Common use of Restricted Payments; Certain Payments of Indebtedness Clause in Contracts

Restricted Payments; Certain Payments of Indebtedness. (a) The Canadian Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) The Canadian Borrower may make customary Restricted Payments to the extent necessary to permit any Parent Company: (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers and/or consultants of any Parent Company) and franchise fees and Taxes and similar fees, Taxes and expenses required to enable such Parent Company to maintain its organizational existence or qualification to do business, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company and its subsidiaries (but excluding the portion of such amount that is attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers and their subsidiaries); (B) [reserved]; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent such expenses are attributable to any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers and/or their subsidiaries); (D) for the payment of insurance premiums to the extent attributable to any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers and/or their subsidiaries), the Borrowers and their subsidiaries; (E) to pay (x) fees and expenses related to debt or equity offerings, investments or acquisitions permitted or not restricted by this Agreement (whether or not consummated) and (y) Public Company Costs; (F) to finance any Investment permitted under Section 6.06 (provided, that (x) any Restricted Payment under this clause (a)(i)(F) shall be made substantially concurrently with the closing of such Investment, (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to the Borrowers or one or more of their Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrowers or one or more of their Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.06 as if undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiary and (z) such Investment shall not build the Available Amount); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance and other benefits are attributable and reasonably allocated to the operations of the Borrowers and/or their subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Canadian Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement or other acquisition or retirement for value of Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any Borrower or any subsidiary: (A) with Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect of promissory notes issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any Borrower or any subsidiary) in an aggregate amount not to exceed the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period in any Fiscal Year, which, if not used in any Fiscal Year, may be carried forward to the next two succeeding Fiscal Years; (B) with the proceeds of any sale or issuance of Qualified Capital Stock of any Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to any Borrower or any Restricted Subsidiary); or (C) with the net proceeds of any key-man life insurance policies; (iii) the Canadian Borrower may make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(B); (iv) the Canadian Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of any Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub clause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Canadian Borrower may repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) the Canadian Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) fees and expenses under the Management Agreement subject to the restrictions set forth in, and in an amount not to exceed the amount set forth in, Section 6.09(f)(i); (vii) the Canadian Borrower may make Restricted Payments, the proceeds of which are applied (i) on the Closing Date, solely to effect the consummation of the Transactions and (ii) on and after the Closing Date, to satisfy any payment obligations owing under the Share Purchase Agreement (including payment of working capital, purchase price adjustments and/or deferred transaction fees) and to pay Transaction Costs, in each case, with respect to the Transactions; (viii) so long as no Event of Default exists, following the consummation of a Qualifying IPO, the Canadian Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in an amount equal to the sum of (A) 6% per annum of the net Cash proceeds received by or contributed to the Canadian Borrower from such Qualifying IPO and (B) 5% of the market capitalization at the time of such Qualifying IPO; (ix) the Canadian Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of any Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of sub clauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to any Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of any Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrowers and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (x) to the extent constituting a Restricted Payment, the Canadian Borrower may consummate any transaction permitted by Section 6.06 (other than Sections 6.06(j) and (t)), and Section 6.09 (other than Section 6.09(d)); (xi) so long as no Event of Default exists or would result therefrom, the Canadian Borrower may make additional Restricted Payments in an aggregate amount not to exceed the greater of US$21,000,000 and 20% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period minus (A) the amount of Restricted Debt Payments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.04(b)(iv), minus (B) the outstanding amount of Investments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii); (xii) the Canadian Borrower may pay any dividend or consummate any redemption within 60 days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend or redemption notice would have complied with the provisions hereof; (xiii) the Canadian Borrower may make additional Restricted Payments so long as (A) no Event of Default exists or would result therefrom and (B) the First Lien Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.00:1.00; and (xiv) each Restricted Subsidiary may make Restricted Payments to any Borrower and other Restricted Subsidiaries of any Borrower (and, in the case of a Restricted Payment by a non-Wholly Owned Subsidiary that is a Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary, as compared to the other owners of Capital Stock in such Restricted Subsidiary, on a pro rata or more than pro rata basis based on their ownership interests of the relevant class of Capital Stock). (b) The Borrowers shall not, nor shall they permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other property) on or in respect of principal of or interest on (x) any Junior Lien Indebtedness or (y) any Junior Indebtedness (such Indebtedness under clauses (x) and (y), collectively, the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to its scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt permitted hereunder made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted by Section 6.01(p); (ii) payments as part of an “applicable high yield discount obligation” catch- up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due in respect of any Restricted Debt, except for any payments with respect to any Subordinated Indebtedness that are prohibited by the subordination provisions thereof; (iv) so long as no Event of Default exists or would result therefrom, additional Restricted Debt Payments in an aggregate amount not to exceed the greater of US$21,000,000 and 20% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, minus (A) the amount of Restricted Payments made by the Borrowers in reliance on Section 6.04(a)(xi) and (B) the outstanding amount of Investments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of any Borrower and/or any Restricted Subsidiary and/or any capital contribution in respect of Qualified Capital Stock of any Borrower or any Restricted Subsidiary, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of any Borrower and/or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.01; (vi) Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that either Borrower elects to apply to this clause (vi)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Debt Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that either Borrower elects to apply to this clause (vi)(B); (vii) additional Restricted Debt Payments; provided, that (A) both before and after giving effect thereto on a Pro Forma Basis, no Event of Default exists and (B) the First Lien Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.25:1.00.

Restricted Payments; Certain Payments of Indebtedness. (a) The Canadian Parent Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) The Canadian the Parent Borrower may make customary Restricted Payments to the extent necessary to permit any Parent Company: (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses, expenses to prepare any Tax returns or defend any Tax claims, and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers and/or consultants of any Parent Company) and franchise fees and Taxes and similar fees, Taxes and expenses required to enable such Parent Company to maintain its organizational existence or qualification to do business, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company and its subsidiaries (but excluding the portion of such amount that is attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Parent Borrower and their its subsidiaries); (B) [reserved]to pay scheduled and overdue interest and payments as part of an AHYDO catch-up payment, in each case, in respect of any Indebtedness of any Parent Company to the extent the Net Proceeds thereof were contributed to the Parent Borrower; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent such expenses are attributable to any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Parent Borrower and/or their its subsidiaries), the Parent Borrower and its subsidiaries; (D) for the payment of insurance premiums to the extent attributable to any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Parent Borrower and/or their its subsidiaries), the Borrowers Parent Borrower and their its subsidiaries; (E) to pay (x) fees and expenses related to debt or equity offeringsofferings by any Parent Company, investments or acquisitions permitted or not restricted by this Agreement (whether or not consummated) and (y) Public Company Costs; (F) to finance any Investment permitted under Section 6.06 (provided, provided that (x) any Restricted Payment under this clause (a)(i)(F) shall be made substantially concurrently with the closing of such Investment, Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to the Borrowers Parent Borrower or one or more of their its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrowers Parent Borrower or one or more of their its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.06 as if undertaken as a direct Investment by the relevant Parent Borrower or the relevant Restricted Subsidiary and (z) such Investment shall not build the Available AmountSubsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrowers Parent Borrower and/or their its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Canadian Parent Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement or other acquisition or retirement for value of Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any the Parent Borrower or any subsidiary: (A) in accordance with Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect terms of promissory notes issued pursuant to evidence any obligation Section 6.01(o), so long as the aggregate amount of all Cash payments made in respect of such promissory notes, together with the aggregate amount of Restricted Payments made pursuant to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant sub-clause (or any Affiliate or Immediate Family Member thereofD) of this clause (ii) below, does not exceed in any Parent Company, any Borrower or any subsidiary) in an aggregate amount not to exceed Fiscal Year the greater of US$11,000,000 $25,000,000 and 1012.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period in any Fiscal YearEBITDA, which, if not used in any Fiscal Year, may be carried forward to the next two succeeding subsequent Fiscal Years; (B) with the proceeds of any sale or issuance of Qualified the Capital Stock of any the Parent Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to any the Parent Borrower or any Restricted Subsidiary); or; (C) with the net proceeds of any key-man life insurance policies; or (D) with Cash and Cash Equivalents in an amount not to exceed in any Fiscal Year, together with the aggregate amount of all cash payments made pursuant to sub-clause (A) of this clause (ii) in respect of promissory notes issued pursuant to Section 6.01(o), the greater of $25,000,000 and 12.0% of Consolidated Adjusted EBITDA, which, if not used in any Fiscal Year, may be carried forward to subsequent Fiscal Years; (iii) the Canadian Parent Borrower may make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Canadian Parent Borrower elects to apply to this clause (iii)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(Biii); (iv) the Canadian Parent Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of any the Parent Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub sub-clause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Canadian Parent Borrower may repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of of, or Tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) (A) for any taxable period (or portion thereof) that a Parent Company is treated as a corporation for U.S. federal income tax purposes and for which a Borrower and/or any of its subsidiaries are members (or are pass-through entities of such members) of a consolidated, combined, unitary or similar income Tax group for U.S. federal, state, local or foreign income Tax purposes (a “Tax Group”) for which a parent is the Canadian common parent, the Parent Borrower may pay (or make Restricted Payments to allow such parent to pay the portion of any Parent Company to payU.S. federal, state, local or foreign income Taxes (as applicable) fees and expenses under the Management Agreement subject of such parent for such taxable period that are attributable to the restrictions set forth in, and in an income of the Parent Borrower and/or its applicable subsidiaries; provided that the aggregate amount of such distributions shall not to exceed the aggregate Taxes the Parent Borrower and/or its subsidiaries, as applicable, would be required to pay in respect of such U.S. federal, state, local and foreign Taxes on a stand-alone consolidated basis for such taxable period; provided further that the amount set forth inof such distributions with respect to any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid by such Unrestricted Subsidiary to a Borrower or any of its Restricted Subsidiaries for such purpose and (B) without duplication of amounts payable under clause (A), Section 6.09(f)(i)the Parent Borrower may make Restricted Payments to pay the Taxes of such Tax Group attributable to the Performance Chemicals Sale; (vii) to the Canadian extent constituting Restricted Payments, the Parent Borrower may make Restricted Payments, Payments to consummate the proceeds of which are applied (i) on the Closing Date, solely to effect the consummation of the Transactions and (ii) on and after the Closing Date, to satisfy any payment obligations owing under the Share Purchase Agreement (including payment of working capital, purchase price adjustments and/or deferred transaction fees) Permitted Restructuring and to pay Transaction Costs, in each case, with respect to the Transactions; (viii) so long as no Event of Default exists, following exists at the consummation time of a Qualifying IPO, declaration of such Restricted Payment the Canadian Parent Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in not to exceed an aggregate amount per annum equal to the sum of (A) 6% per annum of the net Cash proceeds received by or contributed to the Canadian Borrower from such Qualifying IPO $30,000,000 and (B) 5an amount equal to 7% of the market capitalization at the time of such Qualifying IPOMarket Capitalization; (ix) the Canadian Parent Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of any the Parent Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of sub clauses subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to any the Parent Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of any the Parent Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrowers Parent Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a the Parent Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (x) to the extent constituting a Restricted Payment, the Canadian Parent Borrower may consummate any transaction permitted by Section 6.06 (other than Sections 6.06(j) and (t)), Section 6.07 (other than Section 6.07(g)) and Section 6.09 (other than Section 6.09(d)); (xi) so long as no Event of Default exists or would result therefrom, the Canadian Parent Borrower may make additional Restricted Payments in an aggregate amount not to exceed the greater of US$21,000,000 $71,000,000 and 2035.0% of Consolidated Adjusted EBITDA minus the sum of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period minus (A) the amount of any amounts under this Section 6.04(a)(xi) reallocated to make Restricted Debt Payments made by any Borrower or any Restricted Subsidiary in reliance on pursuant to Section 6.04(b)(iv), minus ) (B) the outstanding amount of any amounts under this Section 6.04(a)(xi) reallocated to make Investments made by pursuant to Section 6.06(q), and (C) any Borrower or any Restricted Subsidiary in reliance on amounts under this Section 6.06(q)(ii6.04(a)(xi) reallocated to incur Indebtedness pursuant to Section 6.01(u) (which may be further reallocated as provided therein); (xii) the Canadian Parent Borrower may pay any dividend or consummate any redemption within 60 sixty (60) days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend or redemption notice would have complied with the provisions hereof; (xiii) the Canadian Parent Borrower may make additional Restricted Payments so long as (A) no Event of Default exists or would result therefrom and (B) the First Lien Total Leverage Ratio, calculated on a Pro Forma BasisBasis at the time of declaration thereof, would not exceed 4.00:1.00; and4.50:1.00; (xiv) each Restricted Subsidiary the Parent Borrower may make Restricted Payments to enable any Borrower and other Parent Company to make Restricted Subsidiaries of any Borrower (and, Payments solely in the case Qualified Capital Stock of a such Parent Company; (xv) the Parent Borrower may make Restricted Payment by a non-Wholly Owned Subsidiary that is a Payments (A) to pay amounts permitted under Section 6.09(f), (g), (h), (i), (k) and (m) and (B) otherwise in an amount not to exceed $500,000 per calendar year; (xvi) the Parent Borrower may make Restricted Subsidiary, to Payments in the Borrower and any other Restricted Subsidiary, as compared to the other owners form of Capital Stock in such of, or Indebtedness owed to Holdings, the Parent Borrower or a Restricted SubsidiarySubsidiary by, on a pro rata Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are Cash and Cash Equivalents (except to the extent constituting proceeds from the Disposition of all or more than pro rata basis based on their ownership interests substantially all of the relevant class assets of Capital Stocksuch Unrestricted Subsidiary) and/or intellectual property material (as determined by the Parent Borrower in good faith) to the business of the Parent Borrower and its Restricted Subsidiaries, taken as a whole); and (xvii) the Parent Borrower may make Restricted Payments in an aggregate amount not to exceed $450,000,000 (the “Special Dividend”). (b) The Borrowers Parent Borrower shall not, nor shall they it permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other property) on or in respect of principal of or interest on (x) any Junior Lien Indebtedness or (y) any Junior Indebtedness Subordinated Indebtedness, in each cases of clauses (x) and (y), with an individual outstanding principal amount in excess of the Threshold Amount (such Indebtedness under clauses (x) and (y), collectivelyin each case, with an individual outstanding principal amount in excess of the Threshold Amount, the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to its scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt permitted hereunder made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted by Section 6.01 (except to the extent subject to clause (iv)(C) of the proviso to Section 6.01(p)); (ii) payments as part of an “applicable high yield discount obligation” catch- AHYDO catch-up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due in respect of any Restricted Debt, except for any payments with respect to any such Subordinated Indebtedness that are prohibited by the subordination provisions thereof; (iv) so long as as, at the time of delivery of irrevocable notice with respect thereto, no Event of Default exists or would result therefrom, additional Restricted Debt Payments in an aggregate amount not to exceed (i) the sum of (A) the greater of US$21,000,000 $71,000,000 and 2035.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, minus (AB) the amount of Restricted Payments made by the Borrowers in reliance on any amounts reallocated to this Section 6.04(b)(iv) from Section 6.04(a)(xi) and Section 6.06(q), minus (Bii) the outstanding amount of any amounts reallocated from this Section 6.04(b)(iv) to make Investments made by any Borrower or any Restricted Subsidiary in reliance on pursuant to Section 6.06(q)(ii6.06(q); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of any the Parent Borrower and/or any Restricted Subsidiary and/or any capital contribution in respect of Qualified Capital Stock of any the Parent Borrower or any Restricted Subsidiary, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of any the Parent Borrower and/or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.01; (vi) Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that either the Parent Borrower elects to apply to this clause (vi)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Debt Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that either Borrower elects to apply to this clause (vi)(Bvi); (vii) additional Restricted Debt Payments; provided, that (A) both before and after giving effect thereto on a Pro Forma Basis, no Event of Default exists and (B) the First Lien Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.25:1.00.

Restricted Payments; Certain Payments of Indebtedness. (a) The Canadian No Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) The Canadian Borrower the Borrowers may make customary Restricted Payments to the extent necessary to permit any Parent Company (and so long as such amounts are promptly applied by such Parent Company:): (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers and/or consultants of any Parent Company) and franchise fees and Taxes and similar fees, Taxes and expenses required to enable such Parent Company to maintain its organizational existence or qualification to do business, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company and its subsidiaries (but excluding the portion of such amount that is attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers and their subsidiaries); (B) [reserved]to discharge the consolidated combined, unitary or similar Tax liabilities of such Parent Company and its subsidiaries when and as due determined without taking into account adjustments pursuant to Section 743 of the Code and using an assumed uniform tax rate, and to the extent such liabilities are attributable to the Parent Company’s direct or indirect ownership of the Borrowers and their subsidiaries; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent such expenses are attributable to any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers and/or their subsidiaries), the Borrowers and their subsidiaries; (D) for the payment of insurance premiums to the extent attributable to any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Borrower Representative and/or their its subsidiaries), the any Borrowers and their its subsidiaries; (E) to pay (x) fees and expenses related to debt or equity offerings, investments or acquisitions permitted or not restricted by this Agreement (whether or not consummated) relating to any Borrower and its Restricted Subsidiaries and (y) Public Company Costs; (F) to finance any Investment permitted under Section 6.06 (provided, provided that (x) any Restricted Payment under this clause (a)(i)(F) shall be made substantially concurrently with the closing of such Investment, Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to the Borrowers a Borrower or one or more of their its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrowers a Borrower or one or more of their its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.06 as if undertaken as a direct Investment by the relevant such Borrower or the relevant Restricted Subsidiary and (z) such Investment shall not build the Available AmountSubsidiary); and; (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrowers and/or their subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; and (H) to pay costs, expenses and fees associated with litigation or governmental proceedings, investigations or inquires, in each case to the extent such costs, expenses and fees are attributable and reasonably allocated to the operations of the Borrowers and/or their subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; provided, that with respect to Restricted Payments under clauses (A), (B), (C), (D), (G) and (H) above, such Restricted Payments that are attributable to any Unrestricted Subsidiary shall be permitted only to the extent that either (x) such Unrestricted Subsidiary has made one or more cash distributions, advances or loans to a Borrower or any of its Restricted Subsidiaries for such purpose in an amount up to the amount of such Unrestricted Subsidiary’s proportionate share of such Restricted Payment or (y) the amount of any such Restricted Payment made by a Borrower on behalf of such Unrestricted Subsidiary is treated as an Investment subject to Section 6.06 hereof; (ii) the Canadian Borrower Borrowers may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement or other acquisition or retirement for value of Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any Borrower or any subsidiary: (A) with in exchange for promissory notes issued pursuant to Section 6.01(o), so long as the aggregate amount of all Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid payments made in respect of such promissory notes issued notes, together with the aggregate amount of Restricted Payments made pursuant to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant sub-clause (or any Affiliate or Immediate Family Member thereofD) of any Parent Companythis clause (ii) below, any Borrower or any subsidiary) in an aggregate amount does not to exceed the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period $10,000,000 in any Fiscal Year, which, if not used in any Fiscal Year, may be carried forward to the next two succeeding subsequent Fiscal YearsYear; (B) with the proceeds of any sale or issuance of Qualified the Capital Stock of any Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to any Borrower or any Restricted Subsidiary); or; (C) with the net proceeds of any key-man life insurance policies; or (D) with Cash and Cash Equivalents in an amount not to exceed, together with the aggregate amount of all cash payments made pursuant to sub-clause (A) of this clause (ii) in respect of promissory notes issued pursuant to Section 6.01(o), $10,000,000 in any Fiscal Year, which, if not used in any Fiscal Year, may be carried forward to the next subsequent Fiscal Year; (iii) so long as no Event of Default then exists or would result therefrom, the Canadian Borrower Borrowers may make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Canadian such Borrower elects to apply to this clause (iii)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Canadian such Borrower elects to apply to this clause (iii)(B); provided that, in the case of clause (A) above, the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 3.00:1.00; (iv) the Canadian Borrower Borrowers may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of any Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub sub-clause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Canadian Borrower Borrowers may repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) the Canadian Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) fees and expenses under the Management Agreement subject to the restrictions set forth in, and in an amount not to exceed the amount set forth in, Section 6.09(f)(i); (vii) the Canadian Borrower Borrowers may make Restricted Payments, the proceeds of which are applied (i) on the Closing Date, solely to effect the consummation of the Transactions and (ii) on and after the Closing Date, to satisfy any payment obligations owing under the Share Purchase Agreement (including payment of working capital, purchase price adjustments and/or deferred transaction fees) and to pay the Transaction Costs, in each case, with respect to the TransactionsDividend); (viiivii) so long as no Event of Default exists, following the consummation of a Qualifying IPO, the Canadian any Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in an amount equal to the sum of (A) 6% per annum of the net Cash proceeds received by or contributed to the Canadian Borrower from such Qualifying IPO and (B) 5% of the market capitalization at the time of such Qualifying IPOother Borrower; (ixviii) the Canadian Borrower Borrowers may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of any Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of sub clauses subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to any a Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of any Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrowers any Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (xix) to the extent constituting a Restricted Payment, the Canadian any Borrower may consummate any transaction permitted by Section 6.06 (other than Sections 6.06(j) and (t)), ) and Section 6.09 6.07 (other than Section 6.09(d6.07(g)); (xix) so long as no Event of Default exists or would result therefrom, the Canadian Borrower Borrowers may make additional other Restricted Payments in an aggregate amount not to exceed the greater $50,000,000, so long as no Event of US$21,000,000 Default shall have occurred and 20% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period minus (A) the amount of Restricted Debt Payments made by any Borrower be continuing or any Restricted Subsidiary in reliance on Section 6.04(b)(iv), minus (B) the outstanding amount of Investments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii)shall result therefrom; (xiixi) the Canadian Borrower Borrowers may pay any dividend or consummate any redemption within 60 days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend or redemption notice would have complied with the provisions hereof;; and (xiiixii) the Canadian Borrower Borrowers may make additional Restricted Payments in an aggregate amount not to exceed $100,000,000 to allow Indivior plc to repurchase, redeem and/or retire Capital Stock of Indivior plc from time to time, so long as (A) no Event of Default exists shall have occurred and be continuing or would shall result therefrom and (B) the First Lien Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.00:1.00; and (xiv) each Restricted Subsidiary may make Restricted Payments to any Borrower and other Restricted Subsidiaries of any Borrower (and, in the case of a Restricted Payment by a non-Wholly Owned Subsidiary that is a Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary, as compared to the other owners of Capital Stock in such Restricted Subsidiary, on a pro rata or more than pro rata basis based on their ownership interests of the relevant class of Capital Stock)therefrom. (b) The Borrowers shall notNeither Holdings nor any Borrower shall, nor shall they permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other property) on or in respect of principal of or interest on (x) any Junior Lien Indebtedness or (y) any unsecured Indebtedness or Junior Indebtedness (such Indebtedness under clauses (x), (y) and (yz), collectively, the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to its scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt permitted hereunder made by exchange for, or out of the proceeds of, the substantially concurrent incurrence of Refinancing Indebtedness permitted by Section 6.01(p); (ii) payments as part of an “applicable high yield discount obligation” catch- catch-up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due in respect of any Restricted Debt, except for any payments with respect to any Subordinated Indebtedness that are prohibited by the subordination provisions thereof; (iv) so long as no Event of Default exists or would result therefrom, additional Restricted Debt Payments in an aggregate amount not to exceed the greater of US$21,000,000 and 20% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, minus (A) the amount of Restricted Payments made by the Borrowers in reliance on Section 6.04(a)(xi) and (B) the outstanding amount of Investments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii)[Reserved]; (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of any Borrower and/or any Restricted Subsidiary and/or any capital contribution in respect of Qualified Capital Stock of any Borrower or any Restricted Subsidiary, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of any Borrower and/or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt to the extent that the incurrence of such additional Restricted Debt is permitted under Section 6.01;; and (vi) so long as no Event of Default exists or would result therefrom, Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that either any Borrower elects to apply to this clause (vi)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Debt Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that either any Borrower elects to apply to this clause (vi)(B); (vii) additional Restricted Debt Payments; providedprovided that, that in the case of clause (A) both before and after giving effect thereto on a Pro Forma Basisabove, no Event of Default exists and (B) the First Lien Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.25:1.003.00:1.00.

Restricted Payments; Certain Payments of Indebtedness. (a) The Canadian Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) The Canadian the Lead Borrower may make customary Restricted Payments to the extent necessary to permit any Parent Company: (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers and/or consultants of any Parent Company) and franchise fees and Taxes and similar fees, Taxes and expenses required to enable such Parent Company to maintain its organizational existence or qualification to do business, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company and its subsidiaries (but excluding the portion of such amount that is attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Borrower and their its subsidiaries); (B) [reserved]to pay scheduled and overdue interest and payments as part of an AHYDO catch-up payment, in each case, in respect of any Indebtedness of any Parent Company to the extent the Net Proceeds thereof were contributed to the Lead Borrower; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent such expenses are attributable to any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Lead Borrower and/or their its subsidiaries), the Lead Borrower and its subsidiaries; (D) for the payment of insurance premiums to the extent attributable to any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Lead Borrower and/or their its subsidiaries), the Borrowers Lead Borrower and their its subsidiaries; (E) to pay (x) fees and expenses related to debt or equity offeringsofferings by any Parent Company, investments or acquisitions permitted or not restricted by this Agreement (whether or not consummated) and (y) Public Company Costs; (F) to finance any Investment permitted under Section 6.06 (provided, provided that (x) any Restricted Payment under this clause (a)(i)(F) shall be made substantially concurrently with the closing of such Investment, Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to the Borrowers Lead Borrower or one or more of their its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrowers Lead Borrower or one or more of their its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.06 as if undertaken as a direct Investment by the relevant Lead Borrower or the relevant Restricted Subsidiary and (z) such Investment shall not build the Available AmountSubsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrowers Lead Borrower and/or their its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Canadian Lead Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement or other acquisition or retirement for value of Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any the Lead Borrower or any subsidiary: (A) in accordance with Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect terms of promissory notes issued pursuant to evidence any obligation Section 6.01(o), so long as the aggregate amount of all Cash payments made in respect of such promissory notes, together with the aggregate amount of Restricted Payments made pursuant to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant sub-clause (or any Affiliate or Immediate Family Member thereofD) of this clause (ii) below, does not exceed in any Parent Company, any Borrower or any subsidiary) in an aggregate amount not to exceed Fiscal Year the greater of US$11,000,000 $20,000,000 and 1012.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period in any Fiscal YearEBITDA, which, if not used in any Fiscal Year, may be carried forward to the next two succeeding subsequent Fiscal Years; (B) with the proceeds of any sale or issuance of Qualified the Capital Stock of any the Lead Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to any the Lead Borrower or any Restricted Subsidiary); or; (C) with the net proceeds of any key-man life insurance policies; or (D) with Cash and Cash Equivalents in an amount not to exceed in any Fiscal Year, together with the aggregate amount of all cash payments made pursuant to sub-clause (A) of this clause (ii) in respect of promissory notes issued pursuant to Section 6.01(o), the greater of $20,000,000 and 12.0% of Consolidated Adjusted EBITDA, which, if not used in any Fiscal Year, may be carried forward to subsequent Fiscal Years; (iii) the Canadian Lead Borrower may make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Canadian Lead Borrower elects to apply to this clause (iii)(Biii); (iv) the Canadian Lead Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of any the Lead Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub sub-clause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Canadian Lead Borrower may repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of of, or tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) for any taxable period (or portion thereof) that a Parent Company is treated as a corporation for U.S. federal income tax purposes and for which the Canadian Lead Borrower and/or any of its subsidiaries are members (or are pass-through entities of such members) of a consolidated, combined, unitary or similar income Tax group for U.S. federal, state, local or foreign income Tax purposes for which such Parent Company is the common parent, the Borrower may pay (or make Restricted Payments to allow any such Parent Company to paypay the portion of any U.S. federal, state, local or foreign income Taxes (as applicable) fees and expenses under the Management Agreement subject of such Parent Company for such taxable period that are attributable to the restrictions set forth inincome of the Lead Borrower and/or its applicable subsidiaries; provided that, and in an the aggregate amount of such distributions shall not to exceed the aggregate Taxes the Lead Borrower and/or its subsidiaries, as applicable, would be required to pay in respect of such U.S. federal, state, local and foreign Taxes on a stand-alone basis for such taxable period; provided further that the amount set forth in, Section 6.09(f)(i)of such distributions with respect to any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid by such Unrestricted Subsidiary for such purpose; (vii) the Canadian Lead Borrower may make Restricted Payments, Payments to consummate the proceeds of which are applied (i) Transactions on the Closing Date and to the extent not paid on the Closing Date, solely thereafter to effect the consummation of the Transactions pay working capital and (ii) on and after the Closing Date, to satisfy any payment obligations owing under the Share Purchase Agreement (including payment of working capital, purchase price adjustments and/or deferred transaction fees) and to pay other payment obligations under the Merger Agreement and Transaction Costs, in each case, with respect to the Transactions; (viii) so long as no Event of Default existsexists at the time of declaration of such Restricted Payment, following the consummation of a the first Qualifying IPO, the Canadian Lead Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in an amount equal to the sum of (A) 6% per annum of the net Cash proceeds received by or contributed to the Canadian Lead Borrower from such Qualifying IPO and (B) 5% of the market capitalization at the time of such any Qualifying IPO; (ix) the Canadian Lead Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of any the Lead Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of sub clauses subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to any the Lead Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of any the Lead Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrowers Lead Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a the Lead Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (x) to the extent constituting a Restricted Payment, the Canadian Lead Borrower may consummate any transaction permitted by Section 6.06 (other than Sections 6.06(j) and (t)), Section 6.07 (other than Section 6.07(g)) and Section 6.09 (other than Section 6.09(d)); (xi) so long as no Event of Default exists or would result therefrom, the Canadian Lead Borrower may make additional Restricted Payments in an aggregate amount not to exceed the greater of US$21,000,000 $40,000,000 and 2025.0% of Consolidated Adjusted EBITDA minus the sum of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period minus (Ai) the amount of any amounts under this Section 6.04(a)(xi) reallocated to make Restricted Debt Payments made by any Borrower or any Restricted Subsidiary in reliance on pursuant to Section 6.04(b)(iv6.04(b)(iv)(B), minus (Bii) the outstanding amount of any amounts under this Section 6.04(a)(xi) reallocated to make Investments made by pursuant to Section 6.06(q), and (iii) any Borrower or any Restricted Subsidiary in reliance on amounts under this Section 6.06(q)(ii6.04(a)(xi) reallocated to incur Indebtedness pursuant to Section 6.01(u); (xii) the Canadian Lead Borrower may pay any dividend or consummate any redemption within 60 days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend or redemption notice would have complied with the provisions hereof; (xiii) the Canadian Lead Borrower may make additional Restricted Payments so long as (A) no Event of Default exists or would result therefrom and (B) the First Lien Leverage RatioPayment Conditions applicable to Restricted Payments have been satisfied, calculated on a Pro Forma Basis, would not exceed 4.00:1.00; and; (xiv) each Restricted Subsidiary the Lead Borrower may make Restricted Payments to enable any Borrower and other Parent Company to make Restricted Subsidiaries of any Borrower (and, Payments solely in the case of a Restricted Payment by a non-Wholly Owned Subsidiary that is a Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary, as compared to the other owners of Qualified Capital Stock in of such Parent Company; and (xv) the Lead Borrower may make Restricted Subsidiary, on a pro rata or more than pro rata basis based on their ownership interests of the relevant class of Capital StockPayments to pay amounts permitted under Section 6.09 (f) and (g). (b) The Borrowers Holdings and the Lead Borrower shall not, nor shall they permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other property) on or in respect of principal of or interest on (x) any Junior Lien Indebtedness or Indebtedness, (y) any Junior Subordinated Indebtedness or (z) solely to the extent proceeds of Revolving Loans are being used to make such payment, unsecured Indebtedness, in each cases of clauses (x), (y) and (z), with an individual outstanding principal amount in excess of the Threshold Amount (such Indebtedness under clauses (x), (y) and (yz), collectivelyin each case, with an individual outstanding principal amount in excess of the Threshold Amount, the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to its scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt permitted hereunder made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted by Section 6.01 (except to the extent subject to clause (iv)(C) of the proviso to Section 6.01(p); (ii) payments as part of an “applicable high yield discount obligation” catch- AHYDO catch-up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due in respect of any Restricted Debt, except for any payments with respect to any such Subordinated Indebtedness that are prohibited by the subordination provisions thereof; (iv) so long as as, at the time of delivery of irrevocable notice with respect thereto, no Event of Default exists or would result therefrom, additional Restricted Debt Payments in an aggregate amount not to exceed (i) the sum of (A) the greater of US$21,000,000 $40,000,000 and 2025.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, minus (AB) the amount of Restricted Payments made by the Borrowers in reliance on any amounts reallocated to this Section 6.04(b)(iv) from Section 6.04(a)(xi) and Section 6.06(q), minus (Bii) the outstanding amount of any amounts reallocated from Section 6.04(b)(iv)(A) to make Investments made by any Borrower or any Restricted Subsidiary in reliance on pursuant to Section 6.06(q)(ii6.06(q); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of any the Lead Borrower and/or any Restricted Subsidiary and/or any capital contribution in respect of Qualified Capital Stock of any the Lead Borrower or any Restricted Subsidiary, in each case, other than any amounts constituting a Cure Amount, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of any the Lead Borrower and/or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.01; (vi) Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that either Borrower elects to apply to this clause (vi)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Debt Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that either the Lead Borrower elects to apply to this clause (vi)(Bvi); (vii) additional Restricted Debt Payments; provided, that (A) both before and after giving effect thereto on a Pro Forma Basis, no Event of Default exists and (B) the First Lien Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.25:1.00.

