be the survivor sale of Equity Interests of any merger or amalgamation with any other Subsidiary or a Subsidiary shall be the surviving entity (and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the conditions set forth below are satisfied), (c) sell or assign with or without recourse any Accounts, or (d) purchase or otherwise acquire all or substantially all of the assets or stock of any class ofEquity Interests, or any partnership, membership partnership or joint venture or other interest in, any other Person except as otherwise provided or make any Acquisition, in this Section 8.4. Notwithstanding the foregoing, the Company and its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or joint venture or cases other interest in, any Person if the following conditions have been metthan: (i) any such merger, consolidation, sale, transfer, acquisition, conveyance, lease, or assignment of or by any Borrower or Subsidiary with and into any Borrower or any Subsidiary so long as (t) no other provision of this Agreement would be violated thereby, (u) in the proposed transaction will not otherwise create case of any such transactions with a Borrower, a Borrower shall be the surviving Person, (v) in the case of any such transactions with a Domestic Subsidiary, a Domestic Subsidiary shall be the surviving Person, (w) in the case of any such transactions with a Loan Party, a Loan Party shall be the surviving Person, (x) Borrower Representative gives Administrative Agent at least 15 days’ prior written notice of such merger or consolidation, (y) no Default or an Event of Default hereunder; has occurred and is continuing either before or after giving effect to that transaction, and (z) the Lenders’ rights in any Collateral, including the existence, perfection and priority of any Lien thereon, are not adversely affected by that merger or consolidation, (ii) the business to be acquired predominantly involves Permitted Acquisitions, (Aiii) the collectionPermitted Asset Dispositions, transfer, hauling, disposal or recycling of solid waste or thermal soil remediation, or and (Biv) other lines of businesses currently engaged in, or related, associated, complementary or supplementary thereto, whether from an operational, business, financial, technical or administrative standpoint; provided that the Company or its Subsidiaries may purchase or IPO by Ultimate Holdings otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any Persons in unrelated businesses, not to exceed a total aggregate amount after the Effective Date of $400,000,000. Notwithstanding anything herein to the contrary, the ability of the Subsidiaries of the Company to incur any Indebtedness in connection with any transaction permitted pursuant to this Section 8.4 shall be governed by Section 8.1. 50hereunder.

Mergers, Consolidations, Sales. (a) Neither Company nor any Subsidiary shall Other than as previously disclosed to ------------------------------ the Bank in writing, not be a party to, or permit any Subsidiary to be a party to, any merger, amalgamation, consolidation, Division consolidation or exchange of stock unless the Company shall be the surviving entity with respect to any such transaction to which the Company is a party and the Guarantor shall be the survivor of any merger or amalgamation with any other Subsidiary or a Subsidiary shall be the surviving entity (and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the conditions set forth below are satisfied)stock, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership partnership or joint venture or other interest in, any other Person except as otherwise provided in this Section 8.4. Notwithstanding the foregoingPerson, the Company and its Subsidiaries may purchase or otherwise acquire sell, transfer, convey or lease all or substantially all any substantial part of the assets or stock of any class ofits assets, or joint venture sell or other interest inassign, with or without recourse, any Person if the following conditions have been met: receivables, except (i) the proposed transaction will not otherwise create a Default Borrower may sell or an Event assign any of Default hereunder; its receivables in respect of factoring arrangements previously disclosed in writing to the Bank and (ii) the business any Subsidiary of Borrower may merge with and into Borrower or any other Subsidiary of Borrower, provided that, with respect to be acquired predominantly involves any transaction described in this clause (ii), (A) no Event of Default shall exist or be created by the collectionconsummation of any such merger, transfer, hauling, disposal or recycling of solid waste or thermal soil remediation, or (B) other lines of businesses currently engaged in, or related, associated, complementary or supplementary thereto, whether from an operational, business, financial, technical or administrative standpoint; provided that the Company or its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock Bank shall have received forty-five (45) days' prior written notice of any class ofsuch merger, or (C) in respect of any partnership, membership or joint venture or other interest in, any Persons in unrelated businesses, not to exceed a total aggregate amount after the Effective Date of $400,000,000. Notwithstanding anything herein to the contrary, the ability of the such merger between two Subsidiaries of the Company Borrower, the surviving entity shall be a wholly-owned Subsidiary of the Borrower and (D) the Bank shall have received such agreements, documents and instruments as the Bank reasonably shall require (x) to incur any Indebtedness preserve the validity and priority of the Liens in favor of the Bank on the Property transferred to the surviving entity in connection with such merger and (y) in connection with any transaction permitted pursuant to this Section 8.4 shall be governed by Section 8.1. 50such merger, including, without limitation, certified copies of the related plan of merger and certificates of merger.