Restricted Payments; Certain Payments of Indebtedness. (a) The Canadian Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) The Canadian the Borrower may make customary Restricted Payments to the extent necessary to permit any Parent Company: (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses and customary wages, salary, bonus and other benefits payable to directors, officers, employees, members of management, managers consultants and/or consultants independent contractors of any Parent Company) and ), franchise fees and fees, franchise Taxes and similar fees, Taxes and expenses required to enable maintain the organizational existence of such Parent Company to maintain its organizational existence or qualification to do businessCompany, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by current or former directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company Company, plus any costs or expenses associated with complying with the requirements or regulations in connection with becoming or continuing to be a public company (including costs and its subsidiaries expenses incurred in connection with compliance with Xxxxxxxx-Xxxxx) (but excluding excluding, for the avoidance of doubt, the portion of such amount any amount, if any, that is attributable to the ownership or operations operation of any subsidiary of any Parent Company other than Holdings, the Borrowers and their Borrower and/or its subsidiaries); (B) [reserved]to the extent applicable, to make Tax Distributions; (C) to pay audit and other accounting and reporting expenses of at such Parent Company to the extent such expenses are attributable relating to the ownership or operations of any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than Holdings, the Borrowers Borrower and/or their its subsidiaries), Holdings, the Borrower and/or its subsidiaries; (D) for the payment of insurance premiums to the extent attributable relating to the ownership or operations of any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than Holdings, the Borrowers Borrower and/or their its subsidiaries), Holdings, the Borrowers and their Borrower and/or its subsidiaries; (E) to pay (x) fees and expenses related to debt or equity offerings, investments or acquisitions permitted or not restricted by this Agreement (whether or not consummated) and (y) Public Company Costs); (F) to finance any Investment permitted under Section 6.06 (provided, provided that (x) any such Restricted Payment Payments under this clause (a)(i)(F) shall be made substantially concurrently with the closing of such Investment, Investment and (y) the relevant such Parent Company shall, promptly following the closing thereof, cause (I) all such property acquired to be contributed to the Borrowers Borrower or one or more of their Restricted its Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrowers Borrower or one or more of their Restricted its Subsidiaries, in order to consummate such Investment in compliance a manner that causes such Investment to comply with the applicable requirements of Section 6.06 as if undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiary and such Subsidiary) (z) it being agreed that such Investment contribution or merger, consolidation or amalgamation shall not build increase the Available AmountAmount or the Available Excluded Contribution Amount except to the extent in excess of such Restricted Payment made in reliance on this clause (a)(i)(F); and); (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member thereof) of any Parent Company plus any reasonable and customary indemnification claims made by current or former directors, officers, members of the foregoing) management, managers, employees or consultants of any Parent Company, to the extent such salary, bonuses, severance and other benefits or claims in respect of any of the foregoing are directly attributable and reasonably allocated to the ownership or operations of any Parent Company (but excluding, for the Borrowers avoidance of doubt, the portion of any amount, if any, that is attributable to the ownership or operation of any subsidiary of any Parent Company other than Holdings, the Borrower and/or their its subsidiaries), Holdings, the Borrower and/or its subsidiaries; and (H) without duplication of any amounts permitted under clause (a)(i)(B) of this Section 6.04, to pay any United States federal, state or local income tax liabilities of the partners in any Parent Company that are attributable to the receipt by such Parent Company of any Restricted Payment made pursuant to clause (ii) (as well as any amounts with respect to the funding of such tax liabilities) assuming such partners are subject to tax at an effective rate equal to the higher of the combined marginal effective rate of U.S. federal, state and local income tax applicable to a corporation doing business or an individual resident in New York, New York, taking account of any difference in rates applicable to ordinary income, capital gains and “qualified dividends” as such term is defined in Code Section 1(h), any available dividends-received deductions and any allowable deductions in respect of such state and local taxes in computing liability for U.S. federal income taxes; in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Canadian Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement or other acquisition or retirement for value of Capital Stock of any Parent Company or any subsidiary of the Borrower held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any the Borrower or any subsidiarysubsidiary of the Borrower: (A) in accordance with the terms of notes issued pursuant to Section 6.01(n), so long as the aggregate amount of all Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid payments made in respect of promissory notes issued such notes, together with the aggregate amount of Restricted Payments made pursuant to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant clause (or any Affiliate or Immediate Family Member thereofD) of any Parent Companythis clause (ii), any Borrower or any subsidiary) in an aggregate amount does not to exceed the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period $12,000,000 in any Fiscal Year, which, if not used in any Fiscal Year, may be carried forward to the next two succeeding subsequent Fiscal Years; (B) with the proceeds of any sale or issuance of Qualified the Capital Stock of any Borrower or any Parent Company (to the extent such proceeds that are contributed in respect of Qualified Capital Stock to any Borrower or any Restricted Subsidiary); orNot Otherwise Applied; (C) with the net proceeds of any key-man life insurance policiespolicies received during such Fiscal Year; or (D) with Cash and Cash Equivalents in an amount not to exceed, together with the aggregate amount of all Cash payments made in respect of notes issued pursuant to Section 6.01(n), $12,000,000 in any Fiscal Year, which, if not used in any Fiscal Year, may be carried forward to the next two subsequent Fiscal Years; (iii) the Canadian Borrower may make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(B)) and that is Not Otherwise Applied; (iv) the Canadian Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and or (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of any the Borrower, any Restricted Subsidiary subsidiary of the Borrower or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub clause (A) above), including demand repurchases in connection with the exercise of stock options; (v) the Canadian Borrower may repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrantsoptions, options warrants or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of such warrantsoptions, options warrants or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) the Canadian Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) fees and expenses under the Management Agreement subject to the restrictions set forth in, and in an amount not to exceed the amount set forth in, Section 6.09(f)(i); (vii) the Canadian Borrower may make Restricted Payments, Payments the proceeds of which are applied (iA) on the Closing Date, solely to effect the consummation of the Transactions and (iiB) on and after the Closing Date, to satisfy (or to enable any Parent Company to satisfy) any payment obligations owing under the Share Purchase Acquisition Agreement (including as in effect on the date hereof) and the payment of working capital, purchase price adjustments and/or deferred transaction fees) and to pay any Transaction Costs, in each case, with respect to the Transactions; (viiivii) so long as no Event of Default existsshall have occurred and be continuing at the time of the declaration thereof, following the consummation of a Qualifying IPO, the Canadian Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in an amount equal of up to the sum of (A) 66.0% per annum of the net Cash proceeds received by or contributed to the Canadian Borrower from such Qualifying IPO and (B) 5% of the market capitalization at the time of any such Qualifying IPO; (ixviii) the Canadian Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of the Borrower or any Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of sub clauses subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to any the Borrower and/or any Restricted or a Subsidiary) of, Qualified Capital Stock of any the Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrowers and/or Borrower or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any the Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a the Borrower or a Restricted Subsidiary) of any the Refunding Capital Stock; (xix) to the extent constituting a Restricted Payment, the Canadian Borrower may consummate any transaction permitted by Section 6.06 (other than Sections 6.06(j) and (t)), Section 6.07 (other than Section 6.07(g)) and Section 6.09 (other than Section Sections 6.09(d) and (j)); (xix) so long as no Event of Default exists or would result therefrom, the Canadian Borrower may make additional Restricted Payments in an aggregate amount not to exceed the greater of US$21,000,000 and 20% of Consolidated Adjusted EBITDA portion, if any, of the Borrowers Floating Basket Amount on the relevant date of determination that the Borrower elects to apply pursuant to this clause (x); (xi) the Borrower may make additional Restricted Payments so long as at the time of the declaration thereof, (A) no Default or Event of Default exists or would result therefrom and their Restricted Subsidiaries for (B) the Total Leverage Ratio would not exceed 3.30:1.00 calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period minus for which financial statements have been delivered pursuant to Section 5.01(a) or (A) the amount of Restricted Debt Payments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.04(b)(ivb), minus (B) the outstanding amount of Investments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii);as applicable; and (xii) the Canadian Borrower may pay any dividend or consummate any redemption within 60 days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend or redemption notice would have complied with the provisions hereof; (xiii) the Canadian Borrower may make additional Restricted Payments so long as (A) no Event of Default exists or would result therefrom and (B) the First Lien Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.00:1.00; and (xiv) each Restricted Subsidiary may make Restricted Payments to any Borrower and other Restricted Subsidiaries of any Borrower (and, in the case of a Restricted Payment by a non-Wholly Owned Subsidiary that is a Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary, as compared to the other owners of Capital Stock in such Restricted Subsidiary, on a pro rata or more than pro rata basis based on their ownership interests of the relevant class of Capital Stock). (b) The Borrowers Borrower shall not, nor shall they it permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other property) property on or in respect of principal of or interest on (x) any Junior Lien Indebtedness or (y) any Junior Indebtedness (such Indebtedness under clauses (x) and (y), collectivelyIndebtedness, the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to its scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any the purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt permitted hereunder made by exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness Restricted Debt permitted by Section 6.01(p)6.01; (ii) payments as part of an “applicable high yield discount obligation” catch- catch-up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due in respect of any Restricted Debt, except for any Debt (other than payments with respect to any Subordinated Indebtedness that are prohibited by the subordination provisions thereof); (iv) so long as no Event of Default exists or would result therefrompayments with respect to intercompany Indebtedness between the Borrower and its Subsidiaries permitted under Section 6.01, additional Restricted Debt Payments in an aggregate amount not subject to exceed the greater of US$21,000,000 and 20% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, minus (A) the amount of Restricted Payments made by the Borrowers in reliance on Section 6.04(a)(xi) and (B) the outstanding amount of Investments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii)subordination provisions applicable thereto; (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, of Capital Stock of any Parent Company or Qualified Capital Stock of the Borrower or any Subsidiary Guarantor (other than issuances to the Borrower and/or any Restricted Subsidiary or a Subsidiary) and/or any capital contribution in respect of Qualified Capital Stock of any Borrower or any Restricted Subsidiarythe Borrower, in each case, that are Not Otherwise Applied in reliance on the Available Amount, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of any Parent Company, the Borrower and/or or any Restricted Subsidiary Guarantor, in each case, that are Not Otherwise Applied in reliance on the Available Amount and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.01; (vi) Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that either the Borrower elects to apply to this clause (vi)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Debt Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that either the Borrower elects to apply to this clause (vi)(B);) and that is Not Otherwise Applied; and (vii) (A) additional Restricted Debt Payments in an aggregate amount not to exceed the portion, if any, of the Floating Basket Amount on the relevant date of determination that the Borrower elects to apply pursuant to this clause (vii)(A), (B) additional Restricted Debt Payments in an aggregate amount not to exceed the greater of $38,500,000 and 4.40% of Consolidated Total Assets as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable and (C) so long as Event of Default exists at the time of delivery of notice with respect thereof or would result therefrom, additional Restricted Debt Payments; providedprovided that in the case of Restricted Debt Payments made pursuant to this clause (C), that (A) both before and after giving effect thereto on a Pro Forma Basisat the time of delivery of notice with respect thereto, no Event of Default exists and (B) the First Lien Total Leverage Ratio, Ratio would not exceed 3.90:1.00 calculated on a Pro Forma BasisBasis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), would not exceed 4.25:1.00as applicable, prior to such time.

Restricted Payments; Certain Payments of Indebtedness. (a) The Canadian Parent Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) The Canadian the Parent Borrower may make customary Restricted Payments to the extent necessary to permit any Parent Company: (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses, expenses to prepare any Tax returns or defend any Tax claims, and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers and/or consultants of any Parent Company) and franchise fees and Taxes and similar fees, Taxes and expenses required to enable such Parent Company to maintain its organizational existence or qualification to do business, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company and its subsidiaries (but excluding the portion of such amount that is attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Parent Borrower and their its subsidiaries); (B) [reserved]to pay scheduled and overdue interest and payments as part of an AHYDO catch-up payment, in each case, in respect of any Indebtedness of any Parent Company to the extent the Net Proceeds thereof were contributed to the Parent Borrower; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent such expenses are attributable to any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Parent Borrower and/or their its subsidiaries), the Parent Borrower and its subsidiaries; (D) for the payment of insurance premiums to the extent attributable to any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Parent Borrower and/or their its subsidiaries), the Borrowers Parent Borrower and their its subsidiaries; (E) to pay (x) fees and expenses related to debt or equity offeringsofferings by any Parent Company, investments or acquisitions permitted or not restricted by this Agreement (whether or not consummated) and (y) Public Company Costs; (F) to finance any Investment permitted under Section 6.06 (provided, provided that (x) any Restricted Payment under this clause (a)(i)(F) shall be made substantially concurrently with the closing of such Investment, Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to the Borrowers Parent Borrower or one or more of their its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrowers Parent Borrower or one or more of their its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.06 as if undertaken as a direct Investment by the relevant Parent Borrower or the relevant Restricted Subsidiary and (z) such Investment shall not build the Available AmountSubsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrowers Parent Borrower and/or their its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Canadian Parent Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement or other acquisition or retirement for value of Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any the Parent Borrower or any subsidiary: (A) in accordance with Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect terms of promissory notes issued pursuant to evidence any obligation Section 6.01(o), so long as the aggregate amount of all Cash payments made in respect of such promissory notes, together with the aggregate amount of Restricted Payments made pursuant to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant sub-clause (or any Affiliate or Immediate Family Member thereofD) of this clause (ii) below, does not exceed in any Parent Company, any Borrower or any subsidiary) in an aggregate amount not to exceed Fiscal Year the greater of US$11,000,000 $25,000,00032,000,000 and 1012.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period in any Fiscal YearEBITDA, which, if not used in any Fiscal Year, may be carried forward to the next two succeeding subsequent Fiscal Years; (B) with the proceeds of any sale or issuance of Qualified the Capital Stock of any the Parent Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to any the Parent Borrower or any Restricted Subsidiary); or; (C) with the net proceeds of any key-man life insurance policies; or (D) with Cash and Cash Equivalents in an amount not to exceed in any Fiscal Year, together with the aggregate amount of all cash payments made pursuant to sub-clause (A) of this clause (ii) in respect of promissory notes issued pursuant to Section 6.01(o), the greater of $25,000,00032,000,000 and 12.0% of Consolidated Adjusted EBITDA, which, if not used in any Fiscal Year, may be carried forward to subsequent Fiscal Years; (iii) the Canadian Parent Borrower may make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Canadian Parent Borrower elects to apply to this clause (iii)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(Biii); (iv) the Canadian Parent Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of any the Parent Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub sub-clause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Canadian Parent Borrower may repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of of, or Tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) (A) for any taxable period (or portion thereof) that a Parent Company is treated as a corporation for U.S. federal income tax purposes and for which a Borrower and/or any of its subsidiaries are members (or are pass-through entities of such members) of a consolidated, combined, unitary or similar income Tax group for U.S. federal, state, local or foreign income Tax purposes (a “Tax Group”) for which a parent is the Canadian common parent, the Parent Borrower may pay (or make Restricted Payments to allow such parent to pay the portion of any Parent Company to payU.S. federal, state, local or foreign income Taxes (as applicable) fees and expenses under the Management Agreement subject of such parent for such taxable period that are attributable to the restrictions set forth in, and in an income of the Parent Borrower and/or its applicable subsidiaries; provided that the aggregate amount of such distributions shall not to exceed the aggregate Taxes the Parent Borrower and/or its subsidiaries, as applicable, would be required to pay in respect of such U.S. federal, state, local and foreign Taxes on a stand-alone consolidated basis for such taxable period; provided further that the amount set forth inof such distributions with respect to any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid by such Unrestricted Subsidiary to a Borrower or any of its Restricted Subsidiaries for such purpose and (B) without duplication of amounts payable under clause (A), Section 6.09(f)(i)the Parent Borrower may make Restricted Payments to pay the Taxes of such Tax Group attributable to the Performance Chemicals Sale; (vii) to the Canadian extent constituting Restricted Payments, the Parent Borrower may make Restricted Payments, Payments to consummate the proceeds of which are applied (i) on the Closing Date, solely to effect the consummation of the Transactions and (ii) on and after the Closing Date, to satisfy any payment obligations owing under the Share Purchase Agreement (including payment of working capital, purchase price adjustments and/or deferred transaction fees) Permitted Restructuring and to pay Transaction Costs, in each case, with respect to the Transactions; (viii) so long as no Event of Default exists, following exists at the consummation time of a Qualifying IPO, declaration of such Restricted Payment the Canadian Parent Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in not to exceed an aggregate amount per annum equal to the sum of (A) 6% per annum of the net Cash proceeds received by or contributed to the Canadian Borrower from such Qualifying IPO $30,000,00040,000,000 and (B) 5an amount equal to 7% of the market capitalization at the time of such Qualifying IPOMarket Capitalization; (ix) the Canadian Parent Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of any the Parent Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of sub clauses subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to any the Parent Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of any the Parent Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrowers Parent Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a the Parent Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (x) to the extent constituting a Restricted Payment, the Canadian Parent Borrower may consummate any transaction permitted by Section 6.06 (other than Sections 6.06(j) and (t)), Section 6.07 (other than Section 6.07(g)) and Section 6.09 (other than Section 6.09(d)); (xi) so long as no Event of Default exists or would result therefrom, the Canadian Parent Borrower may make additional Restricted Payments in an aggregate amount not to exceed the greater of US$21,000,000 $71,000,00095,000,000 and 2035.0% of Consolidated Adjusted EBITDA minus the sum of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period minus (A) the amount of any amounts under this Section 6.04(a)(xi) reallocated to make Restricted Debt Payments made by any Borrower or any Restricted Subsidiary in reliance on pursuant to Section 6.04(b)(iv), minus ) (B) the outstanding amount of any amounts under this Section 6.04(a)(xi) reallocated to make Investments made by pursuant to Section 6.06(q), and (C) any Borrower or any Restricted Subsidiary in reliance on amounts under this Section 6.06(q)(ii6.04(a)(xi) reallocated to incur Indebtedness pursuant to Section 6.01(u) (which may be further reallocated as provided therein); (xii) the Canadian Parent Borrower may pay any dividend or consummate any redemption within 60 sixty (60) days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend or redemption notice would have complied with the provisions hereof; (xiii) the Canadian Parent Borrower may make additional Restricted Payments so long as (A) no Event of Default exists or would result therefrom and (B) the First Lien Total Leverage Ratio, calculated on a Pro Forma BasisBasis at the time of declaration thereof, would not exceed 4.00:1.00; and4.50:1.00; (xiv) each Restricted Subsidiary the Parent Borrower may make Restricted Payments to enable any Borrower and other Parent Company to make Restricted Subsidiaries of any Borrower (and, Payments solely in the case Qualified Capital Stock of a such Parent Company; (xv) the Parent Borrower may make Restricted Payment by a non-Wholly Owned Subsidiary that is a Payments (A) to pay amounts permitted under Section 6.09(f), (g), (h), (i), (k) and (m) and (B) otherwise in an amount not to exceed $500,000 per calendar year; (xvi) the Parent Borrower may make Restricted Subsidiary, to Payments in the Borrower and any other Restricted Subsidiary, as compared to the other owners form of Capital Stock in such of, or Indebtedness owed to Holdings, the Parent Borrower or a Restricted SubsidiarySubsidiary by, on a pro rata Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are Cash and Cash Equivalents (except to the extent constituting proceeds from the Disposition of all or more than pro rata basis based on their ownership interests substantially all of the relevant class assets of Capital Stocksuch Unrestricted Subsidiary) and/or intellectual property material (as determined by the Parent Borrower in good faith) to the business of the Parent Borrower and its Restricted Subsidiaries, taken as a whole); and (xvii) the Parent Borrower may make Restricted Payments in an aggregate amount not to exceed $450,000,000 (the “Special Dividend”). (b) The Borrowers Parent Borrower shall not, nor shall they it permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other property) on or in respect of principal of or interest on (x) any Junior Lien Indebtedness or (y) any Junior Indebtedness Subordinated Indebtedness, in each cases of clauses (x) and (y), with an individual outstanding principal amount in excess of the Threshold Amount (such Indebtedness under clauses (x) and (y), collectivelyin each case, with an individual outstanding principal amount in excess of the Threshold Amount, the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to its scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt permitted hereunder made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted by Section 6.01 (except to the extent subject to clause (iv)(C) of the proviso to Section 6.01(p)); (ii) payments as part of an “applicable high yield discount obligation” catch- AHYDO catch-up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due in respect of any Restricted Debt, except for any payments with respect to any such Subordinated Indebtedness that are prohibited by the subordination provisions thereof; (iv) so long as as, at the time of delivery of irrevocable notice with respect thereto, no Event of Default exists or would result therefrom, additional Restricted Debt Payments in an aggregate amount not to exceed (i) the sum of (A) the greater of US$21,000,000 $71,000,00095,000,000 and 2035.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, minus (AB) the amount of Restricted Payments made by the Borrowers in reliance on any amounts reallocated to this Section 6.04(b)(iv) from Section 6.04(a)(xi) and Section 6.06(q), minus (Bii) the outstanding amount of any amounts reallocated from this Section 6.04(b)(iv) to make Investments made by any Borrower or any Restricted Subsidiary in reliance on pursuant to Section 6.06(q)(ii6.06(q); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of any the Parent Borrower and/or any Restricted Subsidiary and/or any capital contribution in respect of Qualified Capital Stock of any the Parent Borrower or any Restricted Subsidiary, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of any the Parent Borrower and/or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.01; (vi) Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that either the Parent Borrower elects to apply to this clause (vi)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Debt Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that either Borrower elects to apply to this clause (vi)(Bvi); (vii) additional Restricted Debt Payments; provided, that (A) both before and after giving effect thereto on a Pro Forma Basis, no Event of Default exists and (B) the First Lien Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.25:1.00.

Restricted Payments; Certain Payments of Indebtedness. (a) The Canadian Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) The Canadian the Borrower may make customary Restricted Payments to the extent necessary to permit any Parent Company: (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers and/or consultants of any Parent Company) and franchise fees and Taxes and similar fees, Taxes and expenses required to enable such Parent Company to maintain its organizational existence or qualification to do business, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company and its subsidiaries (but excluding the portion of such amount that is attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Borrower and their its subsidiaries); (B) [reserved]to pay scheduled and overdue interest and payments as part of an AHYDO catch-up payment, in each case, in respect of any Indebtedness of any Parent Company to the extent the Net Proceeds thereof were contributed to the Borrower; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent such expenses are attributable to any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Borrower and/or their its subsidiaries), the Borrower and its subsidiaries; (D) for the payment of insurance premiums to the extent attributable to any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Borrower and/or their its subsidiaries), the Borrowers Borrower and their its subsidiaries; (E) to pay (x) fees and expenses related to debt or equity offeringsofferings by any Parent Company, investments or acquisitions permitted or not restricted by this Agreement (whether or not consummated) and (y) Public Company Costs; (F) to finance any Investment permitted under Section 6.06 (provided, provided that (x) any Restricted Payment under this clause (a)(i)(F) shall be made substantially concurrently with the closing of such Investment, Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to the Borrowers Borrower or one or more of their its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrowers Borrower or one or more of their its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.06 as if undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiary and (z) such Investment shall not build the Available AmountSubsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrowers Borrower and/or their its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Canadian Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement or other acquisition or retirement for value of Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any the Borrower or any subsidiary: (A) in accordance with Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect terms of promissory notes issued pursuant to evidence any obligation Section 6.01(o), so long as the aggregate amount of all Cash payments made in respect of such promissory notes, together with the aggregate amount of Restricted Payments made pursuant to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant sub-clause (or any Affiliate or Immediate Family Member thereofD) of this clause (ii) below, does not exceed in any Parent Company, any Borrower or any subsidiary) in an aggregate amount not to exceed Fiscal Year the greater of US$11,000,000 $24,000,000 and 1014.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period in any Fiscal YearEBITDA, which, if not used in any Fiscal Year, may be carried forward to the next two succeeding subsequent Fiscal Years; (B) with the proceeds of any sale or issuance of Qualified the Capital Stock of any the Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to any the Borrower or any Restricted Subsidiary); or; (C) with the net proceeds of any key-man life insurance policies; or (D) with Cash and Cash Equivalents in an amount not to exceed in any Fiscal Year, together with the aggregate amount of all cash payments made pursuant to sub-clause (A) of this clause (ii) in respect of promissory notes issued pursuant to Section 6.01(o), the greater of $24,000,000 and 14.0% of Consolidated Adjusted EBITDA, which, if not used in any Fiscal Year, may be carried forward to subsequent Fiscal Years; (iii) the Canadian Borrower may make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(Biii); (iv) the Canadian Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of any the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub sub-clause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Canadian Borrower may repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of of, or tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) for any taxable period (or portion thereof) that a Parent Company is treated as a corporation for U.S. federal income tax purposes and for which Borrower and/or any of its subsidiaries are members (or are pass-through entities of such members) of a consolidated, combined, unitary or similar income Tax group for U.S. federal, state, local or foreign income Tax purposes for which such Parent Company is the Canadian common parent, the Borrower may pay (or make Restricted Payments to allow any such Parent Company to paypay the portion of any U.S. federal, state, local or foreign income Taxes (as applicable) fees and expenses under the Management Agreement subject of such Parent Company for such taxable period that are attributable to the restrictions set forth in, and in an income of the Borrower and/or its applicable subsidiaries; provided that the aggregate amount of such distributions shall not to exceed the aggregate Taxes the Borrower and/or its subsidiaries, as applicable, would be required to pay in respect of such U.S. federal, state, local and foreign Taxes on a stand-alone basis for such taxable period; provided further that the amount set forth in, Section 6.09(f)(i)of such distributions with respect to any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid by such Unrestricted Subsidiary for such purpose; (vii) the Canadian Borrower may make Restricted Payments, Payments to consummate the proceeds of which are applied (i) Transactions on the Closing Date and to the extent not paid on the Closing Date, solely thereafter to effect the consummation of the Transactions pay working capital and (ii) on purchase price adjustments and after the Closing Date, to satisfy any other payment obligations owing under the Share Purchase Merger Agreement (including payment of working capital, purchase price adjustments and/or deferred transaction fees) and to pay the Transaction Costs, in each case, with respect to the Transactions; (viii) so long as no Event of Default existsexists at the time of declaration of such Restricted Payment, following the consummation of a the first Qualifying IPO, the Canadian Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in an amount equal to the sum of (A) 6% per annum of the net Cash proceeds received by or contributed to the Canadian Borrower from such Qualifying IPO and (B) 5% of the market capitalization at the time of such any Qualifying IPO; (ix) the Canadian Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of any the Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of sub clauses subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to any the Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of any the Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrowers Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a the Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (x) to the extent constituting a Restricted Payment, the Canadian Borrower may consummate any transaction permitted by Section 6.06 (other than Sections 6.06(j) and (t)), Section 6.07 (other than Section 6.07(g)) and Section 6.09 (other than Section 6.09(d)); (xi) so long as no Event of Default exists or would result therefrom, the Canadian Borrower may make additional Restricted Payments in an aggregate amount not to exceed the greater of US$21,000,000 $48,000,000 and 2028.0% of Consolidated Adjusted EBITDA minus the sum of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period minus (Ai) the amount of any amounts under this Section 6.04(a)(xi) reallocated to make Restricted Debt Payments made by any Borrower or any Restricted Subsidiary in reliance on pursuant to Section 6.04(b)(iv6.04(b)(iv)(B), minus (Bii) the outstanding amount of any amounts under this Section 6.04(a)(xi) reallocated to make Investments made by pursuant to Section 6.06(q), and (iii) any Borrower or any Restricted Subsidiary in reliance on amounts under this Section 6.06(q)(ii6.04(a)(xi) reallocated to incur Indebtedness pursuant to Section 6.01(u); (xii) the Canadian Borrower may pay any dividend or consummate any redemption within 60 days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend or redemption notice would have complied with the provisions hereof; (xiii) the Canadian Borrower may make additional Restricted Payments so long as (A) no Event of Default exists or would result therefrom and (B) the First Lien Total Leverage Ratio, calculated on a Pro Forma BasisBasis at the time of declaration thereof, would not exceed 4.00:1.00; and5.50:1.00; (xiv) each Restricted Subsidiary the Borrower may make Restricted Payments to enable any Borrower and other Parent Company to make Restricted Subsidiaries of any Borrower (and, Payments solely in the case Qualified Capital Stock of a Restricted Payment by a non-Wholly Owned Subsidiary that is a Restricted Subsidiary, to such Parent Company; and (xv) the Borrower may make Restricted Payments to pay amounts permitted under Section 6.09(f) and any other Restricted Subsidiary, as compared to the other owners of Capital Stock in such Restricted Subsidiary, on a pro rata or more than pro rata basis based on their ownership interests of the relevant class of Capital Stock(g). (b) The Borrowers Holdings and the Borrower shall not, nor shall they permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other property) on or in respect of principal of or interest on (x) any Junior Lien Indebtedness Indebtedness, or (y) any Junior Indebtedness Subordinated Indebtedness, in each cases of clauses (x), and (y), with an individual outstanding principal amount in excess of the Threshold Amount (such Indebtedness under clauses (x) and (y), collectivelyin each case, with an individual outstanding principal amount in excess of the Threshold Amount, the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to its scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt permitted hereunder made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted by Section 6.01 (except to the extent subject to clause (iv)(C) of the proviso to Section 6.01(p); (ii) payments as part of an “applicable high yield discount obligation” catch- AHYDO catch-up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due in respect of any Restricted Debt, except for any payments with respect to any such Subordinated Indebtedness that are prohibited by the subordination provisions thereof; (iv) so long as as, at the time of delivery of irrevocable notice with respect thereto, no Event of Default exists or would result therefrom, additional Restricted Debt Payments in an aggregate amount not to exceed (i) the sum of (A) the greater of US$21,000,000 $48,000,000 and 2028.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, minus (AB) the amount of Restricted Payments made by the Borrowers in reliance on any amounts reallocated to this Section 6.04(b)(iv) from Section 6.04(a)(xi) and Section 6.06(q), minus (Bii) the outstanding amount of any amounts reallocated from Section 6.04(b)(iv)(A) to make Investments made by any Borrower or any Restricted Subsidiary in reliance on pursuant to Section 6.06(q)(ii6.06(q); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of any the Borrower and/or any Restricted Subsidiary and/or any capital contribution in respect of Qualified Capital Stock of any the Borrower or any Restricted Subsidiary, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of any the Borrower and/or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.01; (vi) Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that either the Borrower elects to apply to this clause (vi)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Debt Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that either Borrower elects to apply to this clause (vi)(Bvi); (vii) additional Restricted Debt Payments; provided, that (A) both before and after giving effect thereto on a Pro Forma Basis, no Event of Default exists and (B) the First Lien Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.25:1.00.