Mergers, Consolidations, Sales. of Assets and Acquisitions. Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets (whether now owned or hereafter acquired) or any Capital Stock of the Borrower or any other Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that this Section 6.05 shall not prohibit: (a) Neither Company nor any Subsidiary shall be a party to any merger, amalgamation, consolidation, Division the purchase and sale of inventory in the ordinary course of business by the Borrower or exchange of stock unless the Company shall be the surviving entity with respect to any such transaction to which the Company is a party and the Guarantor shall be the survivor of any merger or amalgamation with any other Subsidiary Subsidiary; (b) if at the time thereof and immediately after giving effect thereto no Event of Default or a Subsidiary Default shall have occurred and be the surviving entity (and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the conditions set forth below are satisfied), or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any other Person except as otherwise provided in this Section 8.4. Notwithstanding the foregoing, the Company and its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or joint venture or other interest in, any Person if the following conditions have been met: continuing (i) the proposed merger of any wholly owned Subsidiary into the Borrower in a transaction will not otherwise create a Default or an Event of Default hereunder; in which the Borrower is the surviving corporation and (ii) the merger or consolidation of any wholly owned Subsidiary into or with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary (which shall be a Domestic Subsidiary if the non- surviving person shall be a Domestic Subsidiary) or the dissolution or liquidation of a wholly owned Subsidiary, and, in the case of each of clauses (i) and (ii), no person other than the Borrower or a wholly owned Subsidiary receives any consideration; (c) the acquisition of another person or all or a substantial part of its assets if (i) the acquired person is engaged in the same business as the Borrower or another business reasonably related thereto, and (ii) at the time of and after giving effect to such acquisition, no Event of Default or Default has occurred and is continuing, and (iii) after giving effect to such acquisition, the Borrower shall be in compliance, on a pro forma basis, with Sections 6.10, 6.11 and 6.12, and (iv) such acquisition is approved by the board of directors of the acquired predominantly involves person prior to the commencement of any tender offer or the acquisition by the Borrower of any shares of Capital Stock thereof, and (v) after giving effect to such acquisition, the Borrower controls the dividend policy of the Capital Stock of the acquired person and owns at least 80 percent of the common equity thereof and (vi) (A) on the collectiondate of such acquisition and after giving effect thereto the Designated Financial Tests are satisfied on an actual and, transferunless the Borrower is relying on clause (a)(ii) of the definition of "Designated Financial Tests", hauling, disposal or recycling of solid waste or thermal soil remediationpro forma basis, or (B) the aggregate consideration paid after the Closing Date for acquisitions (other lines than acquisitions meeting the requirements of businesses currently engaged inclause (A) above) is not in excess of $10,000,000; provided, or relatedhowever, associated, complementary or supplementary thereto, whether from an operational, business, financial, technical or administrative standpoint; provided that the Company aggregate consideration paid under this clause (c) after the Closing Date for acquisition of persons not incorporated or its Subsidiaries may purchase or otherwise acquire all or substantially all organized under the laws of the assets United States of America, any State thereof or stock the District of Columbia shall not in any class of, event exceed $10,000,000 (the foregoing collectively defined as "Permitted Other Acquisitions"); (d) sales or other dispositions by the Borrower or any partnershipSubsidiary of assets (other than receivables, membership or joint venture or other interest in, any Persons in unrelated businesses, not to exceed a total aggregate amount after the Effective Date of $400,000,000. Notwithstanding anything herein except to the contrary, the ability extent disposed of the Subsidiaries of the Company to incur any Indebtedness incidentally in connection with any transaction an asset disposition otherwise permitted pursuant to this Section 8.4 hereby), for consideration in an aggregate amount not exceeding $25,000,000; provided, however, that (i) each such disposition shall be governed for a consideration determined in good faith by the board of directors or senior management of the Borrower to be at least equal to the fair market value (if any) of the asset sold, (ii) the aggregate amount of all non-cash consideration included in the proceeds of any such disposition may not exceed 20 percent of the fair market value of such proceeds (provided that obligations of the type referred to in clause (a) of the definition of "Permitted Investments" shall not be deemed non-cash proceeds if such obligations are promptly sold for cash and the proceeds of such sale are included in the calculation of Net Proceeds from such sale), (iii) the aggregate Net Proceeds of all such dispositions under this clause (f) shall be applied in accordance with Section 8.12.13(b), and (iv) no Default or Event of Default shall have occurred and be continuing immediately prior to or after such disposition. 50SECTION 6.06.