Restricted Payments; Certain Payments of Indebtedness. (a) The Canadian Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) The Canadian the Borrower may make customary Restricted Payments to the extent necessary to permit any Parent Company: (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses, expenses to prepare any Tax returns or defend any Tax claims, and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers and/or consultants of any Parent Company) and franchise fees and Taxes and similar fees, Taxes and expenses required to enable such Parent Company to maintain its organizational existence or qualification to do business, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company and its subsidiaries (but excluding the portion of such amount that is attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Borrower and their its subsidiaries); (B) [reserved]to pay scheduled and overdue interest and payments as part of an AHYDO catch-up payment, in each case, in respect of any Indebtedness of any Parent Company to the extent the Net Proceeds thereof were contributed to the Borrower; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent such expenses are attributable to any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Borrower and/or their its subsidiaries), the Borrower and its subsidiaries; (D) for the payment of insurance premiums to the extent attributable to any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Borrower and/or their its subsidiaries), the Borrowers Borrower and their its subsidiaries; (E) to pay (x) fees and expenses related to debt or equity offeringsofferings by any Parent Company, investments or acquisitions permitted or not restricted by this Agreement (whether or not consummated) and (y) Public Company Costs; (F) to finance any Investment permitted under Section 6.06 (provided, provided that (x) any Restricted Payment under this clause (a)(i)(F) shall be made substantially concurrently with the closing of such Investment, Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to the Borrowers Borrower or one or more of their its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrowers Borrower or one or more of their its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.06 as if undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiary and (z) such Investment shall not build the Available AmountSubsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrowers Borrower and/or their its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Canadian Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement or other acquisition or retirement for value of Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any the Borrower or any subsidiary: (A) in accordance with Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect terms of promissory notes issued pursuant to evidence any obligation Section 6.01(o), so long as the aggregate amount of all Cash payments made in respect of such promissory notes, together with the aggregate amount of Restricted Payments made pursuant to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant sub-clause (or any Affiliate or Immediate Family Member thereofD) of this clause (ii) below, does not exceed in any Parent Company, any Borrower or any subsidiary) in an aggregate amount not to exceed Fiscal Year the greater of US$11,000,000 $40,000,000 and 1012.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period in any Fiscal YearEBITDA, which, if not used in any Fiscal Year, may be carried forward to the next two succeeding subsequent Fiscal Years; (B) with the proceeds of any sale or issuance of Qualified the Capital Stock of any the Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to any the Borrower or any Restricted Subsidiary); or; (C) with the net proceeds of any key-man life insurance policies; or (D) with Cash and Cash Equivalents in an amount not to exceed in any Fiscal Year, together with the aggregate amount of all cash payments made pursuant to sub-clause (A) of this clause (ii) in respect of promissory notes issued pursuant to Section 6.01(o), the greater of $40,000,000 and 12.0% of Consolidated Adjusted EBITDA, which, if not used in any Fiscal Year, may be carried forward to subsequent Fiscal Years; (iii) the Canadian Borrower may make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(Biii); (iv) the Canadian Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of any the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub sub-clause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Canadian Borrower may repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of of, or Tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) for any taxable period (or portion thereof) that a Parent Company is treated as a corporation for U.S. federal income tax purposes and for which Borrower and/or any of its subsidiaries are members (or are pass-through entities of such members) of a consolidated, combined, unitary or similar income Tax group for U.S. federal, state, local or foreign income Tax purposes for which such Parent Company is the Canadian common parent, the Borrower may pay (or make Restricted Payments to allow any such Parent Company to paypay the portion of any U.S. federal, state, local or foreign income Taxes (as applicable) fees and expenses under the Management Agreement subject of such Parent Company for such taxable period that are attributable to the restrictions set forth in, and in an income of the Borrower and/or its applicable subsidiaries; provided that the aggregate amount of such distributions shall not to exceed the aggregate Taxes the Borrower and/or its subsidiaries, as applicable, would be required to pay in respect of such U.S. federal, state, local and foreign Taxes on a stand-alone basis for such taxable period; provided further that the amount set forth in, Section 6.09(f)(i)of such distributions with respect to any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid by such Unrestricted Subsidiary for such purpose; (vii) the Canadian Borrower may make Restricted Payments (A) to consummate, to the extent constituting Restricted Payments, the proceeds of which are applied (i) on the Closing Date, solely to effect the consummation of the Transactions and (iiB) on and after the Closing Date, to satisfy any payment obligations owing under the Share Purchase Agreement (including payment of working capital, purchase price adjustments and/or deferred transaction fees) and to pay Transaction Costs, in each case, with respect to the Transactions; (viii) so long as no Event of Default exists, following exists at the consummation time of a Qualifying IPO, declaration of such Restricted Payment the Canadian Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in not to exceed an aggregate amount per annum equal to the sum of (A) 6% per annum of the net Cash proceeds received by or contributed to the Canadian Borrower from such Qualifying IPO an initial public offering and (B) 5an amount equal to 7% of the market capitalization at the time of such Qualifying IPOMarket Capitalization; (ix) the Canadian Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of any the Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of sub clauses subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to any the Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of any the Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrowers Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a the Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (x) to the extent constituting a Restricted Payment, the Canadian Borrower may consummate any transaction permitted by Section 6.06 (other than Sections 6.06(j) and (t)), Section 6.07 (other than Section 6.07(g)) and Section 6.09 (other than Section 6.09(d)); (xi) so long as no Event of Default exists or would result therefrom, the Canadian Borrower may make additional Restricted Payments in an aggregate amount not to exceed the greater of US$21,000,000 $120,000,000 and 2035.0% of Consolidated Adjusted EBITDA minus the sum of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period minus (A) the amount of any amounts under this Section 6.04(a)(xi) reallocated to make Restricted Debt Payments made by any Borrower or any Restricted Subsidiary in reliance on pursuant to Section 6.04(b)(iv), minus (B) the outstanding amount of any amounts under this Section 6.04(a)(xi) reallocated to make Investments made by pursuant to Section 6.06(q), and (C) any Borrower or any Restricted Subsidiary in reliance on amounts under this Section 6.06(q)(ii6.04(a)(xi) reallocated to incur Indebtedness pursuant to Section 6.01(u) (which may be further reallocated as provided therein); (xii) the Canadian Borrower may pay any dividend or consummate any redemption within 60 sixty (60) days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend or redemption notice would have complied with the provisions hereof; (xiii) the Canadian Borrower may make additional Restricted Payments so long as (A) no Event of Default exists or would result therefrom and (B) the First Lien Total Leverage Ratio, calculated on a Pro Forma BasisBasis at the time of declaration thereof, would not exceed 4.00:1.00; and3.75:1.00; (xiv) each Restricted Subsidiary the Borrower may make Restricted Payments to enable any Borrower and other Parent Company to make Restricted Subsidiaries of any Borrower (and, Payments solely in the case Qualified Capital Stock of such Parent Company; (xv) the Borrower may make Restricted Payments (A) to pay amounts permitted under Section 6.09(f), (g), (h), (i), (k) and (m) and (B) otherwise in an amount not to exceed $500,000 per calendar year; and (xvi) the Borrower may make Restricted Payments in the form of Capital Stock of, or Indebtedness owed to Holdings, the Borrower or a Restricted Payment Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are Cash and Cash Equivalents (except to the extent constituting proceeds from the Disposition of all or substantially all of the assets of such Unrestricted Subsidiary) and/or intellectual property material (as determined by a non-Wholly Owned Subsidiary that is a Restricted Subsidiary, the Borrower in good faith) to the business of the Borrower and any other its Restricted SubsidiarySubsidiaries, taken as compared to the other owners of Capital Stock in such Restricted Subsidiary, on a pro rata or more than pro rata basis based on their ownership interests of the relevant class of Capital Stockwhole). (b) The Borrowers Borrower shall not, nor shall they it permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other property) on or in respect of principal of or interest on (x) any Junior Lien Indebtedness or (y) any Junior Indebtedness Subordinated Indebtedness, in each cases of clauses (x) and (y), with an individual outstanding principal amount in excess of the Threshold Amount (such Indebtedness under clauses (x) and (y), collectivelyin each case, with an individual outstanding principal amount in excess of the Threshold Amount, the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to its scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt permitted hereunder made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted by Section 6.01 (except to the extent subject to clause (iv)(C) of the proviso to Section 6.01(p)); (ii) payments as part of an “applicable high yield discount obligation” catch- AHYDO catch-up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due in respect of any Restricted Debt, except for any payments with respect to any such Subordinated Indebtedness that are prohibited by the subordination provisions thereof; (iv) so long as as, at the time of delivery of irrevocable notice with respect thereto, no Event of Default exists or would result therefrom, additional Restricted Debt Payments in an aggregate amount not to exceed (i) the sum of (A) the greater of US$21,000,000 $120,000,000 and 2035.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, minus (AB) the amount of Restricted Payments made by the Borrowers in reliance on any amounts reallocated to this Section 6.04(b)(iv) from Section 6.04(a)(xi) and Section 6.06(q), minus (Bii) the outstanding amount of any amounts reallocated from this Section 6.04(b)(iv) to make Investments made by any Borrower or any Restricted Subsidiary in reliance on pursuant to Section 6.06(q)(ii6.06(q); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of any the Borrower and/or any Restricted Subsidiary and/or any capital contribution in respect of Qualified Capital Stock of any the Borrower or any Restricted Subsidiary, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of any the Borrower and/or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.01; (vi) Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that either the Borrower elects to apply to this clause (vi)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Debt Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that either Borrower elects to apply to this clause (vi)(Bvi); (vii) additional Restricted Debt Payments; provided, that (A) both before and after giving effect thereto on a Pro Forma Basis, no Event of Default exists and (B) the First Lien Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.25:1.00.

Restricted Payments; Certain Payments of Indebtedness. (a) The Canadian Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) The Canadian the Borrower may make customary Restricted Payments to the extent necessary to permit any Parent Company: (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers and/or consultants of any Parent Company) and franchise fees and Taxes and similar fees, Taxes and expenses required to enable such Parent Company to maintain its organizational existence or qualification to do business, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company and its subsidiaries (but excluding the portion of such amount that is attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Borrower and their its subsidiaries); (B) [reserved]to pay scheduled and overdue interest and payments as part of an AHYDO catch-up payment, in each case, in respect of any Indebtedness of any Parent Company to the extent the Net Proceeds thereof were contributed to the Borrower; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent such expenses are attributable to any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Borrower and/or their its subsidiaries), the Borrower and its subsidiaries; (D) for the payment of insurance premiums to the extent attributable to any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Borrower and/or their its subsidiaries), the Borrowers Borrower and their its subsidiaries; (E) to pay (x) fees and expenses related to debt or equity offeringsofferings by any Parent Company, investments or acquisitions permitted or not restricted by this Agreement (whether or not consummated) and (y) Public Company Costs; (F) to finance any Investment permitted under Section 6.06 (provided, provided that (x) any Restricted Payment under this clause (a)(i)(F) shall be made substantially concurrently with the closing of such Investment, Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to the Borrowers Borrower or one or more of their its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrowers Borrower or one or more of their its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.06 as if undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiary and (z) such Investment shall not build the Available AmountSubsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrowers Borrower and/or their its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Canadian Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement or other acquisition or retirement for value of Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any the Borrower or any subsidiary: (A) in accordance with Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect terms of promissory notes issued pursuant to evidence any obligation Section 6.01(o), so long as the aggregate amount of all Cash payments made in respect of such promissory notes, together with the aggregate amount of Restricted Payments made pursuant to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant sub-clause (or any Affiliate or Immediate Family Member thereofD) of this clause (ii) below, does not exceed in any Parent Company, any Borrower or any subsidiary) in an aggregate amount not to exceed Fiscal Year the greater of US$11,000,000 $20,000,000 and 1012.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period in any Fiscal YearEBITDA, which, if not used in any Fiscal Year, may be carried forward to the next two succeeding subsequent Fiscal Years; (B) with the proceeds of any sale or issuance of Qualified the Capital Stock of any the Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to any the Borrower or any Restricted Subsidiary); or; (C) with the net proceeds of any key-man life insurance policies; or (D) with Cash and Cash Equivalents in an amount not to exceed in any Fiscal Year, together with the aggregate amount of all cash payments made pursuant to sub-clause (A) of this clause (ii) in respect of promissory notes issued pursuant to Section 6.01(o), the greater of $20,000,000 and 12.0% of Consolidated Adjusted EBITDA, which, if not used in any Fiscal Year, may be carried forward to subsequent Fiscal Years; (iii) the Canadian Borrower may make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(Biii); (iv) the Canadian Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of any the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub sub-clause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Canadian Borrower may repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of of, or tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) for any taxable period (or portion thereof) that a Parent Company is treated as a corporation for U.S. federal income tax purposes and for which Borrower and/or any of its subsidiaries are members (or are pass-through entities of such members) of a consolidated, combined, unitary or similar income Tax group for U.S. federal, state, local or foreign income Tax purposes for which such Parent Company is the Canadian common parent, the Borrower may pay (or make Restricted Payments to allow any such Parent Company to paypay the portion of any U.S. federal, state, local or foreign income Taxes (as applicable) fees and expenses under the Management Agreement subject of such Parent Company for such taxable period that are attributable to the restrictions set forth in, and in an income of the Borrower and/or its applicable subsidiaries; provided that the aggregate amount of such distributions shall not to exceed the aggregate Taxes the Borrower and/or its subsidiaries, as applicable, would be required to pay in respect of such U.S. federal, state, local and foreign Taxes on a stand-alone basis for such taxable period; provided further that the amount set forth in, Section 6.09(f)(i)of such distributions with respect to any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid by such Unrestricted Subsidiary for such purpose; (vii) the Canadian Borrower may make Restricted Payments, the proceeds of which are applied (i) on the Closing Date, solely to effect the consummation of the Transactions and (ii) on and after the Closing Date, to satisfy any payment obligations owing under the Share Purchase Agreement (including payment of working capital, purchase price adjustments and/or deferred transaction fees) and Payments to pay Transaction Costs, in each case, with respect to the Transactions; (viii) so long as no Event of Default existsexists at the time of declaration of such Restricted Payment, following the consummation of a the first Qualifying IPO, the Canadian Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in an amount equal to the sum of (A) 6% per annum of the net Cash proceeds received by or contributed to the Canadian Borrower from such Qualifying IPO and (B) 5% of the market capitalization at the time of such any Qualifying IPO; (ix) the Canadian Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of any the Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of sub clauses subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to any the Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of any the Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrowers Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a the Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (x) to the extent constituting a Restricted Payment, the Canadian Borrower may consummate any transaction permitted by Section 6.06 (other than Sections 6.06(j) and (t)), Section 6.07 (other than Section 6.07(g)) and Section 6.09 (other than Section 6.09(d)); (xi) so long as no Event of Default exists or would result therefrom, the Canadian Borrower may make additional Restricted Payments in an aggregate amount not to exceed (i) the greater of US$21,000,000 $60,000,000 and 2035.0% of Consolidated Adjusted EBITDA minus the (ii) sum of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period minus (A) the amount of any amounts under this Section 6.04(a)(xi) reallocated to make Restricted Debt Payments made by any Borrower or any Restricted Subsidiary in reliance on pursuant to Section 6.04(b)(iv6.04(b)(iv)(B), minus (B) the outstanding amount of any amounts under this Section 6.04(a)(xi) reallocated to make Investments made by pursuant to Section 6.06(q), and (C) any Borrower or any Restricted Subsidiary in reliance on amounts under this Section 6.06(q)(ii6.04(a)(xi) reallocated to incur Indebtedness pursuant to Section 6.01(u) (which may be further reallocated as provided therein); (xii) the Canadian Borrower may pay any dividend or consummate any redemption within 60 days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend or redemption notice would have complied with the provisions hereof; (xiii) the Canadian Borrower may make additional Restricted Payments so long as (A) no Event of Default exists or would result therefrom and (B) the First Lien Total Leverage Ratio, calculated on a Pro Forma Basis at the time of declaration thereof, would not exceed 5.25:1.00; (xiv) the Borrower may make Restricted Payments to enable any Parent Company to make Restricted Payments solely in the Qualified Capital Stock of such Parent Company; (xv) the Borrower may make Restricted Payments to pay amounts permitted under Section 6.09(f) and (g); and (xvi) the Borrower may make Restricted Payments to permit any Parent Company (A) to redeem or make any payments in respect of the Junior Debentures (and corresponding distributions and redemptions in respect of the Trust Preferred Securities), so long as the Net Interest Coverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.00:1.00; and be less than 2.00:1.00, and (xivB) each Restricted Subsidiary may to redeem or make Restricted Payments to any payments in respect of the Junior Debentures (and corresponding distributions and redemptions in respect of the Trust Preferred Securities), from the proceeds of (x) any indebtedness of any of Holdings, the Borrower and other its Restricted Subsidiaries permitted to be incurred hereunder and (y) any capital contribution to, or sale or issuance of Capital Stock by, the Borrower or any Borrower Parent Company (and, in to the case of a Restricted Payment extent such proceeds are contributed by a non-Wholly Owned Subsidiary that is a Restricted Subsidiary, such Parent Company to the Borrower and or any other Restricted Subsidiary, as compared to the other owners of Capital Stock in such Restricted Subsidiary, on a pro rata or more than pro rata basis based on their ownership interests of the relevant class of Capital Stock). (b) The Borrowers Holdings and the Borrower shall not, nor shall they permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other property) on or in respect of principal of or interest on (x) any Junior Lien Indebtedness or Indebtedness, (y) any Subordinated Indebtedness or (z) the Junior Indebtedness Debenture, in each cases of clauses (x), (y) and (z), with an individual outstanding principal amount in excess of the Threshold Amount (such Indebtedness under clauses (x), (y) and (yz), collectivelyin each case, with an individual outstanding principal amount in excess of the Threshold Amount, the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to its scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt permitted hereunder made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted by Section 6.01 (except to the extent subject to clause (iv)(C) of the proviso to Section 6.01(p)) and/or any Permitted Junior Debenture Refinancing; (ii) payments as part of an “applicable high yield discount obligation” catch- AHYDO catch-up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due in respect of any Restricted DebtDebt (other than the Junior Debentures), except for any payments with respect to any such Subordinated Indebtedness that are prohibited by the subordination provisions thereof; (iv) so long as as, at the time of delivery of irrevocable notice with respect thereto, no Event of Default exists or would result therefrom, additional Restricted Debt Payments in an aggregate amount not to exceed (A) the sum of (1) the greater of US$21,000,000 $60,000,000 and 2035.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, minus (A2) the amount of Restricted Payments made by the Borrowers in reliance on any amounts reallocated to this Section 6.04(b)(iv) from Section 6.04(a)(xi) and Section 6.06(q), minus (B) the outstanding amount of any amounts reallocated from Section 6.04(b)(iv)(A) to make Investments made by any Borrower or any Restricted Subsidiary in reliance on pursuant to Section 6.06(q)(ii6.06(q); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of any the Borrower and/or any Restricted Subsidiary and/or any capital contribution in respect of Qualified Capital Stock of any the Borrower or any Restricted Subsidiary, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of any the Borrower and/or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.01; (vi) Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that either Borrower elects to apply to this clause (vi)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Debt Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that either Borrower elects to apply to this clause (vi)(B); (vii) additional Restricted Debt Payments; provided, that (A) both before and after giving effect thereto on a Pro Forma Basis, no Event of Default exists and (B) the First Lien Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.25:1.00.and

Restricted Payments; Certain Payments of Indebtedness. (a) The Canadian Borrower shall not, and Borrowers shall not permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) The Canadian Borrower the Borrowers may make customary Restricted Payments to the extent necessary to permit any Parent Company: (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses and customary wages, salary, bonus and other benefits payable to directors, officers, employees, members of management, managers consultants and/or consultants independent contractors of any Parent Company) and ), franchise fees and fees, franchise Taxes and similar fees, Taxes and expenses required to enable maintain the organizational existence of such Parent Company to maintain its organizational existence or qualification to do businessCompany, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by current or former directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company and its subsidiaries (but excluding excluding, for the avoidance of doubt, the portion of such amount any amount, if any, that is attributable to the ownership or operations operation of any subsidiary of any Parent Company other than the Borrowers and their Parent and/or its subsidiaries); provided that Restricted Payments under this clause (a)(i)(A) that are attributable to any Unrestricted Subsidiary shall be permitted only to the extent that either (x) such Unrestricted Subsidiary has made one or more Cash distributions, advances or loans to Parent or any of its Subsidiaries for such purpose in an amount up to the amount of such Unrestricted Subsidiary’s proportionate share of such costs, expenses, franchise fees and Taxes and similar fees, Taxes and expenses or (y) the amount of such Restricted Payments made by a Borrower on behalf of such Unrestricted Subsidiary is treated as an Investment subject to Section 7.06 hereof; (B) [reserved]; (C) to pay audit and other accounting and reporting expenses of at such Parent Company to the extent such expenses are attributable relating to the ownership or operations of any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than Parent and/or its subsidiaries), Parent, the Borrowers and/or their subsidiaries); provided that Restricted Payments under this clause (a)(i)(B) that are attributable to any Unrestricted Subsidiary shall be permitted only to the extent that either (x) such Unrestricted Subsidiary has made one or more Cash distributions, advances or loans to Parent or any of its Subsidiaries for such purpose in an amount up to the amount of such Unrestricted Subsidiary’s proportionate share of NY\6497185.2 such accounting and reporting expenses or (y) the amount of such Restricted Payments made by Parent on behalf of such Unrestricted Subsidiary is treated as an Investment subject to Section 7.06 hereof; (DC) for the payment of insurance premiums to the extent attributable relating to the ownership or operations of any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Parent and/or their its subsidiaries), Parent, any Borrower and/or its subsidiaries; provided that Restricted Payments under this clause (a)(i)(C) that are attributable to any Unrestricted Subsidiary shall be permitted only to the Borrowers and their subsidiariesextent that either (x) such Unrestricted Subsidiary has made one or more Cash distributions advances or loans to Parent or any of its Subsidiaries for such purpose in an amount up to the amount of such Unrestricted Subsidiary’s proportionate share of such insurance premiums or (y) the amount of such Restricted Payments made by Parent on behalf of such Unrestricted Subsidiary is treated as an Investment subject to Section 7.06 hereof; (ED) to pay (x) fees and expenses related to debt or equity offerings, investments or acquisitions permitted or not restricted by this Agreement (whether or not consummated) and (y) Public Company Costs); (FE) to pay the consideration to finance any Investment permitted under Section 6.06 7.06 (provided, provided that (x) any such Restricted Payment Payments under this clause (a)(i)(Fa)(i)(E) shall be made substantially concurrently with the closing of such Investment, Investment and (y) the relevant such Parent Company shall, promptly following the closing thereof, cause (I) all such property acquired to be contributed to the Borrowers any Borrower or one or more of their Restricted its Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrowers any Borrower or one or more of their Restricted its Subsidiaries, in order to consummate such Investment in compliance a manner that causes such Investment to comply with the applicable requirements of Section 6.06 7.06 as if undertaken as a direct Investment by the relevant such Borrower or the relevant Restricted Subsidiary and (z) such Investment shall not build the Available AmountSubsidiary); and (GF) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member thereof) of any Parent Company plus any reasonable and customary indemnification claims made by current or former directors, officers, members of the foregoing) management, managers, employees or consultants of any Parent Company, to the extent such salary, bonuses, severance and other benefits or claims in respect of any of the foregoing) are directly attributable and reasonably allocated to the ownership or operations of any Parent Company (but excluding, for the Borrowers avoidance of doubt, the portion of any amount, if any, that is attributable to the ownership or operation of any subsidiary of any Parent Company other than Parent and/or their its subsidiaries), Parent, any Borrower and/or its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose;; provided that Restricted Payments under this clause (a)(i)(F) that are attributable to any Unrestricted Subsidiary shall be permitted only to the extent that either (x) such Unrestricted Subsidiary has made one or more Cash distributions, advances or loans to Parent or any of its Subsidiaries for such purpose in an amount up to the amount of such Unrestricted Subsidiary’s proportionate share of such salary, bonus, severance and other benefits or (y) the amount of such Restricted Payments made by Parent on behalf of such Unrestricted Subsidiary is treated as an Investment subject to Section 7.06 hereof. (ii) the Canadian Borrower Borrowers may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement or other acquisition or retirement for value of Capital Stock of any Parent Company Company, any Borrower or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any Borrower or any subsidiary: (A) in accordance with the terms of notes issued pursuant to Section 7.01(n), so long as the aggregate amount of all Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid payments made in respect of promissory notes issued such notes, together with the aggregate amount of Restricted Payments made pursuant to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant clause (or any Affiliate or Immediate Family Member thereofD) of any Parent Companythis clause (ii), any Borrower or any subsidiary) in an aggregate amount does not to exceed the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period $11,900,000 in any Fiscal Year, which, if not used in any Fiscal Year, may be carried forward to the next two succeeding subsequent Fiscal Years; Year; (B) with the proceeds of any sale or issuance of Qualified Capital Stock of any Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to any Borrower or any Restricted Subsidiary); or (C) with the net proceeds of any key-man life insurance policies; (iii) the Canadian Borrower may make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(B); (iv) the Canadian Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of any Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub clause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Canadian Borrower may repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) the Canadian Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) fees and expenses under the Management Agreement subject to the restrictions set forth in, and in an amount not to exceed the amount set forth in, Section 6.09(f)(i); (vii) the Canadian Borrower may make Restricted Payments, the proceeds of which are applied (i) on the Closing Date, solely to effect the consummation of the Transactions and (ii) on and after the Closing Date, to satisfy any payment obligations owing under the Share Purchase Agreement (including payment of working capital, purchase price adjustments and/or deferred transaction fees) and to pay Transaction Costs, in each case, with respect to the Transactions; (viii) so long as no Event of Default exists, following the consummation of a Qualifying IPO, the Canadian Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in an amount equal to the sum of (A) 6% per annum of the net Cash proceeds received by or contributed to the Canadian Borrower from such Qualifying IPO and (B) 5% of the market capitalization at the time of such Qualifying IPO; (ix) the Canadian Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of any Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of sub clauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to any Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of any Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrowers and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (x) to the extent constituting a Restricted Payment, the Canadian Borrower may consummate any transaction permitted by Section 6.06 (other than Sections 6.06(j) and (t)), and Section 6.09 (other than Section 6.09(d)); (xi) so long as no Event of Default exists or would result therefrom, the Canadian Borrower may make additional Restricted Payments in an aggregate amount not to exceed the greater of US$21,000,000 and 20% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period minus (A) the amount of Restricted Debt Payments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.04(b)(iv), minus (B) the outstanding amount of Investments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii); (xii) the Canadian Borrower may pay any dividend or consummate any redemption within 60 days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend or redemption notice would have complied with the provisions hereof; (xiii) the Canadian Borrower may make additional Restricted Payments so long as (A) no Event of Default exists or would result therefrom and (B) the First Lien Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.00:1.00; and (xiv) each Restricted Subsidiary may make Restricted Payments to any Borrower and other Restricted Subsidiaries of any Borrower (and, in the case of a Restricted Payment by a non-Wholly Owned Subsidiary that is a Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary, as compared to the other owners of Capital Stock in such Restricted Subsidiary, on a pro rata or more than pro rata basis based on their ownership interests of the relevant class of Capital Stock). (b) The Borrowers shall not, nor shall they permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other property) on or in respect of principal of or interest on (x) any Junior Lien Indebtedness or (y) any Junior Indebtedness (such Indebtedness under clauses (x) and (y), collectively, the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to its scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt permitted hereunder made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted by Section 6.01(p); (ii) payments as part of an “applicable high yield discount obligation” catch- up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due in respect of any Restricted Debt, except for any payments with respect to any Subordinated Indebtedness that are prohibited by the subordination provisions thereof; (iv) so long as no Event of Default exists or would result therefrom, additional Restricted Debt Payments in an aggregate amount not to exceed the greater of US$21,000,000 and 20% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, minus (A) the amount of Restricted Payments made by the Borrowers in reliance on Section 6.04(a)(xi) and (B) the outstanding amount of Investments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of any Borrower and/or any Restricted Subsidiary and/or any capital contribution in respect of Qualified Capital Stock of any Borrower or any Restricted Subsidiary, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of any Borrower and/or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.01; (vi) Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that either Borrower elects to apply to this clause (vi)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Debt Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that either Borrower elects to apply to this clause (vi)(B); (vii) additional Restricted Debt Payments; provided, that (A) both before and after giving effect thereto on a Pro Forma Basis, no Event of Default exists and (B) the First Lien Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.25:1.00.

Restricted Payments; Certain Payments of Indebtedness. (a) The Canadian Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) The Canadian the Borrower may make customary Restricted Payments to the extent necessary to permit any Parent Company: (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers and/or consultants of any Parent Company) and franchise fees and Taxes and similar fees, Taxes and expenses required to enable such Parent Company to maintain its organizational existence or qualification to do business, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company and its subsidiaries (but excluding the portion of such amount that is attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Borrower and their its subsidiaries); (B) [reservedReserved];. (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent such expenses are attributable to any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Borrower and/or their its subsidiaries), the Borrower and its subsidiaries; (D) for the payment of insurance premiums to the extent attributable to any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Borrower and/or their its subsidiaries), the Borrowers Borrower and their its subsidiaries; (E) to pay (x) fees and expenses related to debt or equity offerings, investments or acquisitions permitted or not restricted by this Agreement (whether or not consummated) and (y) Public Company Costs; (F) to finance any Investment permitted under Section 6.06 (provided, provided that (x) any Restricted Payment under this clause (a)(i)(F) shall be made substantially concurrently with the closing of such Investment, Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to the Borrowers Borrower or one or more of their its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrowers Borrower or one or more of their its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.06 as if undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiary and (z) such Investment shall not build the Available AmountSubsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrowers Borrower and/or their its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Canadian Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement or other acquisition or retirement for value of Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any the Borrower or any subsidiary: (A) in accordance with Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect terms of promissory notes issued pursuant to evidence any obligation Section 6.01(o), so long as the aggregate amount of all Cash payments made in respect of such promissory notes, together with the aggregate amount of Restricted Payments made pursuant to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant sub-clause (or any Affiliate or Immediate Family Member thereofD) of any Parent Companythis clause (ii) below, any Borrower or any subsidiary) in an aggregate amount does not to exceed the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period $20,000,000 in any Fiscal YearYear (or $30,000,000 in any Fiscal Year following a Qualifying IPO), which, if not used in any Fiscal Year, may be carried forward to the next two succeeding subsequent Fiscal Years; (B) with the proceeds of any sale or issuance of Qualified the Capital Stock of any the Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to any the Borrower or any Restricted Subsidiary); or) other than any amounts constituting a Cure Amount or any amount that has been added to the Available Excluded Contribution Amount or the Available Amount; (C) with the net proceeds of any key-man life insurance policies; or (D) with Cash and Cash Equivalents in an amount not to exceed, together with the aggregate amount of all cash payments made pursuant to sub-clause (A) of this clause (ii) in respect of promissory notes issued pursuant to Section 6.01(o), $20,000,000 in any Fiscal Year (or $30,000,000 in any Fiscal Year following a Qualifying IPO), which, if not used in any Fiscal Year, may be carried forward to subsequent Fiscal Years; (iii) the Canadian Borrower may make additional Restricted Payments in an amount not to exceed (A) so long as the Fixed Charge Coverage Ratio, calculated on a Pro Forma Basis, would not be less than 2.00:1.00, the portion, if any, of the Available Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(B); (iv) the Canadian Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of any the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub sub-clause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Canadian Borrower may repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (viA) for any taxable year (or portion thereof) that Borrower is a partnership or disregarded entity for U.S. federal income Tax purposes and no Parent Company is treated as a corporation for U.S. federal income tax purposes, the Canadian Borrower may pay (or make Restricted Payments to allow fund the income tax liabilities of the direct or indirect equity owners of Borrower, in an assumed amount equal to the product of (x) the highest combined marginal federal and applicable state and/or local statutory Tax rate applicable to a direct or indirect taxpayer equity owner of Borrower, and (y) the U.S. federal taxable income of the Borrower for such year (or portion thereof), provided that (i) such calculation shall take into account the character of income or gain, preferential tax rates and the deductibility of state and local income taxes for US federal income tax purposes; (ii) such taxable income shall be reduced by any losses previously allocated to the equity owners to the extent such loss has not previously been used to offset taxable income of Borrower; (iii) such distributions shall be reduced by any amounts withheld by the Borrower or its Subsidiaries (or otherwise paid directly to any Governmental Authority) with respect to any taxable income or gain of Borrower and any tax credits Borrower allocated to its equity owners); or (B) for any taxable period (or portion thereof) that a Parent Company is treated as a corporation for U.S. federal income tax purposes and for which Borrower and any of its subsidiaries are members (or are pass-through entities of such members) of a consolidated, combined or similar income Tax group for U.S. federal, state or local income Tax purposes for which such Parent Company is the common parent, the Borrower may make Restricted Payments to such Parent Company to paypay the portion of any U.S. federal, state or local income Taxes (as applicable) fees and expenses under the Management Agreement subject of such Parent Company for such taxable period that are attributable to the restrictions set forth inincome of the Borrower and/or its applicable subsidiaries; provided that the aggregate amount of any such distributions with respect to federal, and in an amount state or local Taxes, as applicable, shall not to exceed the aggregate amount set forth inof such Taxes the Borrower and its subsidiaries that are part of such group would be required to pay in respect of such U.S. federal, Section 6.09(f)(i);state or local Taxes on a stand-alone basis for such taxable period; provided, further, that the amount of such distributions with respect to any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid by such Unrestricted Subsidiary for such purpose. (vii) the Canadian Borrower may make Restricted Payments, the proceeds of which are applied (i) on the Closing Date, solely to effect the consummation of the Transactions and (ii) on and after the Closing Date, to satisfy any payment obligations owing under the Share Purchase Agreement (including payment of working capital, purchase price adjustments and/or deferred transaction fees) and to pay Transaction Costs, in each case, with respect to the TransactionsReorganization Agreement; (viii) so long as no Event of Default exists, following the consummation of a the first Qualifying IPO, the Canadian Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in an amount equal not to exceed the sum greater of (Ai) 6% per annum of the net Cash proceeds received by or contributed to the Canadian Borrower from such any Qualifying IPO and or (Bb) 5% per annum of the aggregate market capitalization at of the time of such Qualifying IPOapplicable Parent Company; (ix) the Canadian Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of any the Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of sub clauses subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to any the Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of any the Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrowers Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a the Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (x) to the extent constituting a Restricted Payment, the Canadian Borrower may consummate any transaction permitted by Section 6.06 (other than Sections 6.06(j) and (t)), Section 6.07 (other than Section 6.07(g)) and Section 6.09 (other than Section 6.09(d)); (xi) so long as no Event of Default exists or would result therefrom, the Canadian Borrower may make additional Restricted Payments in an aggregate amount not to exceed the greater of US$21,000,000 $160,000,000 and 204.0% of Consolidated Adjusted EBITDA Total Assets as of the Borrowers and their Restricted Subsidiaries for last day of the most recently ended Test Period minus (A) the amount of Restricted Debt Payments made by any the Borrower or any Restricted Subsidiary in reliance on Section 6.04(b)(iv6.04(b)(iv)(B), minus (B) the outstanding amount of Investments made by any the Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii); (xii) the Canadian Borrower may pay any dividend or consummate any redemption within 60 days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend or redemption notice would have complied with the provisions hereof;; and (xiii) the Canadian Borrower may make additional Restricted Payments so long as (Ai) no Event of Default exists or would result therefrom and (Bii) the First Lien Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.00:1.00; and (xiv) each Restricted Subsidiary may make Restricted Payments to any Borrower and other Restricted Subsidiaries of any Borrower (and, in the case of a Restricted Payment by a non-Wholly Owned Subsidiary that is a Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary, as compared to the other owners of Capital Stock in such Restricted Subsidiary, on a pro rata or more than pro rata basis based on their ownership interests of the relevant class of Capital Stock).4.50:1.00; (b) The Borrowers Borrower shall not, nor shall they permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other property) on or in respect of principal of or interest on (xy) any Junior Lien Indebtedness or (yz) any Junior Indebtedness (such Indebtedness under clauses (xy) and (yz), collectively, the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to its scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt permitted hereunder made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted by Section 6.01(p)6.01; (ii) payments as part of an “applicable high yield discount obligation” catch- catch-up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due in respect of any Restricted Debt, except for any payments with respect to any Subordinated Indebtedness that are prohibited by the subordination provisions thereof; (iv) so long as as, at the time of delivery of irrevocable notice with respect thereto, no Event of Default exists or would result therefrom, additional Restricted Debt Payments in an aggregate amount not to exceed exceed: (A) the greater of US$21,000,000 $160,000,000 and 204.0% of Consolidated Adjusted EBITDA Total Assets as of the Borrowers last day of the most recently ended Test Period, minus the amount of Investments made in reliance on Section 6.06(q)(iii); plus (B) the greater of $160,000,000 and their Restricted Subsidiaries 4.0% of Consolidated Total Assets as of the last day of the most recently ended Test Period, minus (A1) the amount of Restricted Payments made by the Borrowers Borrower or any Restricted Subsidiary in reliance on Section 6.04(a)(xi) and 6.04(a)(x), minus (B2) the outstanding amount of Investments made by any the Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of any the Borrower and/or any Restricted Subsidiary and/or any capital contribution in respect of Qualified Capital Stock of any the Borrower or any Restricted Subsidiary, in each case, other than any amounts constituting a Cure Amount or any amount that has been added to the Available Excluded Contribution Amount or the Available Amount, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of any the Borrower and/or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.01; (vi) Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that either the Borrower elects to apply to this clause (vi)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Debt Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that either the Borrower elects to apply to this clause (vi)(B); (vii) additional Restricted Debt Payments; provided, provided that (A) both before and after giving effect thereto on a Pro Forma Basis, no Event of Default exists and (B) the First Lien Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.25:1.004.75:1.00; and (viii) Restricted Debt Payments with respect to any Indebtedness incurred in connection with any NMTC Transaction.

Restricted Payments; Certain Payments of Indebtedness. (a) The Canadian Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) The Canadian the Lead Borrower may make customary Restricted Payments to the extent necessary to permit any Parent Company: (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses, expenses to prepare any Tax returns or defend any Tax claims, and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers and/or consultants of any Parent Company) and franchise fees and Taxes and similar fees, Taxes and expenses required to enable such Parent Company to maintain its organizational existence or qualification to do business, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company and its subsidiaries (but excluding the portion of such amount that is attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Lead Borrower and their its subsidiaries); (B) [reserved]to pay scheduled and overdue interest and payments as part of an AHYDO catch-up payment, in each case, in respect of any Indebtedness of any Parent Company to the extent the Net Proceeds thereof were contributed to the Lead Borrower; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent such expenses are attributable to any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Lead Borrower and/or their its subsidiaries), the Lead Borrower and its subsidiaries; (D) for the payment of insurance premiums to the extent attributable to any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Lead Borrower and/or their its subsidiaries), the Borrowers Lead Borrower and their its subsidiaries; (E) to pay (x) fees and expenses related to debt or equity offeringsofferings by any Parent Company, investments or acquisitions permitted or not restricted by this Agreement (whether or not consummated) and (y) Public Company Costs; (F) to finance any Investment permitted under Section 6.06 (provided, provided that (x) any Restricted Payment under this clause (a)(i)(F) shall be made substantially concurrently with the closing of such Investment, Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to the Borrowers Lead Borrower or one or more of their its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrowers Lead Borrower or one or more of their its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.06 as if undertaken as a direct Investment by the relevant Lead Borrower or the relevant Restricted Subsidiary and (z) such Investment shall not build the Available AmountSubsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrowers Lead Borrower and/or their its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Canadian Lead Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement or other acquisition or retirement for value of Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any the Lead Borrower or any subsidiary: (A) in accordance with Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect terms of promissory notes issued pursuant to evidence any obligation Section 6.01(o), so long as the aggregate amount of all Cash payments made in respect of such promissory notes, together with the aggregate amount of Restricted Payments made pursuant to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant sub-clause (or any Affiliate or Immediate Family Member thereofD) of this clause (ii) below, does not exceed in any Parent Company, any Borrower or any subsidiary) in an aggregate amount not to exceed Fiscal Year the greater of US$11,000,000 $40,000,000 and 1012.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period in any Fiscal YearEBITDA, which, if not used in any Fiscal Year, may be carried forward to the next two succeeding subsequent Fiscal Years; (B) with the proceeds of any sale or issuance of Qualified the Capital Stock of any the Lead Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to any the Lead Borrower or any Restricted Subsidiary); or; (C) with the net proceeds of any key-man life insurance policies; or (D) with Cash and Cash Equivalents in an amount not to exceed in any Fiscal Year, together with the aggregate amount of all cash payments made pursuant to sub-clause (A) of this clause (ii) in respect of promissory notes issued pursuant to Section 6.01(o), the greater of $40,000,000 and 12.0% of Consolidated Adjusted EBITDA, which, if not used in any Fiscal Year, may be carried forward to subsequent Fiscal Years; (iii) the Canadian Lead Borrower may make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Canadian Lead Borrower elects to apply to this clause (iii)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(Biii); (iv) the Canadian Lead Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of any the Lead Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub sub-clause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Canadian Lead Borrower may repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of of, or Tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) for any taxable period (or portion thereof) that a Parent Company is treated as a corporation for U.S. federal income tax purposes and for which the Canadian Lead Borrower and/or any of its subsidiaries are members (or are pass-through entities of such members) of a consolidated, combined, unitary or similar income Tax group for U.S. federal, state, local or foreign income Tax purposes for which such Parent Company is the common parent, the Lead Borrower may pay (or make Restricted Payments to allow any such Parent Company to paypay the portion of any U.S. federal, state, local or foreign income Taxes (as applicable) fees and expenses under the Management Agreement subject of such Parent Company for such taxable period that are attributable to the restrictions set forth inincome of the Lead Borrower and/or its applicable subsidiaries; provided that, and in an the aggregate amount of such distributions shall not to exceed the aggregate Taxes the Lead Borrower and/or its subsidiaries, as applicable, would be required to pay in respect of such U.S. federal, state, local and foreign Taxes on a stand-alone basis for such taxable period; provided further that the amount set forth in, Section 6.09(f)(i)of such distributions with respect to any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid by such Unrestricted Subsidiary for such purpose; (vii) the Canadian Lead Borrower may make Restricted Payments (A) to consummate, to the extent constituting Restricted Payments, the proceeds of which are applied (i) on the Closing Date, solely to effect the consummation of the Transactions and (iiB) on and after the Closing Date, to satisfy any payment obligations owing under the Share Purchase Agreement (including payment of working capital, purchase price adjustments and/or deferred transaction fees) and to pay Transaction Costs, in each case, with respect to the Transactions; (viii) so long as no Event of Default exists, following exists at the consummation time of a Qualifying IPOdeclaration of such Restricted Payment, the Canadian Lead Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in not to exceed an aggregate amount per annum equal to the sum of (A) 6% per annum of the net Cash proceeds received by or contributed to the Canadian Borrower from such Qualifying IPO an initial public offering and (B) 5an amount equal to 7% of the market capitalization at the time of such Qualifying IPOMarket Capitalization; (ix) the Canadian Lead Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of any the Lead Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of sub clauses subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to any the Lead Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of any the Lead Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrowers Lead Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a the Lead Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (x) to the extent constituting a Restricted Payment, the Canadian Lead Borrower may consummate any transaction permitted by Section 6.06 (other than Sections 6.06(j) and (t)), Section 6.07 (other than Section 6.07(g)) and Section 6.09 (other than Section 6.09(d)); (xi) so long as no Event of Default exists or would result therefrom, the Canadian Lead Borrower may make additional Restricted Payments in an aggregate amount not to exceed the greater of US$21,000,000 $120,000,000 and 2035.0% of Consolidated Adjusted EBITDA minus the sum of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period minus (A) the amount of any amounts under this Section 6.04(a)(xi) reallocated to make Restricted Debt Payments made by any Borrower or any Restricted Subsidiary in reliance on pursuant to Section 6.04(b)(iv), minus (B) the outstanding amount of any amounts under this Section 6.04(a)(xi) reallocated to make Investments made by pursuant to Section 6.06(q), and (C) any Borrower or any Restricted Subsidiary in reliance on amounts under this Section 6.06(q)(ii6.04(a)(xi) reallocated to incur Indebtedness pursuant to Section 6.01(u) (which may be further reallocated as provided therein); (xii) the Canadian Lead Borrower may pay any dividend or consummate any redemption within 60 sixty (60) days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend or redemption notice would have complied with the provisions hereof; (xiii) the Canadian Lead Borrower may make additional Restricted Payments so long as (A) no Event of Default exists or would result therefrom and (B) the First Lien Leverage RatioPayment Conditions applicable to Restricted Payments have been satisfied, calculated on a Pro Forma Basis, would not exceed 4.00:1.00; and; (xiv) each Restricted Subsidiary the Lead Borrower may make Restricted Payments to enable any Borrower and other Parent Company to make Restricted Subsidiaries of any Borrower (and, Payments solely in the case Qualified Capital Stock of a such Parent Company; (xv) the Lead Borrower may make Restricted Payment by a non-Wholly Owned Subsidiary that is a Restricted SubsidiaryPayments (A) to pay amounts permitted under Section 6.09(f), (g), (h), (i), (k) and (m) and (B) otherwise in an amount not to exceed $500,000 per calendar year; and (xvi) the Borrower and any other may make Restricted Subsidiary, as compared to Payments in the other owners form of Capital Stock in such of, or Indebtedness owed to Holdings, the Borrowers or a Restricted SubsidiarySubsidiary by, on a pro rata Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are Cash and Cash Equivalents (except to the extent constituting proceeds from the Disposition of all or more than pro rata basis based on their ownership interests substantially all of the relevant class assets of Capital Stocksuch Unrestricted Subsidiary) and/or intellectual property material (as determined by the Lead Borrower in good faith) to the business of the Lead Borrower and its Restricted Subsidiaries, taken as a whole). (b) The Borrowers Lead Borrower shall not, nor shall they it permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other property) on or in respect of principal of or interest on (x) any Junior Lien Indebtedness or Indebtedness, (y) any Junior Subordinated Indebtedness or (z) solely to the extent proceeds of Revolving Loans are being used to make such payment, unsecured Indebtedness, in each cases of clauses (x), (y) and (z), with an individual outstanding principal amount in excess of the Threshold Amount (such Indebtedness under clauses (x), (y) and (yz), collectivelyin each case, with an individual outstanding principal amount in excess of the Threshold Amount, the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to its scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt permitted hereunder made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted by Section 6.01 (except to the extent subject to clause (iv)(C) of the proviso to Section 6.01(p)); (ii) payments as part of an “applicable high yield discount obligation” catch- AHYDO catch-up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due in respect of any Restricted Debt, except for any payments with respect to any such Subordinated Indebtedness that are prohibited by the subordination provisions thereof; (iv) so long as as, at the time of delivery of irrevocable notice with respect thereto, no Event of Default exists or would result therefrom, additional Restricted Debt Payments in an aggregate amount not to exceed (i) the sum of (A) the greater of US$21,000,000 $120,000,000 and 2035.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, minus (AB) the amount of Restricted Payments made by the Borrowers in reliance on any amounts reallocated to this Section 6.04(b)(iv) from Section 6.04(a)(xi) and Section 6.06(q), minus (Bii) the outstanding amount of any amounts reallocated from this Section 6.04(b)(iv) to make Investments made by any Borrower or any Restricted Subsidiary in reliance on pursuant to Section 6.06(q)(ii6.06(q); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of any the Lead Borrower and/or any Restricted Subsidiary and/or any capital contribution in respect of Qualified Capital Stock of any the Lead Borrower or any Restricted Subsidiary, in each case, other than any amounts constituting a Cure Amount, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of any the Lead Borrower and/or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.01; (vi) Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that either the Lead Borrower elects to apply to this clause (vi)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Debt Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that either Borrower elects to apply to this clause (vi)(Bvi); (vii) additional Restricted Debt Payments; provided, provided that (A) both before and after giving effect thereto the Payment Conditions applicable to Restricted Debt Payments have been satisfied on a Pro Forma Basis, no Event ; and (viii) mandatory prepayments of Default exists Restricted Debt (and related payments of interest) made with “Declined Proceeds” (B) as defined in the First Lien Leverage Ratio, calculated Credit Agreement) (it being understood that any “Declined Proceeds” (as defined in the First Lien Credit Agreement) applied to make Restricted Debt Payments in reliance on a Pro Forma Basis, would this Section 6.04(b)(viii) shall not exceed 4.25:1.00increase the amount available under clause (a)(viii) of the definition of “Available Amount” to the extent so applied).

Restricted Payments; Certain Payments of Indebtedness. (a) The Canadian Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) The Canadian the Borrower may make customary Restricted Payments to the extent necessary to permit any Parent Company: (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses and customary wages, salary, bonus and other benefits payable to directors, officers, employees, members of management, managers consultants and/or consultants independent contractors of any Parent Company) and ), franchise fees and fees, franchise Taxes and similar fees, Taxes and expenses required to enable maintain the organizational existence of such Parent Company to maintain its organizational existence or qualification to do businessCompany, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by current or former directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company Company, plus any costs or expenses associated with complying with the requirements or regulations in connection with becoming or continuing to be a public company (including costs and its subsidiaries expenses incurred in connection with compliance with Xxxxxxxx-Xxxxx) (but excluding excluding, for the avoidance of doubt, the portion of such amount any amount, if any, that is attributable to the ownership or operations operation of any subsidiary of any Parent Company other than Holdings, the Borrowers and their Borrower and/or its subsidiaries); (B) [reserved]to the extent applicable, to make Tax Distributions; (C) to pay audit and other accounting and reporting expenses of at such Parent Company to the extent such expenses are attributable relating to the ownership or operations of any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than Holdings, the Borrowers Borrower and/or their its subsidiaries), Holdings, the Borrower and/or its subsidiaries; (D) for the payment of insurance premiums to the extent attributable relating to the ownership or operations of any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than Holdings, the Borrowers Borrower and/or their its subsidiaries), Holdings, the Borrowers and their Borrower and/or its subsidiaries; (E) to pay (x) fees and expenses related to debt or equity offerings, investments or acquisitions permitted or not restricted by this Agreement (whether or not consummated) and (y) Public Company Costs); (F) to finance any Investment permitted under Section 6.06 (provided, provided that (x) any such Restricted Payment Payments under this clause (a)(i)(F) shall be made substantially concurrently with the closing of such Investment, Investment and (y) the relevant such Parent Company shall, promptly following the closing thereof, cause (I) all such property acquired to be contributed to the Borrowers Borrower or one or more of their Restricted its Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrowers Borrower or one or more of their Restricted its Subsidiaries, in order to consummate such Investment in compliance a manner that causes such Investment to comply with the applicable requirements of Section 6.06 as if undertaken as a direct Investment by the relevant Borrower or the relevant Restricted such Subsidiary and (z) it being agreed that such Investment contribution or merger, consolidation or amalgamation shall not build increase the Available AmountAmount or the Available Excluded Contribution Amount except to the extent in excess of such Restricted Payment made in reliance on this clause (a)(i)(F); and)); (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member thereof) of any Parent Company plus any reasonable and customary indemnification claims made by current or former directors, officers, members of the foregoing) management, managers, employees or consultants of any Parent Company, to the extent such salary, bonuses, severance and other benefits or claims in respect of any of the foregoing are directly attributable and reasonably allocated to the ownership or operations of any Parent Company (but excluding, for the Borrowers avoidance of doubt, the portion of any amount, if any, that is attributable to the ownership or operation of any subsidiary of any Parent Company other than Holdings, the Borrower and/or their its subsidiaries), Holdings, the Borrower and/or its subsidiaries; and (H) without duplication of any amounts permitted under clause (a)(i)(B) of this Section 6.04, to pay any United States federal, state or local income tax liabilities of the partners in any Parent Company that are attributable to the receipt by such Parent Company of any Restricted Payment made pursuant to clause (ii) (as well as any amounts with respect to the funding of such tax liabilities) assuming such partners are subject to tax at an effective rate equal to the higher of the combined marginal effective rate of U.S. federal, state and local income tax applicable to a corporation doing business or an individual resident in New York, New York, taking account of any difference in rates applicable to ordinary income, capital gains and “qualified dividends” as such term is defined in Code Section 1(h), any available dividends-received deductions and any allowable deductions in respect of such state and local taxes in computing liability for U.S. federal income taxes; in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Canadian Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement or other acquisition or retirement for value of Capital Stock of any Parent Company or any subsidiary of the Borrower held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any the Borrower or any subsidiarysubsidiary of the Borrower: (A) in accordance with the terms of notes issued pursuant to Section 6.01(n), so long as the aggregate amount of all Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid payments made in respect of promissory notes issued such notes, together with the aggregate amount of Restricted Payments made pursuant to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant clause (or any Affiliate or Immediate Family Member thereofD) of any Parent Companythis clause (ii), any Borrower or any subsidiary) in an aggregate amount does not to exceed the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period $10,000,000 in any Fiscal Year, which, if not used in any Fiscal Year, may be carried forward to the next two succeeding subsequent Fiscal Years; (B) with the proceeds of any sale or issuance of Qualified the Capital Stock of any Borrower or any Parent Company (to the extent such proceeds that are contributed in respect of Qualified Capital Stock to any Borrower or any Restricted Subsidiary); orNot Otherwise Applied; (C) with the net proceeds of any key-man life insurance policiespolicies received during such Fiscal Year; or (D) with Cash and Cash Equivalents in an amount not to exceed, together with the aggregate amount of all Cash payments made in respect of notes issued pursuant to Section 6.01(n), $10,000,000 in any Fiscal Year, which, if not used in any Fiscal Year, may be carried forward to the next two subsequent Fiscal Years; (iii) the Canadian Borrower may make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(B)) and that is Not Otherwise Applied; (iv) the Canadian Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and or (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of any the Borrower, any Restricted Subsidiary subsidiary of the Borrower or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub clause (A) above), including demand repurchases in connection with the exercise of stock options; (v) the Canadian Borrower may repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrantsoptions, options warrants or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of such warrantsoptions, options warrants or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) the Canadian Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) fees and expenses under the Management Agreement subject to the restrictions set forth in, and in an amount not to exceed the amount set forth in, Section 6.09(f)(i); (vii) the Canadian Borrower may make Restricted Payments, Payments the proceeds of which are applied (iA) on the Closing Date, solely to effect the consummation of the Transactions and (iiB) on and after the Closing Date, to satisfy (or to enable any Parent Company to satisfy) any payment obligations owing under the Share Purchase Acquisition Agreement (including as in effect on the date hereof) and the payment of working capital, purchase price adjustments and/or deferred transaction fees) and to pay any Transaction Costs, in each case, with respect to the Transactions; (viiivii) so long as no Event of Default existsshall have occurred and be continuing at the time of the declaration thereof, following the consummation of a Qualifying IPO, the Canadian Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in an amount equal of up to the sum of (A) 66.0% per annum of the net Cash proceeds received by or contributed to the Canadian Borrower from such Qualifying IPO and (B) 5% of the market capitalization at the time of any such Qualifying IPO; (ixviii) the Canadian Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of the Borrower or any Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of sub clauses subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to any the Borrower and/or any Restricted or a Subsidiary) of, Qualified Capital Stock of any the Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrowers and/or Borrower or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any the Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a the Borrower or a Restricted Subsidiary) of any the Refunding Capital Stock; (xix) to the extent constituting a Restricted Payment, the Canadian Borrower may consummate any transaction permitted by Section 6.06 (other than Sections 6.06(j) and (t)), Section 6.07 (other than Section 6.07(g)) and Section 6.09 (other than Section Sections 6.09(d) and (j)); (xix) so long as no Event of Default exists or would result therefrom, the Canadian Borrower may make additional Restricted Payments in an aggregate amount not to exceed the greater of US$21,000,000 and 20% of Consolidated Adjusted EBITDA portion, if any, of the Borrowers Floating Basket Amount on the relevant date of determination that the Borrower elects to apply pursuant to this clause (x); (xi) the Borrower may make additional Restricted Payments so long as at the time of the declaration thereof, (A) no Default or Event of Default exists or would result therefrom and their Restricted Subsidiaries for (B) the Total Leverage Ratio would not exceed 3.00:1.00 calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period minus for which financial statements have been delivered pursuant to Section 5.01(a) or (A) the amount of Restricted Debt Payments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.04(b)(ivb), minus (B) the outstanding amount of Investments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii);as applicable; and (xii) the Canadian Borrower may pay any dividend or consummate any redemption within 60 days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend or redemption notice would have complied with the provisions hereof; (xiii) the Canadian Borrower may make additional Restricted Payments so long as (A) no Event of Default exists or would result therefrom and (B) the First Lien Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.00:1.00; and (xiv) each Restricted Subsidiary may make Restricted Payments to any Borrower and other Restricted Subsidiaries of any Borrower (and, in the case of a Restricted Payment by a non-Wholly Owned Subsidiary that is a Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary, as compared to the other owners of Capital Stock in such Restricted Subsidiary, on a pro rata or more than pro rata basis based on their ownership interests of the relevant class of Capital Stock). (b) The Borrowers Borrower shall not, nor shall they it permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other property) property on or in respect of principal of or interest on (x) any Junior Lien Indebtedness or (y) any Junior Indebtedness (such Indebtedness under clauses (x) and (y), collectivelyIndebtedness, the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to its scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any the purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt permitted hereunder made by exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness Restricted Debt permitted by Section 6.01(p)6.01; (ii) payments as part of an “applicable high yield discount obligation” catch- catch-up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due in respect of any Restricted Debt, except for any Debt (other than payments with respect to any Subordinated Indebtedness that are prohibited by the subordination provisions thereof); (iv) so long as no Event of Default exists or would result therefrompayments with respect to intercompany Indebtedness between the Borrower and its Subsidiaries permitted under Section 6.01, additional Restricted Debt Payments in an aggregate amount not subject to exceed the greater of US$21,000,000 and 20% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, minus (A) the amount of Restricted Payments made by the Borrowers in reliance on Section 6.04(a)(xi) and (B) the outstanding amount of Investments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii)subordination provisions applicable thereto; (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, of Capital Stock of any Parent Company or Qualified Capital Stock of the Borrower or any Subsidiary Guarantor (other than issuances to the Borrower and/or any Restricted Subsidiary or a Subsidiary) and/or any capital contribution in respect of Qualified Capital Stock of any Borrower or any Restricted Subsidiarythe Borrower, in each case, that are Not Otherwise Applied in reliance on the Available Amount, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of any Parent Company, the Borrower and/or or any Restricted Subsidiary Guarantor, in each case, that are Not Otherwise Applied in reliance on the Available Amount and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.01; (vi) Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that either the Borrower elects to apply to this clause (vi)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Debt Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that either the Borrower elects to apply to this clause (vi)(B)) and that is Not Otherwise Applied; (vii) (A) additional Restricted Debt Payments in an aggregate amount not to exceed the portion, if any, of the Floating Basket Amount on the relevant date of determination that the Borrower elects to apply pursuant to this clause (vii)(A), (B) additional Restricted Debt Payments in an aggregate amount not to exceed the greater of $35,000,000 and 4.00% of Consolidated Total Assets as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable and (C) so long as Event of Default exists at the time of delivery of notice with respect thereof or would result therefrom, additional Restricted Debt Payments; providedprovided that in the case of Restricted Debt Payments made pursuant to this clause (C), that (A) both before and after giving effect thereto on a Pro Forma Basisat the time of delivery of notice with respect thereto, no Event of Default exists and (B) the First Lien Total Leverage Ratio, Ratio would not exceed 3.25:1.00 calculated on a Pro Forma BasisBasis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), would as applicable, prior to such time; and (viii) mandatory prepayments of any Second Lien Facility made with Declined Proceeds (it being understood that any Declined Proceeds applied to make Restricted Debt Payments in reliance on this Section 6.04(b)(viii) shall not exceed 4.25:1.00increase the amount available under clause (a)(viii) of the definition of “Available Amount” to the extent so applied).

Restricted Payments; Certain Payments of Indebtedness. (a) The Canadian Borrower shall not, and Borrowers shall not permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) The Canadian Borrower the Borrowers may make customary Restricted Payments to the extent necessary to permit any Parent Company: (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses and customary wages, salary, bonus and other benefits payable to directors, officers, employees, members of management, managers consultants and/or consultants independent contractors of any Parent Company) and ), franchise fees and fees, franchise Taxes and similar fees, Taxes and expenses required to enable maintain the organizational existence of such Parent Company to maintain its organizational existence or qualification to do businessCompany, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by current or former directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company and its subsidiaries (but excluding excluding, for the avoidance of doubt, the portion of such amount any amount, if any, that is attributable to the ownership or operations operation of any subsidiary of any Parent Company other than the Borrowers and their Holdings and/or its subsidiaries); (B) [reservedReserved]; (C) to pay audit and other accounting and reporting expenses of at such Parent Company to the extent such expenses are attributable relating to the ownership or operations of any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than Holdings and/or its subsidiaries), Holdings, the Borrowers and/or their subsidiaries)respective Subsidiaries; (D) for the payment of insurance premiums to the extent attributable relating to the ownership or operations of any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than Holdings and/or its subsidiaries), Holdings, the Borrowers and/or their subsidiaries), the Borrowers and their subsidiariesrespective Subsidiaries; (E) to pay (x) fees and expenses related to debt or equity offerings, investments or acquisitions permitted or not restricted by this Agreement (whether or not consummated) and (y) Public Company Costs); (F) to pay the consideration to finance any Investment permitted under Section 6.06 (provided, provided that (x) any such Restricted Payment Payments under this clause (a)(i)(F) shall be made substantially concurrently with the closing of such Investment, Investment and (y) the relevant such Parent Company shall, promptly following the closing thereof, cause (I) all such property acquired to be contributed to the Borrowers or one or more of their Restricted respective Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrowers or one or more of their Restricted respective Subsidiaries, in order to consummate such Investment in compliance a manner that causes such Investment to comply with the applicable requirements of Section 6.06 as if undertaken as a direct Investment by the relevant such Borrower or the relevant Restricted Subsidiary and such Subsidiary) (z) it being agreed that such Investment contribution or merger, consolidation or amalgamation shall not build increase the Available AmountAmount except to the extent in excess of such Restricted Payment made in reliance on this clause (a)(i)(F))); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member thereof) of any Parent Company plus any reasonable and customary indemnification claims made by current or former directors, officers, members of the foregoing) management, managers, employees or consultants of any Parent Company, to the extent such salary, bonuses, severance and other benefits or claims in respect of any of the foregoing) are directly attributable and reasonably allocated to the ownership or operations of any Parent Company (but excluding, for the avoidance of doubt, the portion of any amount, if any, that is attributable to the ownership or operation of any subsidiary of any Parent Company other than Holdings and/or its subsidiaries), Holdings, the Borrowers and/or their subsidiariesrespective Subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Canadian Borrower Borrowers may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement or other acquisition or retirement for value of Capital Stock of any Parent Company Company, any Borrower or any subsidiary Subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any Borrower or any subsidiarySubsidiary: (A) in accordance with the terms of notes issued pursuant to Section 6.01(n), so long as the aggregate amount of all Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid payments made in respect of promissory notes issued such notes, together with the aggregate amount of Restricted Payments made pursuant to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant clause (or any Affiliate or Immediate Family Member thereofD) of any Parent Companythis clause (ii), any Borrower or any subsidiary) in an aggregate amount does not to exceed the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period $4,000,000 in any Fiscal Year, which, if not used in any Fiscal Year, may be carried forward to the next two succeeding subsequent Fiscal YearsYear; (B) with the proceeds of any sale or issuance of Qualified the Capital Stock of any Borrower or any Parent Company (to the extent such proceeds that are contributed in respect of Qualified Capital Stock to any Borrower or any Restricted Subsidiary); ornot otherwise applied; (C) with the net proceeds of any key-man life insurance policiespolicies received during such Fiscal Year; or (D) with Cash and Cash Equivalents in an amount not to exceed, together with the aggregate amount of all Cash payments made in respect of notes issued pursuant to Section 6.01(n) and clause (A) of this clause (ii), $4,000,000 in any Fiscal Year, which, if not used in any Fiscal Year, may be carried forward to the next subsequent Fiscal Year; (iii) so long as no Event of Default then exists or would result therefrom and, to the Canadian Borrower extent applicable, subject to the conditions set forth in clause (a)(ii) of the definition of Available Amount, the Borrowers may make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Canadian Borrower elects Borrowers elect to apply to this clause (iii)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(Biii); (iv) the Canadian Borrower Borrowers may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and or (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of any Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub clause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Canadian Borrower Borrowers may repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or warrants or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of such warrants, options or warrants or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) the Canadian Borrower Borrowers may pay (or make Restricted Payments to allow any Parent Company to pay) fees and expenses under the Management Agreement subject to the restrictions set forth in, and in an amount not to exceed the amount set forth in, Section 6.09(f)(i); (vii) the Canadian Borrower may make Restricted Payments, the proceeds of which are applied (iA) on the Closing Date, solely to effect the consummation of the Transactions and (iiB) on and after the Closing Date, to satisfy any payment obligations owing under the Share Purchase Acquisition Agreement (including as in effect on the date hereof) and the payment of working capital, purchase price adjustments and/or deferred transaction fees) and to pay any Transaction Costs, in each case, with respect to the Transactions; (viiivii) so long as no Event of Default existsshall have occurred and be continuing at the time of the declaration thereof or would result therefrom, following the consummation of a Qualifying an IPO, the Canadian Borrower Borrowers may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in an amount equal of up to the sum of (A) 66.0% per annum of the net Cash proceeds received by or contributed to the Canadian Borrower Borrowers from any such Qualifying IPO and (B) 5% of the market capitalization at the time of such Qualifying IPO; (ixviii) the Canadian Borrower Borrowers may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of any Borrower and/or or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of sub clauses subclauses (A) and (B)) above, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to any Borrower and/or any Restricted or a Subsidiary) of, Qualified Capital Stock of any Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrowers and/or any Restricted Borrower or any Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any the Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a any Borrower or a Restricted Subsidiary) of any the Refunding Capital Stock; (xix) to the extent constituting a Restricted Payment, the Canadian Borrower Borrowers may consummate any transaction permitted by Section 6.06 (other than Sections 6.06(j) and (t)), Section 6.07 (other than Section 6.07(g)) and Section 6.09 (other than Section 6.09(d) and (j)); and (x) [Reserved]; (xi) so long as no Event of Default exists or would result therefrom, the Canadian Borrower may make additional Restricted Payments in an aggregate amount not to exceed the greater of US$21,000,000 and 20% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period minus (A) the amount of Restricted Debt Payments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.04(b)(iv), minus (B) the outstanding amount of Investments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii); (xii) the Canadian Borrower may pay any dividend or consummate any redemption within 60 days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend or redemption notice would have complied with the provisions hereof; (xiiixii) the Canadian any Borrower or any Subsidiary may make additional Restricted Payments so long as Payments; provided that after giving Pro Forma Effect thereto, (A) no Event of Default exists or would result therefrom and (Bi) the First Lien Total Net Leverage Ratio, Ratio (calculated on a Pro Forma Basis) is not greater than 4.75:1.00 as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(b) or (c), as applicable, on or prior to the making of such Restricted Payment and (ii) no Event of Default shall have occurred and be continuing or would not exceed 4.00:1.00result therefrom; (xiii) the Borrowers may make Restricted Payments to the extent necessary to make Tax Distributions; and (xiv) each Restricted so long as no Event of Default then exists or would result therefrom, any Borrower or any Subsidiary may make additional Restricted Payments up to any Borrower and other Restricted Subsidiaries of any Borrower (and, in the case of a Restricted Payment by a non-Wholly Owned Subsidiary that is a Restricted Subsidiary, an amount equal to the Borrower greater of $5,000,000 and any other 5.0% of Consolidated Adjusted EBITDA at the time such payment is made less the aggregate amount previously or concurrently used to make Investments pursuant to Section 6.06(q)(iii) or Restricted Subsidiary, as compared Debt Payments pursuant to the other owners of Capital Stock in such Restricted Subsidiary, on a pro rata or more than pro rata basis based on their ownership interests of the relevant class of Capital StockSection 6.04(b)(viii)(B).; and (b) The Borrowers shall not, nor shall they permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other property) property on or in respect of principal of or interest on (x) any Junior Lien Indebtedness or (y) any Junior Indebtedness (such Indebtedness under clauses (x) and (y), collectivelyIndebtedness, the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to its scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any the purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt permitted hereunder made by exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted by Section 6.01(p)6.01; (ii) payments as part of an “applicable high yield discount obligation” catch- catch-up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due in respect of any Restricted Debt, except for any Debt (other than payments with respect to any Subordinated Indebtedness that are prohibited by the subordination provisions thereof); (iv) so long as no Event of Default exists or would result therefrompayments with respect to intercompany Indebtedness permitted under Section 6.01, additional Restricted Debt Payments in an aggregate amount not subject to exceed the greater of US$21,000,000 and 20% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, minus (A) the amount of Restricted Payments made by the Borrowers in reliance on Section 6.04(a)(xi) and (B) the outstanding amount of Investments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii)subordination provisions applicable thereto; (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, of Capital Stock of any Parent Company or Qualified Capital Stock of any Borrower and/or or any Restricted Subsidiary Guarantor (other than issuances to any Borrower or any Subsidiary), and/or any capital contribution in respect of Qualified Capital Stock of any Borrower or any Restricted SubsidiaryBorrower, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of any Parent Company, any Borrower and/or or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.01; (vi) so long as no Event of Default then exists or would result therefrom and, to the extent applicable, subject to the conditions set forth in clause (a)(ii) of the definition of Available Amount, Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that either Borrower elects the Borrowers elect to apply to this clause (vi)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Debt Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that either Borrower elects to apply to this clause (vi)(Bvi); (vii) additional Restricted Debt Payments; provided, that (A) both before and after giving effect thereto on a Pro Forma Basis, so long as no Event of Default then exists and (B) or would result therefrom, additional Restricted Debt Payments provided that the First Lien Total Net Leverage Ratio, Ratio would not exceed 4.75:1.00 calculated on a Pro Forma BasisBasis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(b) or (c), as applicable, prior to the date of delivery of irrevocable notice with respect thereto; (viii) so long as no Event of Default then exists or would result therefrom, additional Restricted Debt Payments up to an amount equal to the greater of $5,000,000 and 5.0% of Consolidated Adjusted EBITDA at the date of delivery of irrevocable notice with respect thereto less the aggregate amount previously or concurrently used to make an Investment pursuant to Section 6.06(q)(iii) plus, if the Borrowers so elect, amounts in lieu of any amounts permitted to be made as Restricted Payments under Section 6.04(a)(xiv) at such time; and (ix) mandatory prepayments of any Second Lien Facility made with Declined Proceeds (it being understood that any Declined Proceeds applied to make Restricted Debt Payments in reliance on this Section 6.04(b) shall not exceed 4.25:1.00increase the amount available under clause (a)(viii) of the definition of “Available Amount” to the extent so applied). For purposes of determining compliance at any time with this Section 6.04, the Borrowers, in their sole discretion, from time to time, may classify or reclassify such transaction or item (or portion thereof) in accordance with Section 1.03.

Restricted Payments; Certain Payments of Indebtedness. (a) The Canadian Parent Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) The Canadian the Parent Borrower may make customary Restricted Payments to the extent necessary to permit any Parent Company: (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers and/or consultants of any Parent Company) and franchise fees and Taxes and similar fees, Taxes and expenses required to enable such Parent Company to maintain its organizational existence or qualification to do business, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company and its subsidiaries (but excluding the portion of such amount that is attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Parent Borrower and their its subsidiaries); (B) [reservedReserved];. (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent such expenses are attributable to any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Parent Borrower and/or their its subsidiaries), the Parent Borrower and its subsidiaries; (D) for the payment of insurance premiums to the extent attributable to any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Parent Borrower and/or their its subsidiaries), the Borrowers Parent Borrower and their its subsidiaries; (E) to pay (x) fees and expenses related to debt or equity offerings, investments or acquisitions permitted or not restricted by this Agreement (whether or not consummated) and (y) Public Company Costs; (F) to finance any Investment permitted under Section 6.06 (provided, provided that (x) any Restricted Payment under this clause (a)(i)(F) shall be made substantially concurrently with the closing of such Investment, Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to the Borrowers Parent Borrower or one or more of their its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrowers Parent Borrower or one or more of their its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.06 as if undertaken as a direct Investment by the relevant Parent Borrower or the relevant Restricted Subsidiary and (z) such Investment shall not build the Available AmountSubsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrowers Parent Borrower and/or their its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Canadian Parent Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement or other acquisition or retirement for value of Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any the Parent Borrower or any subsidiary: (A) in accordance with Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect terms of promissory notes issued pursuant to evidence any obligation Section 6.01(o), so long as the aggregate amount of all Cash payments made in respect of such promissory notes, together with the aggregate amount of Restricted Payments made pursuant to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant sub-clause (or any Affiliate or Immediate Family Member thereofD) of any Parent Companythis clause (ii) below, any Borrower or any subsidiary) in an aggregate amount does not to exceed the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period $30,000,000 in any Fiscal Year, which, if not used in any Fiscal Year, may be carried forward to the next two succeeding subsequent Fiscal Years; (B) with the proceeds of any sale or issuance of Qualified the Capital Stock of any the Parent Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to any the Parent Borrower or any Restricted Subsidiary); or) other than any amounts constituting a Cure Amount or any amount that has been added to the Available Excluded Contribution Amount or the Available Amount; (C) with the net proceeds of any key-man life insurance policies; or (D) with Cash and Cash Equivalents in an amount not to exceed, together with the aggregate amount of all cash payments made pursuant to sub-clause (A) of this clause (ii) in respect of promissory notes issued pursuant to Section 6.01(o), $30,000,000 in any Fiscal Year, which, if not used in any Fiscal Year, may be carried forward to subsequent Fiscal Years; (iii) the Canadian Parent Borrower may make additional Restricted Payments in an amount not to exceed (A) so long as the Fixed Charge Coverage Ratio, calculated on a Pro Forma Basis, would not be less than 2.00:1.00, the portion, if any, of the Available Amount on such date that the Canadian Parent Borrower elects to apply to this clause (iii)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Canadian Parent Borrower elects to apply to this clause (iii)(B); (iv) the Canadian Parent Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of any the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub sub-clause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Canadian Parent Borrower may repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (viA) for any taxable year (or portion thereof) that Borrower is a partnership or disregarded entity for U.S. federal income Tax purposes and no Parent Company is treated as a corporation for U.S. federal income tax purposes, the Canadian Parent Borrower may pay (or make Restricted Payments to allow fund the income tax liabilities of the direct or indirect equity owners of Borrower, in an assumed amount equal to the product of (x) the highest combined marginal federal and applicable state and/or local statutory Tax rate applicable to a direct or indirect taxpayer equity owner of Borrower, and (y) the U.S. federal taxable income of the Parent Borrower for such year (or portion thereof), provided that (i) such calculation shall take into account the character of income or gain, preferential tax rates and the deductibility of state and local income taxes for US federal income tax purposes; (ii) such taxable income shall be reduced by any losses previously allocated to the equity owners to the extent such loss has not previously been used to offset taxable income of Borrower; (iii) such distributions shall be reduced by any amounts withheld by the Parent Borrower or its Subsidiaries (or otherwise paid directly to any Governmental Authority) with respect to any taxable income or gain of Borrower and any tax credits Borrower allocated to its equity owners); or (B) for any taxable period (or portion thereof) that a Parent Company is treated as a corporation for U.S. federal income tax purposes and for which Borrower and any of its subsidiaries are members (or are pass-through entities of such members) of a consolidated, combined or similar income Tax group for U.S. federal, state or local income Tax purposes for which such Parent Company is the common parent, the Parent Borrower may make Restricted Payments to such Parent Company to paypay the portion of any U.S. federal, state or local income Taxes (as applicable) fees and expenses under the Management Agreement subject of such Parent Company for such taxable period that are attributable to the restrictions set forth inincome of the Parent Borrower and/or its applicable subsidiaries; provided that the aggregate amount of any such distributions with respect to federal, and in an amount state or local Taxes, as applicable, shall not to exceed the aggregate amount set forth inof such Taxes the Parent Borrower and its subsidiaries that are part of such group would be required to pay in respect of such U.S. federal, Section 6.09(f)(i);state or local Taxes on a stand-alone basis for such taxable period; provided, further, that the amount of such distributions with respect to any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid by such Unrestricted Subsidiary for such purpose. (vii) the Canadian Parent Borrower may make Restricted Payments, the proceeds of which are applied (i) on the Closing Date, solely to effect the consummation of the Transactions and (ii) on and after the Closing Date, to satisfy any payment obligations owing under the Share Purchase Agreement (including payment of working capital, purchase price adjustments and/or deferred transaction fees) and to pay Transaction Costs, in each case, with respect to the TransactionsReorganization Agreement; (viii) so long as no Event of Default exists, following the consummation of a the first Qualifying IPO, the Canadian Parent Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in an amount equal not to exceed the sum greater of (Ai) 6% per annum of the net Cash proceeds received by or contributed to the Canadian Parent Borrower from such any Qualifying IPO and or (Bb) 5% per annum of the aggregate market capitalization at of the time of such Qualifying IPOapplicable Parent Company; (ix) the Canadian Parent Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of any the Parent Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of sub clauses subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to any the Parent Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of any the Parent Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrowers Parent Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a the Parent Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (x) to the extent constituting a Restricted Payment, the Canadian Parent Borrower may consummate any transaction permitted by Section 6.06 (other than Sections 6.06(j) and (t)), Section 6.07 (other than Section 6.07(g)) and Section 6.09 (other than Section 6.09(d)); (xi) so long as no Event of Default exists or would result therefrom, the Canadian Parent Borrower may make additional Restricted Payments in an aggregate amount not to exceed the greater of US$21,000,000 $160,000,000 and 204.0% of Consolidated Adjusted EBITDA Total Assets as of the Borrowers and their Restricted Subsidiaries for last day of the most recently ended Test Period minus (A) the amount of Restricted Debt Payments made by any the Parent Borrower or any Restricted Subsidiary in reliance on Section 6.04(b)(iv6.04(b)(iv)(B), minus (B) the outstanding amount of Investments made by any the Parent Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii); (xii) the Canadian Parent Borrower may pay any dividend or consummate any redemption within 60 days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend or redemption notice would have complied with the provisions hereof;; and (xiii) the Canadian Parent Borrower may make additional Restricted Payments so long as (Ai) no Event of Default exists or would result therefrom and (Bii) the First Lien Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.00:1.00; and (xiv) each Restricted Subsidiary may make Restricted Payments to any Borrower and other Restricted Subsidiaries of any Borrower (and, in the case of a Restricted Payment by a non-Wholly Owned Subsidiary that is a Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary, as compared to the other owners of Capital Stock in such Restricted Subsidiary, on a pro rata or more than pro rata basis based on their ownership interests of the relevant class of Capital Stock).4.50:1.00; (b) The Borrowers Parent Borrower shall not, nor shall they permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other property) on or in respect of principal of or interest on (xy) any Junior Lien Indebtedness or (yz) any Junior Indebtedness (such Indebtedness under clauses (xy) and (yz), collectively, the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to its scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt permitted hereunder made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted by Section 6.01(p)6.01; (ii) payments as part of an “applicable high yield discount obligation” catch- catch-up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due in respect of any Restricted Debt, except for any payments with respect to any Subordinated Indebtedness that are prohibited by the subordination provisions thereof; (iv) so long as as, at the time of delivery of irrevocable notice with respect thereto, no Event of Default exists or would result therefrom, additional Restricted Debt Payments in an aggregate amount not to exceed exceed: (A) the greater of US$21,000,000 $160,000,000 and 204.0% of Consolidated Adjusted EBITDA Total Assets as of the Borrowers last day of the most recently ended Test Period, minus the amount of Investments made in reliance on Section 6.06(q)(iii); plus (B) the greater of $160,000,000 and their Restricted Subsidiaries 4.0% of Consolidated Total Assets as of the last day of the most recently ended Test Period, minus (A1) the amount of Restricted Payments made by the Borrowers Parent Borrower or any Restricted Subsidiary in reliance on Section 6.04(a)(xi) and 6.04(a)(x), minus (B2) the outstanding amount of Investments made by any the Parent Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of any the Parent Borrower and/or any Restricted Subsidiary and/or any capital contribution in respect of Qualified Capital Stock of any the Parent Borrower or any Restricted Subsidiary, in each case, other than any amounts constituting a Cure Amount or any amount that has been added to the Available Excluded Contribution Amount or the Available Amount, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of any the Parent Borrower and/or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.01; (vi) Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that either the Parent Borrower elects to apply to this clause (vi)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Debt Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that either the Parent Borrower elects to apply to this clause (vi)(B); (vii) additional Restricted Debt Payments; provided, provided that (A) both before and after giving effect thereto on a Pro Forma Basis, no Event of Default exists and (B) the First Lien Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.25:1.004.75:1.00; and (viii) Restricted Debt Payments with respect to any Indebtedness incurred in connection with any NMTC Transaction.

Restricted Payments; Certain Payments of Indebtedness. (a) The Canadian Parent Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) The Canadian the Parent Borrower may make customary Restricted Payments to the extent necessary to permit any Parent Company: (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses, expenses to prepare any Tax returns or defend any Tax claims, and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers and/or consultants of any Parent Company) and franchise fees and Taxes and similar fees, Taxes and expenses required to enable such Parent Company to maintain its organizational existence or qualification to do business, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company and its subsidiaries (but excluding the portion of such amount that is attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Parent Borrower and their its subsidiaries); (B) [reserved]to pay scheduled and overdue interest and payments as part of an AHYDO catch-up payment, in each case, in respect of any Indebtedness of any Parent Company to the extent the Net Proceeds thereof were contributed to the Parent Borrower; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent such expenses are attributable to any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Parent Borrower and/or their its subsidiaries), the Parent Borrower and its subsidiaries; (D) for the payment of insurance premiums to the extent attributable to any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Parent Borrower and/or their its subsidiaries), the Borrowers Parent Borrower and their its subsidiaries; (E) to pay (x) fees and expenses related to debt or equity offeringsofferings by any Parent Company, investments or acquisitions permitted or not restricted by this Agreement (whether or not consummated) and (y) Public Company Costs; (F) to finance any Investment permitted under Section 6.06 (provided, provided that (x) any Restricted Payment under this clause (a)(i)(F) shall be made substantially concurrently with the closing of such Investment, Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to the Borrowers Parent Borrower or one or more of their its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrowers Parent Borrower or one or more of their its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.06 as if undertaken as a direct Investment by the relevant Parent Borrower or the relevant Restricted Subsidiary and (z) such Investment shall not build the Available AmountSubsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrowers Parent Borrower and/or their its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Canadian Parent Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement or other acquisition or retirement for value of Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any the Parent Borrower or any subsidiary: (A) in accordance with Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect terms of promissory notes issued pursuant to evidence any obligation Section 6.01(o), so long as the aggregate amount of all Cash payments made in respect of such promissory notes, together with the aggregate amount of Restricted Payments made pursuant to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant sub-clause (or any Affiliate or Immediate Family Member thereofD) of this clause (ii) below, does not exceed in any Parent Company, any Borrower or any subsidiary) in an aggregate amount not to exceed Fiscal Year the greater of US$11,000,000 $32,000,000 and 1012.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period in any Fiscal YearEBITDA, which, if not used in any Fiscal Year, may be carried forward to the next two succeeding subsequent Fiscal Years; (B) with the proceeds of any sale or issuance of Qualified the Capital Stock of any the Parent Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to any the Parent Borrower or any Restricted Subsidiary); or; (C) with the net proceeds of any key-man life insurance policies; or (D) with Cash and Cash Equivalents in an amount not to exceed in any Fiscal Year, together with the aggregate amount of all cash payments made pursuant to sub-clause (A) of this clause (ii) in respect of promissory notes issued pursuant to Section 6.01(o), the greater of $32,000,000 and 12.0% of Consolidated Adjusted EBITDA, which, if not used in any Fiscal Year, may be carried forward to subsequent Fiscal Years; (iii) the Canadian Parent Borrower may make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Canadian Parent Borrower elects to apply to this clause (iii)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(Biii); (iv) the Canadian Parent Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of any the Parent Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub sub-clause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Canadian Parent Borrower may repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of of, or Tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) (A) for any taxable period (or portion thereof) that a Parent Company is treated as a corporation for U.S. federal income tax purposes and for which a Borrower and/or any of its subsidiaries are members (or are pass-through entities of such members) of a consolidated, combined, unitary or similar income Tax group for U.S. federal, state, local or foreign income Tax purposes (a “Tax Group”) for which a parent is the Canadian common parent, the Parent Borrower may pay (or make Restricted Payments to allow such parent to pay the portion of any Parent Company to payU.S. federal, state, local or foreign income Taxes (as applicable) fees and expenses under the Management Agreement subject of such parent for such taxable period that are attributable to the restrictions set forth in, and in an income of the Parent Borrower and/or its applicable subsidiaries; provided that the aggregate amount of such distributions shall not to exceed the aggregate Taxes the Parent Borrower and/or its subsidiaries, as applicable, would be required to pay in respect of such U.S. federal, state, local and foreign Taxes on a stand-alone consolidated basis for such taxable period; provided further that the amount set forth inof such distributions with respect to any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid by such Unrestricted Subsidiary to a Borrower or any of its Restricted Subsidiaries for such purpose and (B) without duplication of amounts payable under clause (A), Section 6.09(f)(i)the Parent Borrower may make Restricted Payments to pay the Taxes of such Tax Group attributable to the Performance Chemicals Sale; (vii) to the Canadian extent constituting Restricted Payments, the Parent Borrower may make Restricted Payments, the proceeds of which are applied (i) on the Closing Date, solely to effect the consummation of the Transactions and (ii) on and after the Closing Date, to satisfy any payment obligations owing under the Share Purchase Agreement (including payment of working capital, purchase price adjustments and/or deferred transaction fees) and Payments to pay Transaction Costs, in each case, with respect to the Transactions; (viii) so long as no Event of Default exists, following exists at the consummation time of a Qualifying IPO, declaration of such Restricted Payment the Canadian Parent Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in not to exceed an aggregate amount per annum equal to the sum of (A) 6% per annum of the net Cash proceeds received by or contributed to the Canadian Borrower from such Qualifying IPO $40,000,000 and (B) 5an amount equal to 7% of the market capitalization at the time of such Qualifying IPOMarket Capitalization; (ix) the Canadian Parent Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of any the Parent Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of sub clauses subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to any the Parent Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of any the Parent Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrowers Parent Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a the Parent Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (x) to the extent constituting a Restricted Payment, the Canadian Parent Borrower may consummate any transaction permitted by Section 6.06 (other than Sections 6.06(j) and (t)), Section 6.07 (other than Section 6.07(g)) and Section 6.09 (other than Section 6.09(d)); (xi) so long as no Event of Default exists or would result therefrom, the Canadian Parent Borrower may make additional Restricted Payments in an aggregate amount not to exceed the greater of US$21,000,000 $95,000,000 and 2035.0% of Consolidated Adjusted EBITDA minus the sum of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period minus (A) the amount of any amounts under this Section 6.04(a)(xi) reallocated to make Restricted Debt Payments made by any Borrower or any Restricted Subsidiary in reliance on pursuant to Section 6.04(b)(iv), minus ) (B) the outstanding amount of any amounts under this Section 6.04(a)(xi) reallocated to make Investments made by pursuant to Section 6.06(q), and (C) any Borrower or any Restricted Subsidiary in reliance on amounts under this Section 6.06(q)(ii6.04(a)(xi) reallocated to incur Indebtedness pursuant to Section 6.01(u) (which may be further reallocated as provided therein); (xii) the Canadian Parent Borrower may pay any dividend or consummate any redemption within 60 sixty (60) days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend or redemption notice would have complied with the provisions hereof; (xiii) the Canadian Parent Borrower may make additional Restricted Payments so long as (A) no Event of Default exists or would result therefrom and (B) the First Lien Total Leverage Ratio, calculated on a Pro Forma BasisBasis at the time of declaration thereof, would not exceed 4.00:1.00; and4.50:1.00; (xiv) each Restricted Subsidiary the Parent Borrower may make Restricted Payments to enable any Borrower and other Parent Company to make Restricted Subsidiaries of any Borrower (and, Payments solely in the case Qualified Capital Stock of a such Parent Company; (xv) the Parent Borrower may make Restricted Payment by a non-Wholly Owned Subsidiary that is a Payments (A) to pay amounts permitted under Section 6.09(f), (g), (h), (i), (k) and (m) and (B) otherwise in an amount not to exceed $500,000 per calendar year; (xvi) the Parent Borrower may make Restricted Subsidiary, to Payments in the Borrower and any other Restricted Subsidiary, as compared to the other owners form of Capital Stock in such of, or Indebtedness owed to Holdings, the Parent Borrower or a Restricted SubsidiarySubsidiary by, on a pro rata Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are Cash and Cash Equivalents (except to the extent constituting proceeds from the Disposition of all or more than pro rata basis based on their ownership interests substantially all of the relevant class assets of Capital Stocksuch Unrestricted Subsidiary) and/or intellectual property material (as determined by the Parent Borrower in good faith) to the business of the Parent Borrower and its Restricted Subsidiaries, taken as a whole); and (xvii) the Parent Borrower may make Restricted Payments in an aggregate amount not to exceed $450,000,000 (the “Special Dividend”). (b) The Borrowers Parent Borrower shall not, nor shall they it permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other property) on or in respect of principal of or interest on (x) any Junior Lien Indebtedness or (y) any Junior Indebtedness Subordinated Indebtedness, in each cases of clauses (x) and (y), with an individual outstanding principal amount in excess of the Threshold Amount (such Indebtedness under clauses (x) and (y), collectivelyin each case, with an individual outstanding principal amount in excess of the Threshold Amount, the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to its scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt permitted hereunder made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted by Section 6.01 (except to the extent subject to clause (iv)(C) of the proviso to Section 6.01(p)); (ii) payments as part of an “applicable high yield discount obligation” catch- AHYDO catch-up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due in respect of any Restricted Debt, except for any payments with respect to any such Subordinated Indebtedness that are prohibited by the subordination provisions thereof; (iv) so long as as, at the time of delivery of irrevocable notice with respect thereto, no Event of Default exists or would result therefrom, additional Restricted Debt Payments in an aggregate amount not to exceed (i) the sum of (A) the greater of US$21,000,000 $95,000,000 and 2035.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, minus (AB) the amount of Restricted Payments made by the Borrowers in reliance on any amounts reallocated to this Section 6.04(b)(iv) from Section 6.04(a)(xi) and Section 6.06(q), minus (Bii) the outstanding amount of any amounts reallocated from this Section 6.04(b)(iv) to make Investments made by any Borrower or any Restricted Subsidiary in reliance on pursuant to Section 6.06(q)(ii6.06(q); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of any the Parent Borrower and/or any Restricted Subsidiary and/or any capital contribution in respect of Qualified Capital Stock of any the Parent Borrower or any Restricted Subsidiary, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of any the Parent Borrower and/or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-in-in- kind interest with respect to any Restricted Debt that is permitted under Section 6.01; (vi) Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that either the Parent Borrower elects to apply to this clause (vi)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Debt Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that either Borrower elects to apply to this clause (vi)(Bvi); (vii) additional Restricted Debt Payments; provided, that (A) both before and after giving effect thereto on a Pro Forma Basis, no Event of Default exists and (B) the First Lien Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.25:1.00.

Restricted Payments; Certain Payments of Indebtedness. (a) The Canadian Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) The Canadian the Borrower may make customary Restricted Payments to the extent necessary to permit any Parent Company: (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers and/or consultants of any Parent Company) and franchise fees and Taxes and similar fees, Taxes and expenses required to enable such Parent Company to maintain its organizational existence or qualification to do business, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company and its subsidiaries (but excluding the portion of such amount that is attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Borrower and their its subsidiaries); (B) [reserved]to pay scheduled and overdue interest and payments as part of an AHYDO catch-up payment, in each case, in respect of any Indebtedness of any Parent Company to the extent the Net Proceeds thereof were contributed to the Borrower; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent such expenses are attributable to any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Borrower and/or their its subsidiaries), the Borrower and its subsidiaries; (D) for the payment of insurance premiums to the extent attributable to any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Borrower and/or their its subsidiaries), the Borrowers Borrower and their its subsidiaries; (E) to pay (x) fees and expenses related to debt or equity offeringsofferings by any Parent Company, investments or acquisitions permitted or not restricted by this Agreement (whether or not consummated) and (y) Public Company Costs; (F) to finance any Investment permitted under Section 6.06 (provided, provided that (x) any Restricted Payment under this clause (a)(i)(F) shall be made substantially concurrently with the closing of such Investment, Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to the Borrowers Borrower or one or more of their its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrowers Borrower or one or more of their its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.06 as if undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiary and (z) such Investment shall not build the Available AmountSubsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrowers Borrower and/or their its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Canadian Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement or other acquisition or retirement for value of Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any the Borrower or any subsidiary: (A) in accordance with Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect terms of promissory notes issued pursuant to evidence any obligation Section 6.01(o), so long as the aggregate amount of all Cash payments made in respect of such promissory notes, together with the aggregate amount of Restricted Payments made pursuant to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant sub-clause (or any Affiliate or Immediate Family Member thereofD) of this clause (ii) below, does not exceed in any Parent Company, any Borrower or any subsidiary) in an aggregate amount not to exceed Fiscal Year the greater of US$11,000,000 $20,000,000 and 1012.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period in any Fiscal YearEBITDA, which, if not used in any Fiscal Year, may be carried forward to the next two succeeding subsequent Fiscal Years; (B) with the proceeds of any sale or issuance of Qualified the Capital Stock of any the Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to any the Borrower or any Restricted Subsidiary); or; (C) with the net proceeds of any key-man life insurance policies; or (D) with Cash and Cash Equivalents in an amount not to exceed in any Fiscal Year, together with the aggregate amount of all cash payments made pursuant to sub-clause (A) of this clause (ii) in respect of promissory notes issued pursuant to Section 6.01(o), the greater of $20,000,000 and 12.0% of Consolidated Adjusted EBITDA, which, if not used in any Fiscal Year, may be carried forward to subsequent Fiscal Years; (iii) the Canadian Borrower may make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(Biii); (iv) the Canadian Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of any the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub sub-clause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Canadian Borrower may repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of of, or tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) for any taxable period (or portion thereof) that a Parent Company is treated as a corporation for U.S. federal income tax purposes and for which Borrower and/or any of its subsidiaries are members (or are pass-through entities of such members) of a consolidated, combined, unitary or similar income Tax group for U.S. federal, state, local or foreign income Tax purposes for which such Parent Company is the Canadian common parent, the Borrower may pay (or make Restricted Payments to allow any such Parent Company to paypay the portion of any U.S. federal, state, local or foreign income Taxes (as applicable) fees and expenses under the Management Agreement subject of such Parent Company for such taxable period that are attributable to the restrictions set forth in, and in an income of the Borrower and/or its applicable subsidiaries; provided that the aggregate amount of such distributions shall not to exceed the aggregate Taxes the Borrower and/or its subsidiaries, as applicable, would be required to pay in respect of such U.S. federal, state, local and foreign Taxes on a stand-alone basis for such taxable period; provided further that the amount set forth in, Section 6.09(f)(i)of such distributions with respect to any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid by such Unrestricted Subsidiary for such purpose; (vii) the Canadian Borrower may make Restricted Payments, Payments to consummate the proceeds of which are applied (i) Transactions on the Closing Date and to the extent not paid on the Closing Date, solely thereafter to effect the consummation of the Transactions pay working capital and (ii) on and after the Closing Date, to satisfy any payment obligations owing under the Share Purchase Agreement (including payment of working capital, purchase price adjustments and/or deferred transaction fees) and to pay other payment obligations under the Merger Agreement and Transaction Costs, in each case, with respect to the Transactions; (viii) so long as no Event of Default existsexists at the time of declaration of such Restricted Payment, following the consummation of a the first Qualifying IPO, the Canadian Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in an amount equal to the sum of (A) 6% per annum of the net Cash proceeds received by or contributed to the Canadian Borrower from such Qualifying IPO and (B) 5% of the market capitalization at the time of such any Qualifying IPO; (ix) the Canadian Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of any the Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of sub clauses subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to any the Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of any the Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrowers Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a the Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (x) to the extent constituting a Restricted Payment, the Canadian Borrower may consummate any transaction permitted by Section 6.06 (other than Sections 6.06(j) and (t)), Section 6.07 (other than Section 6.07(g)) and Section 6.09 (other than Section 6.09(d)); (xi) so long as no Event of Default exists or would result therefrom, the Canadian Borrower may make additional Restricted Payments in an aggregate amount not to exceed the greater of US$21,000,000 $40,000,000 and 2025.0% of Consolidated Adjusted EBITDA minus the sum of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period minus (Ai) the amount of any amounts under this Section 6.04(a)(xi) reallocated to make Restricted Debt Payments made by any Borrower or any Restricted Subsidiary in reliance on pursuant to Section 6.04(b)(iv6.04(b)(iv)(B), minus (Bii) the outstanding amount of any amounts under this Section 6.04(a)(xi) reallocated to make Investments made by pursuant to Section 6.06(q), and (iii) any Borrower or any Restricted Subsidiary in reliance on amounts under this Section 6.06(q)(ii6.04(a)(xi) reallocated to incur Indebtedness pursuant to Section 6.01(u); (xii) the Canadian Borrower may pay any dividend or consummate any redemption within 60 days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend or redemption notice would have complied with the provisions hereof; (xiii) the Canadian Borrower may make additional Restricted Payments so long as (A) no Event of Default exists or would result therefrom and (B) the First Lien Total Leverage Ratio, calculated on a Pro Forma BasisBasis at the time of declaration thereof, would not exceed 4.00:1.00; and5.25:1.00; (xiv) each Restricted Subsidiary the Borrower may make Restricted Payments to enable any Borrower and other Parent Company to make Restricted Subsidiaries of any Borrower (and, Payments solely in the case Qualified Capital Stock of a Restricted Payment by a non-Wholly Owned Subsidiary that is a Restricted Subsidiary, to such Parent Company; and (xv) the Borrower may make Restricted Payments to pay amounts permitted under Section 6.09(f) and any other Restricted Subsidiary, as compared to the other owners of Capital Stock in such Restricted Subsidiary, on a pro rata or more than pro rata basis based on their ownership interests of the relevant class of Capital Stock(g). (b) The Borrowers Holdings and the Borrower shall not, nor shall they permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other property) on or in respect of principal of or interest on (x) any Junior Lien Indebtedness or (y) any Junior Indebtedness Subordinated Indebtedness, in each cases of clauses (x) and (y), with an individual outstanding principal amount in excess of the Threshold Amount (such Indebtedness under clauses (x) and (y), collectivelyin each case, with an individual outstanding principal amount in excess of the Threshold Amount, the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to its scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt permitted hereunder made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted by Section 6.01 (except to the extent subject to clause (iv)(C) of the proviso to Section 6.01(p); (ii) payments as part of an “applicable high yield discount obligation” catch- AHYDO catch-up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due in respect of any Restricted Debt, except for any payments with respect to any such Subordinated Indebtedness that are prohibited by the subordination provisions thereof; (iv) so long as as, at the time of delivery of irrevocable notice with respect thereto, no Event of Default exists or would result therefrom, additional Restricted Debt Payments in an aggregate amount not to exceed (i) the sum of (A) the greater of US$21,000,000 $40,000,000 and 2025.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, minus (AB) the amount of Restricted Payments made by the Borrowers in reliance on any amounts reallocated to this Section 6.04(b)(iv) from Section 6.04(a)(xi) and Section 6.06(q), minus (Bii) the outstanding amount of any amounts reallocated from Section 6.04(b)(iv)(A) to make Investments made by any Borrower or any Restricted Subsidiary in reliance on pursuant to Section 6.06(q)(ii6.06(q); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of any the Borrower and/or any Restricted Subsidiary and/or any capital contribution in respect of Qualified Capital Stock of any the Borrower or any Restricted Subsidiary, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of any the Borrower and/or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.01; (vi) Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that either the Borrower elects to apply to this clause (vi)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Debt Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that either Borrower elects to apply to this clause (vi)(Bvi); (vii) additional Restricted Debt Payments; provided, that (A) both before and after giving effect thereto on a Pro Forma Basis, no Event of Default exists and (B) the First Lien Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.25:1.00.

Restricted Payments; Certain Payments of Indebtedness. (a) The Canadian Borrower No Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) The Canadian Borrower the Issuer may make customary Restricted Payments to the extent necessary to permit any Parent Company (and so long as such amounts are promptly applied by such Parent Company:): (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers and/or consultants of any Parent Company) and franchise fees and Taxes and similar fees, Taxes and expenses required to enable such Parent Company to maintain its organizational existence or qualification to do business, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company and its subsidiaries (but excluding the portion of such amount that is attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Issuer and their subsidiaries); (B) [reserved]to make Permitted Tax Distributions; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent such expenses are attributable to any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Issuer and/or their subsidiaries), the Issuer and their subsidiaries; (D) for the payment of insurance premiums to the extent attributable to any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Issuer and/or their its subsidiaries), the Borrowers Issuer and their its subsidiaries; (E) to pay (x) fees and expenses related to debt or equity offerings, investments or acquisitions permitted or not restricted by this Agreement (whether or not consummated) relating to the Issuer and its Restricted Subsidiaries and (y) Public Company Costs; (F) to finance any Investment permitted under Section 6.06 (provided, provided that (x) any Restricted Payment under this clause (a)(i)(F) shall be made substantially concurrently with the closing of such Investment, Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to the Borrowers Issuer or one or more of their its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrowers Issuer or one or more of their its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.06 as if undertaken as a direct Investment by the relevant Borrower such Issuer or the relevant Restricted Subsidiary and (z) such Investment shall not build the Available AmountSubsidiary); and; (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrowers Issuer and/or their subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; and (H) to pay costs, expenses and fees associated with litigation or governmental proceedings, investigations or inquires, in each case to the extent such costs, expenses and fees are attributable and reasonably allocated to the operations of the Issuer and/or their subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; provided, that with respect to Restricted Payments under clauses (A), (B), (C), (D), (G) and (H) above, such Restricted Payments that are attributable to any Unrestricted Subsidiary shall be permitted only to the extent that either (x) such Unrestricted Subsidiary has made one or more cash distributions, advances or loans to the Issuer or any of its Restricted Subsidiaries for such purpose in an amount up to the amount of such Unrestricted Subsidiary’s proportionate share of such Restricted Payment or (y) the amount of any such Restricted Payment made by the Issuer on behalf of such Unrestricted Subsidiary is treated as an Investment subject to Section 6.06 hereof; (ii) the Canadian Borrower Issuer may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement or other acquisition or retirement for value of Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any Borrower the Issuer or any subsidiary: (A) with in exchange for promissory notes issued pursuant to Section 6.01(o), so long as the aggregate amount of all Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid payments made in respect of such promissory notes issued notes, together with the aggregate amount of Restricted Payments made pursuant to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant sub-clause (or any Affiliate or Immediate Family Member thereofD) of any Parent Companythis clause (ii) below, any Borrower or any subsidiary) in an aggregate amount does not to exceed the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period $20,000,000 in any Fiscal Year, which, if not used in any Fiscal Year, may be carried forward to the next two succeeding subsequent Fiscal YearsYear; (B) with the proceeds of any sale or issuance of Qualified the Capital Stock of any Borrower the Issuer or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to any Borrower the Issuer or any Restricted Subsidiary); or; (C) with the net proceeds of any key-man life insurance policies; or (D) with Cash and Cash Equivalents in an amount not to exceed, together with the aggregate amount of all cash payments made pursuant to sub-clause (A) of this clause (ii) in respect of promissory notes issued pursuant to Section 6.01(o), $20,000,000 in any Fiscal Year, which, if not used in any Fiscal Year, may be carried forward to the next subsequent Fiscal Year; (iii) so long as no Event of Default then exists or would result therefrom, the Canadian Borrower Issuer may make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Canadian Borrower such Issuer elects to apply to this clause (iii)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Canadian Borrower such Issuer elects to apply to this clause (iii)(B)) to the extent such amount has not otherwise been applied to make Investments, Restricted Payments or Restricted Debt Payments hereunder; provided that, in the case of clause (A) above, the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 1.00:1.00; (iv) the Canadian Borrower Issuer may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of any Borrowerthe Issuer, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub sub-clause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Canadian Borrower Issuer may repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) so long as no Event of Default exists or would result therefrom, the Canadian Borrower Issuer may pay (or make Restricted Payments to allow any Parent Company to pay) fees and expenses under for the Management Agreement subject to the restrictions set forth inrepurchase, and redemption, retirement, dividends or other acquisition or retirement for value of Capital Stock of any Parent Company or any subsidiary in an amount not to exceed per annum the amount set forth ingreater of (x) $30,000,000 in any Fiscal Year, Section 6.09(f)(i)which, if not used in any Fiscal Year, may be carried forward to the next subsequent Fiscal Year and (y) 6.0% of the market capitalization of Indivior PLC measured at the time of each such Restricted Payment; (vii) the Canadian Borrower may make Restricted Payments, the proceeds of which are applied (i) on the Closing Date, solely to effect the consummation of the Transactions and (ii) on and after the Closing Date, to satisfy any payment obligations owing under the Share Purchase Agreement (including payment of working capital, purchase price adjustments and/or deferred transaction fees) and to pay Transaction Costs, in each case, with respect to the Transactions; (viii) so long as no Event of Default exists, following the consummation of a Qualifying IPO, the Canadian Borrower may (or Issuer may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in an amount equal to the sum of (A) 6% per annum of the net Cash proceeds received by or contributed to the Canadian Borrower from such Qualifying IPO and (B) 5% of the market capitalization at the time of such Qualifying IPOother Issuer; (ixviii) the Canadian Borrower Issuer may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of any Borrower the Issuer and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of sub clauses subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to any Borrower the Issuer and/or any Restricted Subsidiary) of, Qualified Capital Stock of any Borrower the Issuer or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrowers Issuer and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Borrower the Issuer or a Restricted Subsidiary) of any Refunding Capital Stock; (xix) to the extent constituting a Restricted Payment, the Canadian Borrower Issuer may consummate any transaction permitted by Section 6.06 (other than Sections 6.06(j) and (t)), ) and Section 6.09 6.07 (other than Section 6.09(d6.07(g)); (xix) so long as no Event of Default exists or would result therefrom, the Canadian Borrower Issuer may make additional other Restricted Payments in an aggregate amount not to exceed the greater of US$21,000,000 (i) $42,500,000 and 20(ii) 12.5% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the Test Period then most recently ended Test Period minus (A) the amount ended, so long as no Event of Restricted Debt Payments made by any Borrower Default shall have occurred and be continuing or any Restricted Subsidiary in reliance on Section 6.04(b)(iv), minus (B) the outstanding amount of Investments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii)shall result therefrom; (xiixi) the Canadian Borrower Issuer may pay any dividend or consummate any redemption within 60 days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend or redemption notice would have complied with the provisions hereof; (xiiixii) the Canadian Borrower Issuer may make additional Restricted Payments in an aggregate amount not to exceed $100,000,000 during the term of this Agreement to allow Indivior PLC to repurchase, redeem and/or retire Capital Stock of Indivior PLC from time to time, so long as no Event of Default shall have occurred and be continuing or shall result therefrom; and (Axiii) other Restricted Payments in an unlimited amount; provided that (i) no Event of Default then exists or would result therefrom and (Bii) the First Lien Total Leverage Ratio, calculated Ratio would be at least 0.50:1.00 on a Pro Forma Basis. For the avoidance of doubt, would not exceed 4.00:1.00; and (xiv) each Restricted Subsidiary Holdings may make Restricted Payments to any Borrower and other Restricted Subsidiaries with the proceeds of any Borrower (and, in the case of a Restricted Payment by a non-Wholly Owned Subsidiary that is a Restricted Subsidiary, permitted hereunder. Notwithstanding anything herein to the Borrower contrary, the only baskets available for Investments made in, or Dispositions or Restricted Payments to, Unrestricted Subsidiaries and their respective Subsidiaries and designations of Unrestricted Subsidiaries shall be Section 6.06(x) (it being understood, for the avoidance of doubt, that the amount of any other Restricted Subsidiarysuch Investment shall be measured solely as of the date of any designation of such Unrestricted Subsidiary or any additional Investment therein, as compared applicable). Notwithstanding anything to the other owners of Capital Stock contrary set forth herein, this Section 6.04(a) is subject to the provisions set forth in such Restricted Subsidiary, on a pro rata or more than pro rata basis based on their ownership interests of the relevant class of Capital StockSection 1.03(b). (b) The Borrowers shall notNeither Holdings nor the Issuer shall, nor shall they permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other property) on or in respect of principal of or interest on (x) any Junior Lien Indebtedness or (y) any unsecured Indebtedness or Junior Indebtedness (such Indebtedness under clauses (x), (y) and (yz), collectively, the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to its scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt permitted hereunder made by exchange for, or out of the proceeds of, the substantially concurrent incurrence of Refinancing Indebtedness permitted by Section 6.01(p); (ii) payments as part of an “applicable high yield discount obligation” catch- catch-up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due in respect of any Restricted Debt, except for any payments with respect to any Subordinated Indebtedness that are prohibited by the subordination provisions thereof; (iv) so long as no Event of Default exists or would result therefrom, additional Restricted Debt Payments in an aggregate amount not to exceed the greater of US$21,000,000 and 20% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, minus (A) the amount of Restricted Payments made by the Borrowers in reliance on Section 6.04(a)(xi) and (B) the outstanding amount of Investments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii)[Reserved]; (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of any Borrower the Issuer and/or any Restricted Subsidiary and/or any capital contribution in respect of Qualified Capital Stock of any Borrower the Issuer or any Restricted Subsidiary, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of any Borrower the Issuer and/or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt to the extent that the incurrence of such additional Restricted Debt is permitted under Section 6.01;; and (vi) so long as no Event of Default exists or would result therefrom, Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that either Borrower the Issuer elects to apply to this clause (vi)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Debt Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that either Borrower the Issuer elects to apply to this clause (vi)(B); (vii) additional to the extent such amount has not otherwise been applied to make Investments, Restricted Payments or Restricted Debt PaymentsPayments hereunder; providedprovided that, that in the case of clause (A) both before and after giving effect thereto on a Pro Forma Basisabove, no Event of Default exists and (B) the First Lien Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.25:1.001.00:1.00.

Restricted Payments; Certain Payments of Indebtedness. (a) The Canadian Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) The Canadian the Lead Borrower may make customary Restricted Payments to the extent necessary to permit any Parent Company: (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers and/or consultants of any Parent Company) and franchise fees and Taxes and similar fees, Taxes and expenses required to enable such Parent Company to maintain its organizational existence or qualification to do business, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company and its subsidiaries (but excluding the portion of such amount that is attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Borrower and their its subsidiaries); (B) [reserved]to pay scheduled and overdue interest and payments as part of an AHYDO catch-up payment, in each case, in respect of any Indebtedness of any Parent Company to the extent the Net Proceeds thereof were contributed to the Lead Borrower; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent such expenses are attributable to any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Lead Borrower and/or their its subsidiaries), the Lead Borrower and its subsidiaries; (D) for the payment of insurance premiums to the extent attributable to any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Lead Borrower and/or their its subsidiaries), the Borrowers Lead Borrower and their its subsidiaries; (E) to pay (x) fees and expenses related to debt or equity offeringsofferings by any Parent Company, investments or acquisitions permitted or not restricted by this Agreement (whether or not consummated) and (y) Public Company Costs; (F) to finance any Investment permitted under Section 6.06 (provided, provided that (x) any Restricted Payment under this clause (a)(i)(F) shall be made substantially concurrently with the closing of such Investment, Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to the Borrowers Lead Borrower or one or more of their its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrowers Lead Borrower or one or more of their its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.06 as if undertaken as a direct Investment by the relevant Lead Borrower or the relevant Restricted Subsidiary and (z) such Investment shall not build the Available AmountSubsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrowers Lead Borrower and/or their its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Canadian Lead Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement or other acquisition or retirement for value of Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any the Lead Borrower or any subsidiary: (A) in accordance with Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect terms of promissory notes issued pursuant to evidence any obligation Section 6.01(o), so long as the aggregate amount of all Cash payments made in respect of such promissory notes, together with the aggregate amount of Restricted Payments made pursuant to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant sub-clause (or any Affiliate or Immediate Family Member thereofD) of this clause (ii) below, does not exceed in any Parent Company, any Borrower or any subsidiary) in an aggregate amount not to exceed Fiscal Year the greater of US$11,000,000 $20,000,000 and 1012.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period in any Fiscal YearEBITDA, which, if not used in any Fiscal Year, may be carried forward to the next two succeeding subsequent Fiscal Years; (B) with the proceeds of any sale or issuance of Qualified the Capital Stock of any the Lead Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to any the Lead Borrower or any Restricted Subsidiary); or; (C) with the net proceeds of any key-man life insurance policies; or (D) with Cash and Cash Equivalents in an amount not to exceed in any Fiscal Year, together with the aggregate amount of all cash payments made pursuant to sub-clause (A) of this clause (ii) in respect of promissory notes issued pursuant to Section 6.01(o), the greater of $20,000,000 and 12.0% of Consolidated Adjusted EBITDA, which, if not used in any Fiscal Year, may be carried forward to subsequent Fiscal Years; (iii) the Canadian Lead Borrower may make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Canadian Lead Borrower elects to apply to this clause (iii)(Biii); (iv) the Canadian Lead Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of any the Lead Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub sub-clause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Canadian Lead Borrower may repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of of, or tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) for any taxable period (or portion thereof) that a Parent Company is treated as a corporation for U.S. federal income tax purposes and for which the Canadian Lead Borrower and/or any of its subsidiaries are members (or are pass-through entities of such members) of a consolidated, combined, unitary or similar income Tax group for U.S. federal, state, local or foreign income Tax purposes for which such Parent Company is the common parent, the Borrower may pay (or make Restricted Payments to allow any such Parent Company to paypay the portion of any U.S. federal, state, local or foreign income Taxes (as applicable) fees and expenses under the Management Agreement subject of such Parent Company for such taxable period that are attributable to the restrictions set forth inincome of the Lead Borrower and/or its applicable subsidiaries; provided that, and in an the aggregate amount of such distributions shall not to exceed the aggregate Taxes the Lead Borrower and/or its subsidiaries, as applicable, would be required to pay in respect of such U.S. federal, state, local and foreign Taxes on a stand-alone basis for such taxable period; provided further that the amount set forth in, Section 6.09(f)(i)of such distributions with respect to any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid by such Unrestricted Subsidiary for such purpose; (vii) the Canadian Lead Borrower may make Restricted Payments, the proceeds of which are applied (i) on the Closing Date, solely to effect the consummation of the Transactions and (ii) on and after the Closing Date, to satisfy any payment obligations owing under the Share Purchase Agreement (including payment of working capital, purchase price adjustments and/or deferred transaction fees) and to pay Transaction Costs, in each case, with respect to the Transactions; (viii) so long as no Event of Default existsexists at the time of declaration of such Restricted Payment, following the consummation of a the first Qualifying IPO, the Canadian Lead Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in an amount equal to the sum of (A) 6% per annum of the net Cash proceeds received by or contributed to the Canadian Lead Borrower from such Qualifying IPO and (B) 5% of the market capitalization at the time of such any Qualifying IPO; (ix) the Canadian Lead Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of any the Lead Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of sub clauses subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to any the Lead Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of any the Lead Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrowers Lead Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a the Lead Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (x) to the extent constituting a Restricted Payment, the Canadian Lead Borrower may consummate any transaction permitted by Section 6.06 (other than Sections 6.06(j) and (t)), Section 6.07 (other than Section 6.07(g)) and Section 6.09 (other than Section 6.09(d)); (xi) so long as no Event of Default exists or would result therefrom, the Canadian Lead Borrower may make additional Restricted Payments in an aggregate amount not to exceed the greater of US$21,000,000 $60,000,000 and 2035.0% of Consolidated Adjusted EBITDA minus the sum of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period minus (A) the amount of Restricted Debt Payments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.04(b)(iv), minus (B) the outstanding amount of Investments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii); (xii) the Canadian Borrower may pay any dividend or consummate any redemption within 60 days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend or redemption notice would have complied with the provisions hereof; (xiii) the Canadian Borrower may make additional Restricted Payments so long as (A) no Event of Default exists or would result therefrom and (B) the First Lien Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.00:1.00; and (xiv) each Restricted Subsidiary may make Restricted Payments to any Borrower and other Restricted Subsidiaries of any Borrower (and, in the case of a Restricted Payment by a non-Wholly Owned Subsidiary that is a Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary, as compared to the other owners of Capital Stock in such Restricted Subsidiary, on a pro rata or more than pro rata basis based on their ownership interests of the relevant class of Capital Stock). (b) The Borrowers shall not, nor shall they permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other property) on or in respect of principal of or interest on (x) any Junior Lien Indebtedness or (y) any Junior Indebtedness (such Indebtedness under clauses (x) and (y), collectively, the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to its scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any amounts under this Section 6.04(a)(xi) reallocated to make Restricted Debt permitted hereunder made by exchange forPayments pursuant to Section 6.04(b)(iv)(B), or out of the proceeds of, Refinancing Indebtedness permitted by Section 6.01(p); (ii) payments as part of an “applicable high yield discount obligation” catch- up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due in respect of any Restricted Debt, except for any payments with respect to any Subordinated Indebtedness that are prohibited by the subordination provisions thereof; (iv) so long as no Event of Default exists or would result therefrom, additional Restricted Debt Payments in an aggregate amount not to exceed the greater of US$21,000,000 and 20% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, minus (A) the amount of Restricted Payments made by the Borrowers in reliance on amounts under this Section 6.04(a)(xi) reallocated to make Investments pursuant to Section 6.06(q), and (B) the outstanding amount of Investments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of any Borrower and/or any Restricted Subsidiary and/or any capital contribution in respect of Qualified Capital Stock of any Borrower or any Restricted Subsidiary, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of any Borrower and/or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.01; (vi) Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that either Borrower elects to apply to this clause (vi)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Debt Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that either Borrower elects to apply to this clause (vi)(B); (vii) additional Restricted Debt Payments; provided, that (A) both before and after giving effect thereto on a Pro Forma Basis, no Event of Default exists and (B) the First Lien Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.25:1.00.-180-

Restricted Payments; Certain Payments of Indebtedness. (a) The Canadian Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) The Canadian the Borrower may make customary Restricted Payments to the extent necessary to permit any Parent Company: (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers and/or consultants of any Parent Company) and franchise fees and Taxes and similar fees, Taxes and expenses required to enable such Parent Company to maintain its organizational existence or qualification to do business, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company and its subsidiaries (but excluding the portion of such amount that is attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Borrower and their its subsidiaries); (B) [reservedReserved];. (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent such expenses are attributable to any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Borrower and/or their its subsidiaries), the Borrower and its subsidiaries; (D) for the payment of insurance premiums to the extent attributable to any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Borrower and/or their its subsidiaries), the Borrowers Borrower and their its subsidiaries; (E) to pay (x) fees and expenses related to debt or equity offerings, investments or acquisitions permitted or not restricted by this Agreement (whether or not consummated) and (y) Public Company Costs; (F) to finance any Investment permitted under Section 6.06 (provided, provided that (x) any Restricted Payment under this clause (a)(i)(F) shall be made substantially concurrently with the closing of such Investment, Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to the Borrowers Borrower or one or more of their its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrowers Borrower or one or more of their its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.06 as if undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiary and (z) such Investment shall not build the Available AmountSubsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrowers Borrower and/or their its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Canadian Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement or other acquisition or retirement for value of Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any the Borrower or any subsidiary: (A) in accordance with Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect terms of promissory notes issued pursuant to evidence any obligation Section 6.01(o), so long as the aggregate amount of all Cash payments made in respect of such promissory notes, together with the aggregate amount of Restricted Payments made pursuant to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant sub-clause (or any Affiliate or Immediate Family Member thereofD) of any Parent Companythis clause (ii) below, any Borrower or any subsidiary) in an aggregate amount does not to exceed the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period $30,000,000 in any Fiscal Year, which, if not used in any Fiscal Year, may be carried forward to the next two succeeding subsequent Fiscal Years; (B) with the proceeds of any sale or issuance of Qualified the Capital Stock of any the Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to any the Borrower or any Restricted Subsidiary); or) other than any amounts constituting a Cure Amount or any amount that has been added to the Available Excluded Contribution Amount or the Available Amount; (C) with the net proceeds of any key-man life insurance policies; or (D) with Cash and Cash Equivalents in an amount not to exceed, together with the aggregate amount of all cash payments made pursuant to sub-clause (A) of this clause (ii) in respect of promissory notes issued pursuant to Section 6.01(o), $30,000,000 in any Fiscal Year, which, if not used in any Fiscal Year, may be carried forward to subsequent Fiscal Years; (iii) the Canadian Borrower may make additional Restricted Payments in an amount not to exceed (A) so long as the Fixed Charge Coverage Ratio, calculated on a Pro Forma Basis, would not be less than 2.00:1.00, the portion, if any, of the Available Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(B); (iv) the Canadian Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of any the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub sub-clause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Canadian Borrower may repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (viA) for any taxable year (or portion thereof) that Borrower is a partnership or disregarded entity for U.S. federal income Tax purposes and no Parent Company is treated as a corporation for U.S. federal income tax purposes, the Canadian Borrower may pay (or make Restricted Payments to allow fund the income tax liabilities of the direct or indirect equity owners of Borrower, in an assumed amount equal to the product of (x) the highest combined marginal federal and applicable state and/or local statutory Tax rate applicable to a direct or indirect taxpayer equity owner of Borrower, and (y) the U.S. federal taxable income of the Borrower for such year (or portion thereof), provided that (i) such calculation shall take into account the character of income or gain, preferential tax rates and the deductibility of state and local income taxes for US federal income tax purposes; (ii) such taxable income shall be reduced by any losses previously allocated to the equity owners to the extent such loss has not previously been used to offset taxable income of Borrower; (iii) such distributions shall be reduced by any amounts withheld by the Borrower or its Subsidiaries (or otherwise paid directly to any Governmental Authority) with respect to any taxable income or gain of Borrower and any tax credits Borrower allocated to its equity owners); or (B) for any taxable period (or portion thereof) that a Parent Company is treated as a corporation for U.S. federal income tax purposes and for which Borrower and any of its subsidiaries are members (or are pass-through entities of such members) of a consolidated, combined or similar income Tax group for U.S. federal, state or local income Tax purposes for which such Parent Company is the common parent, the Borrower may make Restricted Payments to such Parent Company to paypay the portion of any U.S. federal, state or local income Taxes (as applicable) fees and expenses under the Management Agreement subject of such Parent Company for such taxable period that are attributable to the restrictions set forth inincome of the Borrower and/or its applicable subsidiaries; provided that the aggregate amount of any such distributions with respect to federal, and in an amount state or local Taxes, as applicable, shall not to exceed the aggregate amount set forth inof such Taxes the Borrower and its subsidiaries that are part of such group would be required to pay in respect of such U.S. federal, Section 6.09(f)(i);state or local Taxes on a stand-alone basis for such taxable period; provided, further, that the amount of such distributions with respect to any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid by such Unrestricted Subsidiary for such purpose. (vii) the Canadian Borrower may make Restricted Payments, the proceeds of which are applied (i) on the Closing Date, solely to effect the consummation of the Transactions and (ii) on and after the Closing Date, to satisfy any payment obligations owing under the Share Purchase Agreement (including payment of working capital, purchase price adjustments and/or deferred transaction fees) and to pay Transaction Costs, in each case, with respect to the TransactionsReorganization Agreement; (viii) so long as no Event of Default exists, following the consummation of a the first Qualifying IPO, the Canadian Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in an amount equal not to exceed the sum greater of (Ai) 6% per annum of the net Cash proceeds received by or contributed to the Canadian Borrower from such any Qualifying IPO and or (Bb) 5% per annum of the aggregate market capitalization at of the time of such Qualifying IPOapplicable Parent Company; (ix) the Canadian Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of any the Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of sub clauses subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to any the Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of any the Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrowers Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a the Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (x) to the extent constituting a Restricted Payment, the Canadian Borrower may consummate any transaction permitted by Section 6.06 (other than Sections 6.06(j) and (t)), Section 6.07 (other than Section 6.07(g)) and Section 6.09 (other than Section 6.09(d)); (xi) so long as no Event of Default exists or would result therefrom, the Canadian Borrower may make additional Restricted Payments in an aggregate amount not to exceed the greater of US$21,000,000 $160,000,000 and 204.0% of Consolidated Adjusted EBITDA Total Assets as of the Borrowers and their Restricted Subsidiaries for last day of the most recently ended Test Period minus (A) the amount of Restricted Debt Payments made by any the Borrower or any Restricted Subsidiary in reliance on Section 6.04(b)(iv6.04(b)(iv)(B), minus (B) the outstanding amount of Investments made by any the Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii); (xii) the Canadian Borrower may pay any dividend or consummate any redemption within 60 days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend or redemption notice would have complied with the provisions hereof;; and (xiii) the Canadian Borrower may make additional Restricted Payments so long as (Ai) no Event of Default exists or would result therefrom and (B) the First Lien Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.00:1.00; and (xiv) each Restricted Subsidiary may make Restricted Payments to any Borrower and other Restricted Subsidiaries of any Borrower (and, in the case of a Restricted Payment by a non-Wholly Owned Subsidiary that is a Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary, as compared to the other owners of Capital Stock in such Restricted Subsidiary, on a pro rata or more than pro rata basis based on their ownership interests of the relevant class of Capital Stock). (b) The Borrowers shall not, nor shall they permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other property) on or in respect of principal of or interest on (x) any Junior Lien Indebtedness or (y) any Junior Indebtedness (such Indebtedness under clauses (x) and (y), collectively, the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to its scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt permitted hereunder made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted by Section 6.01(p); (ii) payments as part of an “applicable high yield discount obligation” catch- up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due in respect of any Restricted Debt, except for any payments with respect to any Subordinated Indebtedness that are prohibited by the subordination provisions thereof; (iv) so long as no Event of Default exists or would result therefrom, additional Restricted Debt Payments in an aggregate amount not to exceed the greater of US$21,000,000 and 20% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, minus (A) the amount of Restricted Payments made by the Borrowers in reliance on Section 6.04(a)(xi) and (B) the outstanding amount of Investments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of any Borrower and/or any Restricted Subsidiary and/or any capital contribution in respect of Qualified Capital Stock of any Borrower or any Restricted Subsidiary, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of any Borrower and/or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.01; (vi) Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that either Borrower elects to apply to this clause (vi)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Debt Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that either Borrower elects to apply to this clause (vi)(B)4.50:1.00; (vii) additional Restricted Debt Payments; provided, that (A) both before and after giving effect thereto on a Pro Forma Basis, no Event of Default exists and (B) the First Lien Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.25:1.00.

Restricted Payments; Certain Payments of Indebtedness. (a) The Canadian No Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) The Canadian Borrower the Borrowers may make customary Restricted Payments to the extent necessary to permit any Parent Company (and so long as such amounts are promptly applied by such Parent Company:): (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers and/or consultants of any Parent Company) and franchise fees and Taxes and similar fees, Taxes and expenses required to enable such Parent Company to maintain its organizational existence or qualification to do business, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company and its subsidiaries (but excluding the portion of such amount that is attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers and their subsidiaries); (B) [reserved]to discharge the consolidated combined, unitary or similar Tax liabilities of such Parent Company and its subsidiaries when and as due determined without taking into account adjustments pursuant to Section 743 of the Code and using an assumed uniform tax rate, and to the extent such liabilities are attributable to the Parent Company’s direct or indirect ownership of the Borrowers and their subsidiaries; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent such expenses are attributable to any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers and/or their subsidiaries), the Borrowers and their subsidiaries; (D) for the payment of insurance premiums to the extent attributable to any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Borrower Representative and/or their its subsidiaries), the any Borrowers and their its subsidiaries; (E) to pay (x) fees and expenses related to debt or equity offerings, investments or acquisitions permitted or not restricted by this Agreement (whether or not consummated) relating to any Borrower and its Restricted Subsidiaries and (y) Public Company Costs; (F) to finance any Investment permitted under Section 6.06 (provided, provided that (x) any Restricted Payment under this clause (a)(i)(F) shall be made substantially concurrently with the closing of such Investment, Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to the Borrowers a Borrower or one or more of their its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrowers a Borrower or one or more of their its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.06 as if undertaken as a direct Investment by the relevant such Borrower or the relevant Restricted Subsidiary and (z) such Investment shall not build the Available AmountSubsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrowers and/or their subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; provided, that with respect to Restricted Payments under clauses (A), (B), (C), (D) and (G) above, such Restricted Payments that are attributable to any Unrestricted Subsidiary shall be permitted only to the extent that either (x) such Unrestricted Subsidiary has made one or more cash distributions, advances or loans to a Borrower or any of its Restricted Subsidiaries for such purpose in an amount up to the amount of such Unrestricted Subsidiary’s proportionate share of such Restricted Payment or (y) the amount of any such Restricted Payment made by a Borrower on behalf of such Unrestricted Subsidiary is treated as an Investment subject to Section 6.06 hereof; (ii) the Canadian Borrower Borrowers may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement or other acquisition or retirement for value of Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any Borrower or any subsidiary: (A) with in exchange for promissory notes issued pursuant to Section 6.01(o), so long as the aggregate amount of all Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid payments made in respect of such promissory notes issued notes, together with the aggregate amount of Restricted Payments made pursuant to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant sub-clause (or any Affiliate or Immediate Family Member thereofD) of any Parent Companythis clause (ii) below, any Borrower or any subsidiary) in an aggregate amount does not to exceed the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period $10,000,000 in any Fiscal Year, which, if not used in any Fiscal Year, may be carried forward to the next two succeeding subsequent Fiscal YearsYear; (B) with the proceeds of any sale or issuance of Qualified the Capital Stock of any Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to any Borrower or any Restricted Subsidiary); or; (C) with the net proceeds of any key-man life insurance policies; or (D) with Cash and Cash Equivalents in an amount not to exceed, together with the aggregate amount of all cash payments made pursuant to sub-clause (A) of this clause (ii) in respect of promissory notes issued pursuant to Section 6.01(o), $10,000,000 in any Fiscal Year, which, if not used in any Fiscal Year, may be carried forward to the next subsequent Fiscal Year; (iii) so long as no Event of Default then exists or would result therefrom, the Canadian Borrower Borrowers may make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Canadian thesuch Borrower elects to apply to this clause (iii)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Canadian such Borrower elects to apply to this clause (iii)(B); provided that, in the case of clause (A) above, the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.50:1.00; (iv) the Canadian Borrower Borrowers may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of any Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub sub-clause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Canadian Borrower Borrowers may repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) the Canadian Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) fees and expenses under the Management Agreement subject to the restrictions set forth in, and in an amount not to exceed the amount set forth in, Section 6.09(f)(i); (vii) the Canadian Borrower Borrowers may make Restricted Payments, the proceeds of which are applied (i) on the Closing Date, solely to effect the consummation of the Transactions and (ii) on and after the Closing Date, to satisfy any payment obligations owing under the Share Purchase Agreement (including payment of working capital, purchase price adjustments and/or deferred transaction fees) and to pay the Transaction Costs, in each case, with respect to the TransactionsDividend); (viiivii) so long as no Event of Default exists, following the consummation of a Qualifying IPO, the Canadian any Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in an amount equal to the sum of (A) 6% per annum of the net Cash proceeds received by or contributed to the Canadian Borrower from such Qualifying IPO and (B) 5% of the market capitalization at the time of such Qualifying IPOother Borrower; (ixviii) the Canadian Borrower Borrowers may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of any Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of sub clauses subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to any a Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of any Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrowers any Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (xix) to the extent constituting a Restricted Payment, the Canadian any Borrower may consummate any transaction permitted by Section 6.06 (other than Sections 6.06(j) and (t)), ) and Section 6.09 6.07 (other than Section 6.09(d6.07(g)); (x) [Reserved]; and (xi) so long as no Event of Default exists or would result therefrom, the Canadian Borrower may make additional Restricted Payments in an aggregate amount not to exceed the greater of US$21,000,000 and 20% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period minus (A) the amount of Restricted Debt Payments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.04(b)(iv), minus (B) the outstanding amount of Investments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii); (xii) the Canadian Borrower may pay any dividend or consummate any redemption within 60 days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend or redemption notice would have complied with the provisions hereof; (xiii) the Canadian Borrower may make additional Restricted Payments so long as (A) no Event of Default exists or would result therefrom and (B) the First Lien Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.00:1.00; and (xiv) each Restricted Subsidiary may make Restricted Payments to any Borrower and other Restricted Subsidiaries of any Borrower (and, in the case of a Restricted Payment by a non-Wholly Owned Subsidiary that is a Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary, as compared to the other owners of Capital Stock in such Restricted Subsidiary, on a pro rata or more than pro rata basis based on their ownership interests of the relevant class of Capital Stock). (b) The Borrowers shall notNeither Holdings nor any Borrower shall, nor shall they permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other property) on or in respect of principal of or interest on (x) any Junior Lien Indebtedness or (y) any unsecured Indebtedness or Junior Indebtedness (such Indebtedness under clauses (x), (y) and (yz), collectively, the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to its scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt permitted hereunder made by exchange for, or out of the proceeds of, the substantially concurrent incurrence of Refinancing Indebtedness permitted by Section 6.01(p); (ii) catch-up payment; payments as part of an “applicable high yield discount obligation” catch- up payment;” (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due in respect of any Restricted Debt, except for any payments with respect to any Subordinated Indebtedness that are prohibited by the subordination provisions thereof; (iv) so long as no Event of Default exists or would result therefrom, additional Restricted Debt Payments in an aggregate amount not to exceed the greater of US$21,000,000 and 20% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, minus (A) the amount of Restricted Payments made by the Borrowers in reliance on Section 6.04(a)(xi) and (B) the outstanding amount of Investments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii)[Reserved]; (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of any Borrower and/or any Restricted Subsidiary and/or any capital contribution in respect of Qualified Capital Stock of any Borrower or any Restricted Subsidiary, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of any Borrower and/or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt to the extent that the incurrence of such additional Restricted Debt is permitted under Section 6.01;; and (vi) so long as no Event of Default exists or would result therefrom, Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that either any Borrower elects to apply to this clause (vi)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Debt Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that either any Borrower elects to apply to this clause (vi)(B); (vii) additional Restricted Debt Payments; providedprovided that, that in the case of clause (A) both before and after giving effect thereto on a Pro Forma Basisabove, no Event of Default exists and (B) the First Lien Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.25:1.004.50:1.00.

Restricted Payments; Certain Payments of Indebtedness. (a) The Canadian Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) The Canadian the Borrower may make customary Restricted Payments to the extent necessary to permit any Parent Company: (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses, expenses to prepare any Tax returns or defend any Tax claims, and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers and/or consultants of any Parent Company) and franchise fees and Taxes and similar fees, Taxes and expenses required to enable such Parent Company to maintain its organizational existence or qualification to do business, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company and its subsidiaries (but excluding the portion of such amount that is attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Borrower and their its subsidiaries); (B) [reserved]to pay scheduled and overdue interest and payments as part of an AHYDO catch-up payment, in each case, in respect of any Indebtedness of any Parent Company to the extent the Net Proceeds thereof were contributed to the Borrower; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent such expenses are attributable to any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Borrower and/or their its subsidiaries);, the Borrower and its subsidiaries; 129590608_2#96809902v9 (D) for the payment of insurance premiums to the extent attributable to any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Borrower and/or their its subsidiaries), the Borrowers Borrower and their its subsidiaries; (E) to pay (x) fees and expenses related to debt or equity offeringsofferings by any Parent Company, investments or acquisitions permitted or not restricted by this Agreement (whether or not consummated) and (y) Public Company Costs; (F) to finance any Investment permitted under Section 6.06 (provided, provided that (x) any Restricted Payment under this clause (a)(i)(F) shall be made substantially concurrently with the closing of such Investment, Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to the Borrowers Borrower or one or more of their its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrowers Borrower or one or more of their its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.06 as if undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiary and (z) such Investment shall not build the Available AmountSubsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrowers Borrower and/or their its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Canadian Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement or other acquisition or retirement for value of Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any the Borrower or any subsidiary: (A) in accordance with Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect terms of promissory notes issued pursuant to evidence any obligation Section 6.01(o), so long as the aggregate amount of all Cash payments made in respect of such promissory notes, together with the aggregate amount of Restricted Payments made pursuant to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant sub-clause (or any Affiliate or Immediate Family Member thereofD) of this clause (ii) below, does not exceed in any Parent Company, any Borrower or any subsidiary) in an aggregate amount not to exceed Fiscal Year the greater of US$11,000,000 $40,000,000 and 1012.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period in any Fiscal YearEBITDA, which, if not used in any Fiscal Year, may be carried forward to the next two succeeding subsequent Fiscal Years; (B) with the proceeds of any sale or issuance of Qualified the Capital Stock of any the Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to any the Borrower or any Restricted Subsidiary); or; (C) with the net proceeds of any key-man life insurance policies;; or (D) with Cash and Cash Equivalents in an amount not to exceed in any Fiscal Year, together with the aggregate amount of all cash payments made pursuant to sub-clause (A) of this clause (ii) in respect of promissory notes issued pursuant to Section 6.01(o), the greater of $40,000,000 and 12.0% of Consolidated Adjusted EBITDA, which, if not used in any Fiscal Year, may be carried forward to subsequent Fiscal Years; 129590608_2#96809902v9 (iii) the Canadian Borrower may make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(Biii); (iv) the Canadian Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of any the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub sub-clause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Canadian Borrower may repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of of, or Tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) for any taxable period (or portion thereof) that a Parent Company is treated as a corporation for U.S. federal income tax purposes and for which Borrower and/or any of its subsidiaries are members (or are pass-through entities of such members) of a consolidated, combined, unitary or similar income Tax group for U.S. federal, state, local or foreign income Tax purposes for which such Parent Company is the Canadian common parent, the Borrower may pay (or make Restricted Payments to allow any such Parent Company to paypay the portion of any U.S. federal, state, local or foreign income Taxes (as applicable) fees and expenses under the Management Agreement subject of such Parent Company for such taxable period that are attributable to the restrictions set forth in, and in an income of the Borrower and/or its applicable subsidiaries; provided that the aggregate amount of such distributions shall not to exceed the aggregate Taxes the Borrower and/or its subsidiaries, as applicable, would be required to pay in respect of such U.S. federal, state, local and foreign Taxes on a stand-alone basis for such taxable period; provided further that the amount set forth in, Section 6.09(f)(i)of such distributions with respect to any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid by such Unrestricted Subsidiary for such purpose; (vii) the Canadian Borrower may make Restricted Payments (A) to consummate, to the extent constituting Restricted Payments, the proceeds of which are applied (i) on the Closing Date, solely to effect the consummation of the Transactions and (iiB) on and after the Closing Date, to satisfy any payment obligations owing under the Share Purchase Agreement (including payment of working capital, purchase price adjustments and/or deferred transaction fees) and to pay Transaction Costs, in each case, with respect to the Transactions; (viii) so long as no Event of Default exists, following exists at the consummation time of a Qualifying IPO, declaration of such Restricted Payment the Canadian Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in not to exceed an aggregate amount per annum equal to the sum of (A) 6% per annum of the net Cash proceeds received by or contributed to the Canadian Borrower from such Qualifying IPO an initial public offering and (B) 5an amount equal to 7% of the market capitalization at the time of such Qualifying IPOMarket Capitalization; (ix) the Canadian Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of any the Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of sub clauses subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to any the Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of any the Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrowers Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a the Borrower or a Restricted Subsidiary) of any Refunding Capital Stock;; 129590608_2#96809902v9 (x) to the extent constituting a Restricted Payment, the Canadian Borrower may consummate any transaction permitted by Section 6.06 (other than Sections 6.06(j) and (t)), Section 6.07 (other than Section 6.07(g)) and Section 6.09 (other than Section 6.09(d)); (xi) so long as no Event of Default exists or would result therefrom, the Canadian Borrower may make additional Restricted Payments in an aggregate amount not to exceed the greater of US$21,000,000 $120,000,000 and 2035.0% of Consolidated Adjusted EBITDA minus the sum of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period minus (A) the amount of any amounts under this Section 6.04(a)(xi) reallocated to make Restricted Debt Payments made by any Borrower or any Restricted Subsidiary in reliance on pursuant to Section 6.04(b)(iv), minus (B) the outstanding amount of any amounts under this Section 6.04(a)(xi) reallocated to make Investments made by pursuant to Section 6.06(q), and (C) any Borrower or any Restricted Subsidiary in reliance on amounts under this Section 6.06(q)(ii6.04(a)(xi) reallocated to incur Indebtedness pursuant to Section 6.01(u) (which may be further reallocated as provided therein); (xii) the Canadian Borrower may pay any dividend or consummate any redemption within 60 sixty (60) days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend or redemption notice would have complied with the provisions hereof; (xiii) the Canadian Borrower may make additional Restricted Payments so long as (A) no Event of Default exists or would result therefrom and (B) the First Lien Total Leverage Ratio, calculated on a Pro Forma BasisBasis at the time of declaration thereof, would not exceed 4.00:1.00; and3.75:1.00; (xiv) each Restricted Subsidiary the Borrower may make Restricted Payments to enable any Borrower and other Parent Company to make Restricted Subsidiaries of any Borrower (and, Payments solely in the case Qualified Capital Stock of such Parent Company; (xv) the Borrower may make Restricted Payments (A) to pay amounts permitted under Section 6.09(f), (g), (h), (i), (k) and (m) and (B) otherwise in an amount not to exceed $500,000 per calendar year; and (xvi) the Borrower may make Restricted Payments in the form of Capital Stock of, or Indebtedness owed to Holdings, the Borrower or a Restricted Payment Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are Cash and Cash Equivalents (except to the extent constituting proceeds from the Disposition of all or substantially all of the assets of such Unrestricted Subsidiary) and/or intellectual property material (as determined by a non-Wholly Owned Subsidiary that is a Restricted Subsidiary, the Borrower in good faith) to the business of the Borrower and any other its Restricted SubsidiarySubsidiaries, taken as compared to the other owners of Capital Stock in such Restricted Subsidiary, on a pro rata or more than pro rata basis based on their ownership interests of the relevant class of Capital Stockwhole). (b) The Borrowers Borrower shall not, nor shall they it permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other property) on or in respect of principal of or interest on (x) any Junior Lien Indebtedness or (y) any Junior Indebtedness Subordinated Indebtedness, in each cases of clauses (x) and (y), with an individual outstanding principal amount in excess of the Threshold Amount (such Indebtedness under clauses (x) and (y), collectivelyin each case, with an individual outstanding principal amount in excess of the Threshold Amount, the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to its scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt permitted hereunder made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted by Section 6.01 (except to the extent subject to clause (iv)(C) of the proviso to Section 6.01(p)); (ii) payments as part of an “applicable high yield discount obligation” catch- AHYDO catch-up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due in respect of any Restricted Debt, except for any payments with respect to any such Subordinated Indebtedness that are prohibited by the subordination provisions thereof;; 129590608_2#96809902v9 (iv) so long as as, at the time of delivery of irrevocable notice with respect thereto, no Event of Default exists or would result therefrom, additional Restricted Debt Payments in an aggregate amount not to exceed (i) the sum of (A) the greater of US$21,000,000 $120,000,000 and 2035.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, minus (AB) the amount of Restricted Payments made by the Borrowers in reliance on any amounts reallocated to this Section 6.04(b)(iv) from Section 6.04(a)(xi) and Section 6.06(q), minus (Bii) the outstanding amount of any amounts reallocated from this Section 6.04(b)(iv) to make Investments made by any Borrower or any Restricted Subsidiary in reliance on pursuant to Section 6.06(q)(ii6.06(q); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of any the Borrower and/or any Restricted Subsidiary and/or any capital contribution in respect of Qualified Capital Stock of any the Borrower or any Restricted Subsidiary, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of any the Borrower and/or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.01; (vi) Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that either the Borrower elects to apply to this clause (vi)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Debt Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that either Borrower elects to apply to this clause (vi)(Bvi); (vii) additional Restricted Debt Payments; provided, that (A) both before and after giving effect thereto on a Pro Forma Basis, no Event of Default exists and (B) the First Lien Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.25:1.00.

Restricted Payments; Certain Payments of Indebtedness. (a) The Canadian Borrower shall not, and Loan Parties shall not permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) The Canadian Borrower the Loan Parties may make customary Restricted Payments to the extent necessary to permit any Parent Company: (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses and customary wages, salary, bonus and other benefits payable to directors, officers, employees, members of management, managers consultants and/or consultants independent contractors of any Parent Company) and ), franchise fees and fees, franchise Taxes and similar fees, Taxes and expenses required to enable in connection with maintaining the organizational existence of such Parent Company to maintain its organizational existence or qualification to do businessCompany, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by current or former directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company and its subsidiaries (but excluding excluding, for the avoidance of doubt, the portion of such amount any amount, if any, that is attributable to the ownership or operations operation of any subsidiary of any Parent Company other than the Borrowers and their Parent and/or its subsidiaries); provided that Restricted Payments under this Section 7.04(a)(i)(A) that are attributable to any Unrestricted Subsidiary shall be permitted only to the extent that either (x) such Unrestricted Subsidiary has made one or more Cash distributions, advances or loans to Parent or any of its Subsidiaries for such purpose in an amount up to the amount of such Unrestricted Subsidiary’s proportionate share of such costs, expenses, franchise fees and Taxes and similar fees, Taxes and expenses or (y) the amount of such Restricted Payments made by a Borrower on behalf of such Unrestricted Subsidiary is treated as an Investment subject to Section 7.06 hereof; (B) [reserved]; (C) to pay audit and other accounting and reporting expenses of at such Parent Company to the extent such expenses are attributable relating to the ownership or operations of any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Parent, any Borrower and/or their its subsidiaries), Parent, any Borrower and/or its subsidiaries; provided that Restricted Payments under this Section 7.04(a)(i)(B) that are attributable to any Unrestricted Subsidiary shall be permitted only to the extent that either (x) such Unrestricted Subsidiary has made one or more Cash distributions, advances or loans to Parent or any of its Subsidiaries for such purpose in an amount up to the amount of such Unrestricted Subsidiary’s proportionate share of such accounting and reporting expenses or (y) the amount of such Restricted Payments made by Parent on behalf of such Unrestricted Subsidiary is treated as an Investment subject to Section 7.06 hereof; (DC) for the payment of insurance premiums to the extent attributable relating to the ownership or operations of any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Parent, any Borrower and/or their its subsidiaries), Parent, any Borrower and/or its subsidiaries; provided that Restricted Payments under this Section 7.04(a)(i)(C) that are attributable to any Unrestricted Subsidiary shall be permitted only to the Borrowers and their subsidiariesextent that either (x) such Unrestricted Subsidiary has made one or more Cash distributions advances or loans to Parent or any of its Subsidiaries for such purpose in an amount up to the amount of such Unrestricted Subsidiary’s proportionate share of such insurance premiums or (y) the amount of such Restricted Payments made by Parent on behalf of such Unrestricted Subsidiary is treated as an Investment subject to Section 7.06 hereof; (ED) to pay (x) fees and expenses related to debt or equity offerings, investments or acquisitions permitted or not restricted by this Agreement (whether or not consummated) and (y) Public Company Costs); (FE) to pay the consideration to finance any Investment permitted under Section 6.06 7.06 (provided, provided that (x) any such Restricted Payment Payments under this clause (a)(i)(FSection 7.04(a)(i)(E) shall be made substantially concurrently with the closing of such Investment, Investment and (y) the relevant such Parent Company shall, promptly following the closing thereof, cause (I) all such property acquired to be contributed to the Borrowers any Borrower or one or more of their Restricted its Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrowers any Borrower or one or more of their Restricted its Subsidiaries, in order to consummate such Investment in compliance a manner that causes such Investment to comply with the applicable requirements of Section 6.06 7.06 as if undertaken as a direct Investment by the relevant such Borrower or the relevant Restricted Subsidiary and (z) such Investment shall not build the Available AmountSubsidiary); and (GF) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member thereof) of any Parent Company plus any reasonable and customary indemnification claims made by current or former directors, officers, members of the foregoing) management, managers, employees or consultants of any Parent Company, to the extent such salary, bonuses, severance and other benefits or claims in respect of any of the foregoing are directly attributable and reasonably allocated to the ownership or operations of any Parent Company (but excluding, for the Borrowers avoidance of doubt, the portion of any amount, if any, that is attributable to the ownership or operation of any subsidiary of any Parent Company other than Parent, any Borrower and/or their its subsidiaries), Parent, any Borrower and/or its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose;; provided that Restricted Payments under this Section 7.04(a)(i)(F) that are attributable to any Unrestricted Subsidiary shall be permitted only to the extent that either (x) such Unrestricted Subsidiary has made one or more Cash distributions, advances or loans to Parent or any of its Subsidiaries for such purpose in an amount up to the amount of such Unrestricted Subsidiary’s proportionate share of such salary, bonus, severance and other benefits or (y) the amount of such Restricted Payments made by Parent on behalf of such Unrestricted Subsidiary is treated as an Investment subject to Section 7.06 hereof. (ii) the Canadian Borrower Loan Parties may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement or other acquisition or retirement for value of Capital Stock of any Parent Company Company, any Borrower or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any Borrower or any subsidiary: (A) in accordance with the terms of notes issued pursuant to Section 7.01(n), so long as the aggregate amount of all Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid payments made in respect of promissory notes issued to evidence any obligation to repurchasesuch notes, redeem, retire or otherwise acquire or retire for value together with the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any Borrower or any subsidiary) in an aggregate amount of Restricted Payments made pursuant to Section 7.04(a)(ii)(D), does not to exceed the greater of US$11,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period €10,000,000 in any Fiscal Year, which, if not used in any Fiscal Year, may be carried forward to the next two succeeding subsequent Fiscal YearsYear, so long as the aggregate amount of all Restricted Payments made pursuant to Section 7.04(a)(ii) in any Fiscal Year (after giving effect to such carry forward) shall not exceed €20,000,000; (B) with the proceeds of any sale or issuance of Qualified the Capital Stock of any Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to any Borrower or any Restricted Subsidiary); orCompany; (C) with the net proceeds of any key-man life insurance policiespolicies received by Parent and the Subsidiaries during such Fiscal Year; or (D) with Cash and Cash Equivalents in an amount not to exceed, together with the aggregate amount of all Cash payments made in respect of notes issued pursuant to Section 7.01(n), €10,000,000 in any Fiscal Year, which, if not used in any Fiscal Year, may be carried forward solely to the next subsequent Fiscal Year, so long as the aggregate amount of all Restricted Payments made pursuant to Section 7.04(a)(ii) in any Fiscal Year (after giving effect to such carry forward) shall not exceed €20,000,000; (iii) the Canadian Borrower Loan Parties may make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Canadian such Borrower elects to apply to this clause (iii)(Aiii); provided, provided that (xi) no Event of Default has shall have occurred and is be continuing at the time of the declaration of such Restricted Payment thereof, and (yii) with respect to amounts utilized pursuant to clauses (a)(i) and (ii) of the definition of “Available Amount”, after giving Pro Forma Effect thereto, the Total Net Leverage Ratio, Ratio (calculated on a Pro Forma Basis, would ) is not exceed 6.50:1.00 plus (B) the portion, if any, greater than 5.00:1.00 as of the Available Excluded Contribution Amount last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01(b) or (c), as applicable, on or prior to the making of such date that the Canadian Borrower elects to apply to this clause (iii)(B)Restricted Payment; (iv) the Canadian Borrower Loan Parties may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and or (ii) consisting of (A) payments made or expected to be made in respect of required withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of any Borrowerthe Borrowers, any Restricted Subsidiary subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub clause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Canadian Borrower Loan Parties may repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or warrants or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of such warrants, options or warrants or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) the Canadian Borrower Loan Parties may pay (or make Restricted Payments to allow any Parent Company to pay) fees and expenses under the Management Agreement subject to the restrictions set forth in, and in an amount not to exceed the amount set forth in, Section 6.09(f)(i); (vii) the Canadian Borrower may make Restricted Payments, the proceeds of which are applied (i) on the Closing Date, solely to effect the consummation of the Transactions and (ii) on and after the Closing Date, to satisfy any payment obligations owing under the Share Purchase Agreement (including payment of working capital, purchase price adjustments and/or deferred transaction fees) and to pay any Transaction Costs, in each case, with respect to the Transactions; (viiivii) After the consummation of an IPO, so long as no Event of Default exists, following shall have occurred and be continuing at the consummation time of a Qualifying IPOthe declaration thereof, the Canadian Borrower Loan Parties may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in an amount equal not to the sum of (A) 6exceed 6.0% per annum of the net Cash proceeds received by or contributed to the Canadian any Borrower from such Qualifying IPO and (B) 5% of the market capitalization at the time of such Qualifying an IPO; (ixviii) the Canadian Borrower Loan Parties may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of such Loan Party or any Borrower and/or any Restricted of such Loan Party’s Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of sub clauses (A) and (B)) above, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to any such Borrower and/or any Restricted or such Subsidiary) of, Qualified Capital Stock of any Borrower such Loan Party or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrowers and/or such Loan Parties or any Restricted Subsidiary of such Loan Parties in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any the Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Borrower such Loan Party or a Restricted SubsidiarySubsidiary of such Loan Party) of any the Refunding Capital Stock; (xix) to the extent constituting a Restricted Payment, the Canadian Borrower Loan Parties may consummate any transaction permitted by Section 6.06 7.06 (other than Sections 6.06(j7.06(j) and (t7.06(t)), and Section 6.09 7.07 (other than Section 6.09(d7.07(g)) and Section 7.09 (other than Section 7.09(d)); (xix) so long as no Event of Default exists or would result therefrom, the Canadian Borrower may make additional Restricted Payments in an aggregate amount not to exceed the greater of US$21,000,000 and 20% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period minus (A) the amount of Restricted Debt Payments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.04(b)(iv), minus (B) the outstanding amount of Investments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii)[reserved]; (xiixi) the Canadian Borrower Loan Parties may pay any dividend or consummate any redemption within 60 days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend or redemption notice would have complied with the provisions hereof; (xiiixii) the Canadian Borrower Loan Parties or any Subsidiary may make additional Restricted Payments so long as Payments; provided that after giving Pro Forma Effect thereto, (A) no Event of Default exists or would result therefrom and the Total Net Leverage Ratio (B) the First Lien Leverage Ratio, calculated on a Pro Forma Basis) is not greater than 3.50:1.00 as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01(b) or (c), would not exceed 4.00:1.00as applicable, on or prior to the making of such Restricted Payment and (B) no Event of Default shall have occurred and be continuing at the time of the declaration thereof; and (xivxiii) each Restricted the Loan Parties or any Subsidiary may make additional Restricted Payments in an aggregate amount not to any Borrower exceed €20,000,000 per annum; provided that no Event of Default shall have occurred and other Restricted Subsidiaries of any Borrower (and, in be continuing at the case of a Restricted Payment by a non-Wholly Owned Subsidiary that is a Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary, as compared to the other owners of Capital Stock in such Restricted Subsidiary, on a pro rata or more than pro rata basis based on their ownership interests time of the relevant class of Capital Stock)declaration thereof. (b) The Borrowers shall notNo Loan Party shall, nor shall they permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other property) property on or in respect of principal of or interest on (x) any Junior Lien Indebtedness or (y) any Junior Indebtedness (such Indebtedness under clauses (x) and (y), collectivelyIndebtedness, the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to its scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any the purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt permitted hereunder made by exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted by Section 6.01(p7.01(o); (ii) payments as part of an “applicable high yield discount obligation” catch- catch-up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due in respect of any Restricted Debt, except for any Debt (other than payments with respect to any Subordinated Indebtedness that are prohibited by the subordination provisions thereof); (iv) so long as no Event of Default exists or would result therefrompayments with respect to intercompany Indebtedness permitted under Section 7.01, additional Restricted Debt Payments in an aggregate amount not subject to exceed the greater of US$21,000,000 and 20% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, minus (A) the amount of Restricted Payments made by the Borrowers in reliance on Section 6.04(a)(xi) and (B) the outstanding amount of Investments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii)subordination provisions applicable thereto; (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, of Capital Stock of any Parent Company or Qualified Capital Stock of any Borrower and/or or any Restricted Subsidiary Subsidiary, and/or any capital contribution in respect of Qualified Capital Stock of any Borrower Loan Party or any Restricted Subsidiary, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of any Parent Company, any Borrower and/or or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.017.01; (vi) Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that either any Borrower elects to apply to this clause (vi)(Avi); provided, provided that (x) no Default or Event of Default has shall have occurred and is be continuing at the time of declaration of either before or after giving effect to such Restricted Debt Payment and (y) with respect to amounts utilized pursuant to clauses (a)(i) and (ii) of the definition of “Available Amount”, after giving Pro Forma Effect thereto, the Total Net Leverage Ratio, Ratio (calculated on a Pro Forma Basis, would ) is not exceed 6.50:1.00 plus (B) the portion, if any, greater than 5.00:1.00 as of the Available Excluded Contribution Amount last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01(b) or (c), as applicable, on or prior to the making of such date that either Borrower elects to apply to this clause (vi)(B)Restricted Debt Payment; (vii) [reserved]; and (viii) additional Restricted Debt Payments; provided, that (A) both before and after giving effect thereto on a Pro Forma Basis, no Event of Default exists and (B) the First Lien Leverage Ratio, calculated on a Pro Forma Basis, would Payments to repay Junior Indebtedness or Subordinated Indebtedness in an aggregate amount not to exceed 4.25:1.00€20,000,000 per annum.

Restricted Payments; Certain Payments of Indebtedness. (a) The Canadian Parent Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) The Canadian the Parent Borrower may make customary Restricted Payments to the extent necessary to permit any Parent Company: (A) to pay general administrative operating and compliance costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers and/or consultants of any Parent Company) and franchise fees and Taxes and similar fees, Taxes and expenses required to enable such Parent Company to maintain its organizational existence or qualification to do business), in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company and its subsidiaries (but excluding excluding, for the avoidance of doubt, the portion of any such amount amount, if any, that is attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers and their Parent Borrower and/or its subsidiaries), the Parent Borrower and/or its subsidiaries; (B) [reserved]to pay franchise, excise and similar Taxes, and other fees, Taxes and expenses, required to maintain the organizational existence of such Parent Company; (C) to pay customary salary, bonus, long-term incentive, severance and other benefits (including payment to certain service providers of the Parent Borrower or its Subsidiaries pursuant to any equity plan (whether in the form of options, cash settled options or otherwise)) payable to Permitted Payees, as well as applicable employment, social security or similar taxes in connection therewith, to the extent such salary, bonuses, severance and other benefits are attributable and reasonably allocated to the operations of the Parent Borrower and/or its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (D) to pay audit and other accounting and reporting expenses of such Parent Company to the extent such expenses are attributable to any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Parent Borrower and/or their its subsidiaries), the Parent Borrower and its subsidiaries; (DE) for the payment of insurance premiums to the extent attributable to any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Parent Borrower and/or their its subsidiaries), the Borrowers Parent Borrower and their its subsidiaries; (EF) to pay (x) fees and expenses related to any debt or and/or equity offeringsofferings (including refinancings), investments or and/or acquisitions permitted or not restricted by this Agreement (whether or not consummated, and including advisory, refinancing, subsequent transaction and exit fees of any Parent Company of the Parent Borrower) and expenses and indemnities of any trustee, agent, arranger, underwriter or similar role and (y) Public Company Costs;; and (FG) to finance any Investment permitted under Section ‎Section 6.06 as if such Parent Company were subject to ‎Section 6.06 (provided, provided that (x) any Restricted Payment under this clause (a)(i)(F‎(a)‎(i)‎(G) shall be made substantially concurrently with the closing or consummation of such Investment, Investment or at future times as may be scheduled at the time of such closing or consummation to be made thereafter in connection therewith and (y) the relevant Parent Company shall, promptly following the closing thereofor consummation thereof or at future times as may be scheduled at the time of such closing or consummation to be made thereafter in connection therewith, cause (I) all property acquired to be contributed to the Borrowers Parent Borrower or one or more of their its Restricted Subsidiaries, Subsidiaries or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrowers Parent Borrower or one or more of their its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section ‎Section 6.06 as if undertaken as a direct Investment by the relevant Parent Borrower or the relevant Restricted Subsidiary and (z) such Investment shall not build the Available AmountSubsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance and other benefits are attributable and reasonably allocated to the operations of the Borrowers and/or their subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Canadian Parent Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement or other acquisition or retirement for value of Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any Borrower or any subsidiaryPermitted Payee: (A) in accordance with Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect terms of promissory notes issued pursuant to evidence any obligation ‎Section 6.01(o), so long as the aggregate amount of all Cash payments made in respect of such promissory notes, together with the aggregate amount of Restricted Payments made pursuant to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereofsub-clause ‎(D) of any Parent Companythis clause ‎(ii) below, any Borrower or any subsidiary(1) in an aggregate amount does not to exceed the greater of US$11,000,000 $68,000,000 and 1020% of Consolidated Adjusted EBITDA as of the Borrowers and their Restricted Subsidiaries for last day of the most recently ended Test Period in any Fiscal Year, which, if not used in any Fiscal Year, may be carried forward to subsequent Fiscal Years (until so applied)) minus (2) any utilization of the next two succeeding Fiscal Years;Available RP Capacity Amount in reliance on unused capacity under clause ‎(D) below; plus (B) with the proceeds of any sale or issuance of, or of Qualified any capital contribution in respect of, the Capital Stock of any the Parent Borrower or any Parent Company (to the extent such proceeds are contributed to the Parent Borrower or any Restricted Subsidiary in respect of Qualified Capital Stock to any issued by the Parent Borrower or any such Restricted Subsidiary) (other than amounts constituting a Cure Amount or an Available Excluded Contribution Amount); orplus (C) with the net proceeds of any key-man life insurance policies; plus (D) with Cash and Cash Equivalents in an amount not to exceed, together with the aggregate amount of all cash payments made pursuant to sub-clause ‎(A) of this clause ‎(ii) in respect of promissory notes issued pursuant to ‎Section 6.01(o), (1) the greater of $68,000,000 and 20% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period in any Fiscal Year, which, if not used in any Fiscal Year, may be carried forward to subsequent Fiscal Years (until so applied) minus (2) any utilization of the Available RP Capacity Amount in reliance on unused capacity under the immediately preceding clause ‎(1); plus (E) with the amount of any Cash bonuses otherwise payable to any Permitted Payee that are foregone in exchange for the receipt of Capital Stock of the Parent Borrower or any Parent Company pursuant to any compensation arrangement, including any deferred compensation plan; (iii) the Canadian Parent Borrower may make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Canadian Parent Borrower elects to apply to this clause (iii)(A); provided, that (x‎(iii)‎(A) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Canadian Parent Borrower elects to apply to this clause ‎(iii)‎(B) (iii)(Bplus, without duplication of amounts referred to in this clause ‎(B), in an amount equal to the Net Proceeds from a Disposition of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Available Excluded Contribution Amounts up to the amount of such Available Excluded Contribution Amount, less any application thereof under Sections ‎6.04(b)(vi) or ‎6.06(r)); (iv) the Canadian Parent Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to (A) make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company, dividends, share splits, reverse share splits (or any combination thereof) and, mergers, consolidations, amalgamations or other business combinations, and acquisitions and other Investments permitted hereunder and/or (B) honor any conversion request by a holder of Convertible Indebtedness by payment of cash and/or delivery of Capital Stock, make any cash payments in lieu of fractional shares in connection with any conversion of Convertible Indebtedness and otherwise make payments on Convertible Indebtedness in accordance with its terms (including, without limitation, making payments of interest and principal thereon, making payments due upon required repurchase thereof and/or making payments upon redemption thereof), or, in the case of each of sub-clauses (A) and (B) above, make Restricted Payments to any Parent Company to enable such Parent Company to make the payments and/or deliveries described in such sub-clauses (A) and (B), and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of any Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members Permitted Payee and/or (B) repurchases of Capital Stock in consideration of the payments described in sub clause (A‎(A) above, including demand repurchases in connection with the exercise of stock optionsoptions and the issuance of restricted stock units or similar stock based awards; (v) the Canadian Parent Borrower may repurchase repurchase, redeem, acquire or retire Capital Stock upon (or make provisions for withholdings in connection with), or make Restricted Payments to any Parent Company to enable it to repurchase) , redeem, acquire or retire Capital Stock upon (or make provisions for withholdings in connection with), the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of of, or tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) the Canadian Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) fees and expenses under the Management Agreement subject to the restrictions set forth in, and in an amount not to exceed the amount set forth in, Section 6.09(f)(i); (vii) the Canadian Borrower may make Restricted Payments, Payments the proceeds of which are applied (i) on the Closing Date, solely to effect the consummation of the Transactions and on or about the Amendment No. 1 Effective Date, solely to effect the consummation of the Amendment No. 1 Transactions, (ii) on and after the Closing Date, to satisfy any payment obligations owing owing, or as otherwise required, under the Share Purchase Acquisition Agreement (including payment of working capital, capital and/or purchase price adjustments and/or deferred transaction feesadjustments) and to pay Transaction Costs, in each case, with respect to the Transactions, (iii) to satisfy obligations to direct or indirect holders of Capital Stock of the Parent Borrower (immediately prior to giving effect to the Transactions) in connection with, or as a result of, any working capital and/or purchase price adjustments, in each case, with respect to the Transactions and (iv) to satisfy any settlement of claims or actions in connection with the Transactions or to satisfy indemnity or other similar obligations in connection with the Transactions; (viiivii) so long as no Event of Default exists, following the consummation of a Qualifying IPO, the Canadian Parent Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in an amount equal not to the sum of exceed (A) 6the greater of (x) an amount equal to 7.00% per annum of the net Cash proceeds received by or contributed to the Canadian Parent Borrower from such Qualifying IPO in connection with the merger of Isos Acquisition Corporation and Bowlero Corp. on December 15, 2021 and the other transactions consummated in connection therewith and (y) an amount equal to 7.00% per annum of the Market Capitalization of the Parent Borrower (or its direct or indirect Parent Company, as applicable) and its subsidiaries minus (B) 5% any utilization of the market capitalization at the time of such Qualifying IPOAvailable RP Capacity Amount in reliance on unused capacity under immediately preceding clause ‎(A); (ixviii) the Canadian Parent Borrower may make Restricted Payments to (i) redeem, repurchase, defease, discharge, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of any the Parent Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of sub clauses (Asubclauses ‎(A) and (B‎(B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to any the Parent Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of any the Parent Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrowers Parent Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale or issuance (other than to a the Parent Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (xix) to the extent constituting a Restricted Payment, the Canadian Parent Borrower may consummate any transaction permitted by Section ‎Section 5.19 (other than ‎Section 5.19(d)), ‎Section 6.06 (other than Sections 6.06(j‎6.06(j) and (t‎(t)), ) and Section 6.09 ‎Section 6.07 (other than Section 6.09(d‎Section 6.07(g)); (xix) so long as no Event of Default exists or would result therefrom, the Canadian Parent Borrower may make additional Restricted Payments in an aggregate amount not to exceed (A) the greater of US$21,000,000 $85,000,000 and 2025% of Consolidated Adjusted EBITDA as of the Borrowers and their Restricted Subsidiaries for last day of the most recently ended Test Period minus (AB) any utilization of the amount of Restricted Debt Payments made by any Borrower or any Restricted Subsidiary Available RP Capacity Amount in reliance on Section 6.04(b)(iv), minus (B) the outstanding amount of Investments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(iiunused capacity under immediately preceding clause ‎(A); (xiixi) the Canadian Parent Borrower may pay any dividend or other distribution or consummate any redemption within 60 days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend dividend, distribution or redemption contemplated by such declaration or redemption notice would have complied with the provisions hereofof this ‎Section 6.04(a); (xii) the Parent Borrower may make any Restricted Payment constituting the distribution or payment of Receivables Fees; (xiii) the Canadian Parent Borrower may make additional Restricted Payments so long as, as measured at the time provided for in ‎Section 1.04(e), (A) no Event of Default exists or would result therefrom and (Bi) the First Lien Total Leverage RatioRatio would not exceed 4.00:1.00, calculated on a Pro Forma Basis, would not exceed 4.00:1.00; andBasis and (ii) there shall exist no Event of Default hereunder or shall result therefrom; (xiv) each the Parent Borrower may make additional Restricted Payments in an amount not to exceed the amount of proceeds received by the Parent Borrower and/or any Restricted Subsidiary under the Representation and Warranty Insurance Policy during the term of this Agreement; (xv) (A) for any taxable period for which the Parent Borrower and/or any of its Subsidiaries are members of a consolidated, combined or similar income tax group for U.S. federal and/or applicable state or local income tax purposes of which a direct or indirect parent of the Parent Borrower is the common parent (a “Tax Group”), or for which the Parent Borrower is a disregarded entity for U.S. federal income tax purposes wholly-owned by a corporate parent (a “Corporate Parent”), the Parent Borrower and each of its Subsidiaries may make Restricted Payments the proceeds of which shall be used by such common parent to pay the portion of any consolidated, combined or similar U.S. federal, state or local income Taxes of such Tax Group, or by the Corporate Parent to pay the portion of the U.S. federal, state or local income Taxes of such Corporate Parent, or any franchise taxes imposed in lieu thereof, for such taxable period that are attributable to the income of the Parent Borrower and/or its Subsidiaries, provided that such amount shall not be greater than the amount of such U.S. federal, state or local income taxes that would be paid (for such taxable period) by the Parent Borrower and its Subsidiaries if the Parent Borrower and/or such Subsidiaries had been a stand-alone corporate taxpayer (or stand-alone group of corporate taxpayers filing on a consolidated, combined or similar basis) for all taxable years ending after the Closing Date (taking into account any net operating loss carryforwards attributable to the Parent Borrower and its Subsidiaries, as the case may be) and (B) without duplication of Restricted Payments made under ‎Section 6.04(a)(xv)(A), for any taxable period for which the Parent Borrower is treated as a partnership for U.S. federal and/or applicable state or local income tax purposes, the Parent Borrower may make Restricted Payments to any Borrower its equity owners at the times and other Restricted Subsidiaries of any Borrower (and, in the case of a Restricted Payment by a non-Wholly Owned Subsidiary that is a Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary, as compared to the other owners of Capital Stock in such Restricted Subsidiary, on a pro rata or more than pro rata basis based on their ownership interests of the relevant class of Capital Stock). (b) The Borrowers shall not, nor shall they permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other property) on or in respect of principal of or interest on (x) any Junior Lien Indebtedness or (y) any Junior Indebtedness (such Indebtedness under clauses (x) and (y), collectively, the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to its scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt permitted hereunder made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted by Section 6.01(p); (ii) payments as part of an “applicable high yield discount obligation” catch- up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due in respect of any Restricted Debt, except for any payments with respect to any Subordinated Indebtedness that are prohibited by the subordination provisions thereof; (iv) so long as no Event of Default exists or would result therefrom, additional Restricted Debt Payments in an aggregate amount not to exceed the greater of US$21,000,000 and 20% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, minus (A) the amount of Restricted Payments made by the Borrowers in reliance on Section 6.04(a)(xi) and (B) the outstanding amount of Investments made by any Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of any Borrower and/or any Restricted Subsidiary and/or any capital contribution in respect of Qualified Capital Stock of any Borrower or any Restricted Subsidiary, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of any Borrower and/or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.01; (vi) Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that either Borrower elects to apply to this clause (vi)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Debt Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that either Borrower elects to apply to this clause (vi)(B); (vii) additional Restricted Debt Payments; provided, that (A) both before and after giving effect thereto on a Pro Forma Basis, no Event of Default exists and (B) the First Lien Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.25:1.00.amoun

Restricted Payments; Certain Payments of Indebtedness. (a) The Canadian Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that:: #94513555v35 (i) The Canadian the Lead Borrower may make customary Restricted Payments to the extent necessary to permit any Parent Company: (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses, expenses to prepare any Tax returns or defend any Tax claims, and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers and/or consultants of any Parent Company) and franchise fees and Taxes and similar fees, Taxes and expenses required to enable such Parent Company to maintain its organizational existence or qualification to do business, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company and its subsidiaries (but excluding the portion of such amount that is attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Lead Borrower and their its subsidiaries); (B) [reserved]to pay scheduled and overdue interest and payments as part of an AHYDO catch-up payment, in each case, in respect of any Indebtedness of any Parent Company to the extent the Net Proceeds thereof were contributed to the Lead Borrower; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent such expenses are attributable to any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Lead Borrower and/or their its subsidiaries), the Lead Borrower and its subsidiaries; (D) for the payment of insurance premiums to the extent attributable to any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Lead Borrower and/or their its subsidiaries), the Borrowers Lead Borrower and their its subsidiaries; (E) to pay (x) fees and expenses related to debt or equity offeringsofferings by any Parent Company, investments or acquisitions permitted or not restricted by this Agreement (whether or not consummated) and (y) Public Company Costs; (F) to finance any Investment permitted under Section 6.06 (provided, provided that (x) any Restricted Payment under this clause (a)(i)(F) shall be made substantially concurrently with the closing of such Investment, Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to the Borrowers Lead Borrower or one or more of their its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrowers Lead Borrower or one or more of their its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.06 as if undertaken as a direct Investment by the relevant Lead Borrower or the relevant Restricted Subsidiary and (z) such Investment shall not build the Available AmountSubsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrowers Lead Borrower and/or their its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Canadian Lead Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement or other acquisition or #94513555v35 retirement for value of Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any the Lead Borrower or any subsidiary: (A) in accordance with Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect terms of promissory notes issued pursuant to evidence any obligation Section 6.01(o), so long as the aggregate amount of all Cash payments made in respect of such promissory notes, together with the aggregate amount of Restricted Payments made pursuant to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant sub-clause (or any Affiliate or Immediate Family Member thereofD) of this clause (ii) below, does not exceed in any Parent Company, any Borrower or any subsidiary) in an aggregate amount not to exceed Fiscal Year the greater of US$11,000,000 $40,000,000 and 1012.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period in any Fiscal YearEBITDA, which, if not used in any Fiscal Year, may be carried forward to the next two succeeding subsequent Fiscal Years; (B) with the proceeds of any sale or issuance of Qualified the Capital Stock of any the Lead Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to any the Lead Borrower or any Restricted Subsidiary); or; (C) with the net proceeds of any key-man life insurance policies; or (D) with Cash and Cash Equivalents in an amount not to exceed in any Fiscal Year, together with the aggregate amount of all cash payments made pursuant to sub-clause (A) of this clause (ii) in respect of promissory notes issued pursuant to Section 6.01(o), the greater of $40,000,000 and 12.0% of Consolidated Adjusted EBITDA, which, if not used in any Fiscal Year, may be carried forward to subsequent Fiscal Years; (iii) the Canadian Lead Borrower may make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Canadian Lead Borrower elects to apply to this clause (iii)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(Biii); (iv) the Canadian Lead Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of any the Lead Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub sub-clause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Canadian Lead Borrower may repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of of, or Tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) for any taxable period (or portion thereof) that a Parent Company is treated as a corporation for U.S. federal income tax purposes and for which the Canadian Lead Borrower and/or any of its subsidiaries are members (or are pass-through entities of such members) of a consolidated, combined, unitary or similar income Tax group for U.S. federal, state, local or foreign income Tax purposes for which such Parent Company is the common parent, the Lead Borrower may pay (or make Restricted Payments to allow any such Parent Company to paypay the portion of any U.S. federal, state, local or foreign income Taxes (as applicable) fees and expenses under the Management Agreement subject of such Parent Company for such taxable period that are attributable to the restrictions set forth inincome of the Lead Borrower and/or its applicable subsidiaries; provided that, and in an the aggregate amount of such distributions shall not to exceed the aggregate Taxes the Lead Borrower and/or its subsidiaries, as applicable, would be required to pay in respect of such U.S. federal, state, local and foreign Taxes on a stand-alone basis for such #94513555v35 taxable period; provided further that the amount set forth in, Section 6.09(f)(i)of such distributions with respect to any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid by such Unrestricted Subsidiary for such purpose; (vii) the Canadian Lead Borrower may make Restricted Payments (A) to consummate, to the extent constituting Restricted Payments, the proceeds of which are applied (i) on the Closing Date, solely to effect the consummation of the Transactions and (iiB) on and after the Closing Date, to satisfy any payment obligations owing under the Share Purchase Agreement (including payment of working capital, purchase price adjustments and/or deferred transaction fees) and to pay Transaction Costs, in each case, with respect to the Transactions; (viii) so long as no Event of Default exists, following exists at the consummation time of a Qualifying IPOdeclaration of such Restricted Payment, the Canadian Lead Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in not to exceed an aggregate amount per annum equal to the sum of (A) 6% per annum of the net Cash proceeds received by or contributed to the Canadian Borrower from such Qualifying IPO an initial public offering and (B) 5an amount equal to 7% of the market capitalization at the time of such Qualifying IPOMarket Capitalization; (ix) the Canadian Lead Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of any the Lead Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of sub clauses subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to any the Lead Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of any the Lead Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrowers Lead Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a the Lead Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (x) to the extent constituting a Restricted Payment, the Canadian Lead Borrower may consummate any transaction permitted by Section 6.06 (other than Sections 6.06(j) and (t)), Section 6.07 (other than Section 6.07(g)) and Section 6.09 (other than Section 6.09(d)); (xi) so long as no Event of Default exists or would result therefrom, the Canadian Lead Borrower may make additional Restricted Payments in an aggregate amount not to exceed the greater of US$21,000,000 $120,000,000 and 2035.0% of Consolidated Adjusted EBITDA minus the sum of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period minus (A) the amount of any amounts under this Section 6.04(a)(xi) reallocated to make Restricted Debt Payments made by any Borrower or any Restricted Subsidiary in reliance on pursuant to Section 6.04(b)(iv), minus (B) the outstanding amount of any amounts under this Section 6.04(a)(xi) reallocated to make Investments made by pursuant to Section 6.06(q), and (C) any Borrower or any Restricted Subsidiary in reliance on amounts under this Section 6.06(q)(ii6.04(a)(xi) reallocated to incur Indebtedness pursuant to Section 6.01(u) (which may be further reallocated as provided therein); (xii) the Canadian Lead Borrower may pay any dividend or consummate any redemption within 60 sixty (60) days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend or redemption notice would have complied with the provisions hereof; (xiii) the Canadian Lead Borrower may make additional Restricted Payments so long as (A) no Event of Default exists or would result therefrom and (B) the First Lien Leverage RatioPayment Conditions applicable to Restricted Payments have been satisfied, calculated on a Pro Forma Basis, would not exceed 4.00:1.00; and; (xiv) each Restricted Subsidiary the Lead Borrower may make Restricted Payments to enable any Borrower and other Parent Company to make Restricted Subsidiaries of any Borrower (and, Payments solely in the case Qualified Capital Stock of a such Parent Company; (xv) the Lead Borrower may make Restricted Payment by a non-Wholly Owned Subsidiary that is a Restricted SubsidiaryPayments (A) to pay amounts permitted under Section 6.09(f), (g), (h), (i), (k) and (m) and (B) otherwise in an amount not to exceed $500,000 per calendar year; and (xvi) the Borrower and any other may make Restricted Subsidiary, as compared to Payments in the other owners form of Capital Stock in such of, or Indebtedness owed to Holdings, the Borrowers or a Restricted SubsidiarySubsidiary by, on a pro rata Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are Cash and Cash Equivalents (except to the extent constituting proceeds from the Disposition of all or more than pro rata basis based on their ownership interests substantially all of the relevant class assets of Capital Stocksuch Unrestricted Subsidiary) and/or intellectual property #94513555v35 material (as determined by the Lead Borrower in good faith) to the business of the Lead Borrower and its Restricted Subsidiaries, taken as a whole). (b) The Borrowers Lead Borrower shall not, nor shall they it permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other property) on or in respect of principal of or interest on (x) any Junior Lien Indebtedness or Indebtedness, (y) any Junior Subordinated Indebtedness or (z) solely to the extent proceeds of Revolving Loans are being used to make such payment, unsecured Indebtedness, in each cases of clauses (x), (y) and (z), with an individual outstanding principal amount in excess of the Threshold Amount (such Indebtedness under clauses (x), (y) and (yz), collectivelyin each case, with an individual outstanding principal amount in excess of the Threshold Amount, the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to its scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt permitted hereunder made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted by Section 6.01 (except to the extent subject to clause (iv)(C) of the proviso to Section 6.01(p)); (ii) payments as part of an “applicable high yield discount obligation” catch- AHYDO catch-up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due in respect of any Restricted Debt, except for any payments with respect to any such Subordinated Indebtedness that are prohibited by the subordination provisions thereof; (iv) so long as as, at the time of delivery of irrevocable notice with respect thereto, no Event of Default exists or would result therefrom, additional Restricted Debt Payments in an aggregate amount not to exceed (i) the sum of (A) the greater of US$21,000,000 $120,000,000 and 2035.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, minus (AB) the amount of Restricted Payments made by the Borrowers in reliance on any amounts reallocated to this Section 6.04(b)(iv) from Section 6.04(a)(xi) and Section 6.06(q), minus (Bii) the outstanding amount of any amounts reallocated from this Section 6.04(b)(iv) to make Investments made by any Borrower or any Restricted Subsidiary in reliance on pursuant to Section 6.06(q)(ii6.06(q); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of any the Lead Borrower and/or any Restricted Subsidiary and/or any capital contribution in respect of Qualified Capital Stock of any the Lead Borrower or any Restricted Subsidiary, in each case, other than any amounts constituting a Cure Amount, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of any the Lead Borrower and/or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.01; (vi) Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that either the Lead Borrower elects to apply to this clause (vi)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Debt Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that either Borrower elects to apply to this clause (vi)(Bvi); (vii) additional Restricted Debt Payments; provided, provided that (A) both before and after giving effect thereto the Payment Conditions applicable to Restricted Debt Payments have been satisfied on a Pro Forma Basis, no Event ; and (viii) mandatory prepayments of Default exists Restricted Debt (and related payments of interest) made with “Declined Proceeds” (B) as defined in the First Lien Leverage Ratio, calculated Credit Agreement) (it being understood that any “Declined Proceeds” (as defined in the First Lien Credit Agreement) applied to make Restricted Debt Payments in reliance on a Pro Forma Basis, would this Section 6.04(b)(viii) shall not exceed 4.25:1.00increase the amount available under clause (a)(viii) of the definition of “Available Amount” to the extent so applied).

Restricted Payments; Certain Payments of Indebtedness. (a) The Canadian Lead Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) The Canadian the Lead Borrower may make customary Restricted Payments to the extent necessary to permit any Parent Company: (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses, expenses to prepare any Tax returns or defend any Tax claims and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers and/or consultants of any Parent Company) and franchise fees and Taxes and similar fees, Taxes and expenses required to enable such Parent Company to maintain its organizational existence or qualification to do business, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company and its subsidiaries (but excluding the portion of such amount that is attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Lead Borrower and their its subsidiaries); (B) [reserved];to pay scheduled and overdue interest and payments as part of an AHYDO catch-up payment, in each case, in respect of any Indebtedness of any Parent Company to the extent the Net Proceeds thereof were contributed to the Lead Borrower; . (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent such expenses are attributable to any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Lead Borrower and/or their its subsidiaries), the Lead Borrower and its subsidiaries; (D) for the payment of insurance premiums to the extent attributable to any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers Lead Borrower and/or their its subsidiaries), the Borrowers Lead Borrower and their its subsidiaries; (E) to pay (x) fees and expenses related to debt or equity offeringsofferings by any Parent Company, investments or acquisitions permitted or not restricted by this Agreement (whether or not consummated) and (y) Public Company Costs; (F) to finance any Investment permitted under Section 6.06 (provided, provided that (x) any Restricted Payment under this clause (a)(i)(F) shall be made substantially concurrently with the closing of such Investment, Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to the Borrowers Lead Borrower or one or more of their its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrowers Lead Borrower or one or more of their its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.06 as if undertaken as a direct Investment by the relevant Lead Borrower or the relevant Restricted Subsidiary and (z) such Investment shall not build the Available AmountSubsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrowers Lead Borrower and/or their its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Canadian Lead Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement or other acquisition or retirement for value of Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, any the Lead Borrower or any subsidiary: (A) in accordance with Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect terms of promissory notes issued pursuant to evidence any obligation Section 6.01(o), so long as the aggregate amount of all Cash payments made in respect of such promissory notes, together with the aggregate amount of Restricted Payments made pursuant to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant sub-clause (or any Affiliate or Immediate Family Member thereofD) of this clause (ii) below, does not exceed in any Parent Company, any Borrower or any subsidiary) in an aggregate amount not to exceed Fiscal Year the greater of US$11,000,000 $25,000,000 and 1012.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period in any Fiscal YearEBITDA, which, if not used in any Fiscal Year, may be carried forward to the next two succeeding subsequent Fiscal Years; (B) with the proceeds of any sale or issuance of Qualified the Capital Stock of any the Lead Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to any the Lead Borrower or any Restricted Subsidiary); or) other than any amounts constituting a Cure Amount or any amount that has been added to the Available Excluded Contribution Amount; (C) with the net proceeds of any key-man life insurance policies; or (D) with Cash and Cash Equivalents in an amount not to exceed in any Fiscal Year, together with the aggregate amount of all cash payments made pursuant to sub-clause (A) of this clause (ii) in respect of promissory notes issued pursuant to Section 6.01(o), the greater of $25,000,000 and 12.0% of Consolidated Adjusted EBITDA, which, if not used in any Fiscal Year, may be carried forward to subsequent Fiscal Years; (iii) the Canadian Lead Borrower may make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Canadian Borrower elects to apply to this clause (iii)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Canadian Lead Borrower elects to apply to this clause (iii)(Biii); (iv) the Canadian Lead Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of any the Lead Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub sub-clause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Canadian Lead Borrower may repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of , or Tax withholdings with respect to such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) (A) for any taxable period (or portion thereof) that a Parent Company is treated as a corporation for U.S. federal income tax purposes and for which a Borrower and/or any of its subsidiaries are members (or are pass-through entities of such members) of a consolidated, combined, unitary or similar income Tax group for U.S. federal, state, local or foreign income Tax purposes (a “Tax Group”) for which a parent is the Canadian common parent, the Lead Borrower may pay (or make Restricted Payments to allow such parent to pay the portion of any Parent Company to payU.S. federal, state, local or foreign income Taxes (as applicable) fees and expenses under the Management Agreement subject of such parent for such taxable period that are attributable to the restrictions set forth in, and in an income of the Lead Borrower and/or its applicable subsidiaries; provided that the aggregate amount of such distributions shall not to exceed the aggregate Taxes the Lead Borrower and/or its subsidiaries, as applicable, would be required to pay in respect of such U.S. federal, state, local and foreign Taxes on a stand-alone consolidated basis for such taxable period; provided further that the amount set forth inof such distributions with respect to any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid by such Unrestricted Subsidiary to a Borrower or any of its Restricted Subsidiaries for such purpose and (B) without duplication of amounts payable under clause (A), Section 6.09(f)(i);the Lead Borrower may make Restricted Payments to pay the Taxes of such Tax Group attributable to the Performance Chemicals Sale. (vii) to the Canadian extent constituting Restricted Payments, the Lead Borrower may make Restricted Payments, Payments to consummate the proceeds of which are applied (i) on the Closing Date, solely to effect the consummation of the Transactions and (ii) on and after the Closing Date, to satisfy any payment obligations owing under the Share Purchase Agreement (including payment of working capital, purchase price adjustments and/or deferred transaction fees) Permitted Restructuring and to pay Transaction Costs, in each case, with respect to the Transactions; (viii) so long as no Event of Default exists, following exists at the consummation time of a Qualifying IPO, declaration of such Restricted Payment the Canadian Lead Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in not to exceed an aggregate amount per annum equal to the sum of (A) 6% per annum of the net Cash proceeds received by or contributed to the Canadian Borrower from such Qualifying IPO $30,000,000 and (B) 5an amount equal to 7% of the market capitalization at the time of such Qualifying IPOMarket Capitalization; (ix) the Canadian Lead Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of any the Lead Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of sub clauses subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to any the Lead Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of any the Lead Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrowers Lead Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a the Lead Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (x) to the extent constituting a Restricted Payment, the Canadian Lead Borrower may consummate any transaction permitted by Section 6.06 (other than Sections 6.06(j) and (t)), Section 6.07 (other than Section 6.07(g)) and Section 6.09 (other than Section 6.09(d)); (xi) so long as no Event of Default exists or would result therefrom, the Canadian Lead Borrower may make additional Restricted Payments in an aggregate amount not to exceed the greater of US$21,000,000 $71,000,000 and 2035.0% of Consolidated Adjusted EBITDA minus the sum of the Borrowers and their Restricted Subsidiaries for the most recently ended Test Period minus (A) the amount of any amounts under this Section 6.04(a)(xi) reallocated to make Restricted Debt Payments made by any Borrower or any Restricted Subsidiary in reliance on pursuant to Section 6.04(b)(iv), minus ) (B) the outstanding amount of any amounts under this Section 6.04(a)(xi) reallocated to make Investments made by pursuant to Section 6.06(q), and (C) any Borrower or any Restricted Subsidiary in reliance on amounts under this Section 6.06(q)(ii6.04(a)(xi) reallocated to incur Indebtedness pursuant to Section 6.01(u) (which may be further reallocated as provided therein); (xii) the Canadian Lead Borrower may pay any dividend or consummate any redemption within 60 sixty (60) days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend or redemption notice would have complied with the provisions hereof; (xiii) the Canadian Lead Borrower may make additional Restricted Payments so long as (A) no Event of Default exists or would result therefrom and (B) the First Lien Leverage RatioPayment Conditions applicable to Restricted Payments have been satisfied, calculated on a Pro Forma Basis, would not exceed 4.00:1.00; and; (xiv) each Restricted Subsidiary the Lead Borrower may make Restricted Payments to enable any Borrower and other Parent Company to make Restricted Subsidiaries of any Borrower (and, Payments solely in the case Qualified Capital Stock of a such Parent Company; (xv) the Lead Borrower may make Restricted Payment by a non-Wholly Owned Subsidiary that is a Payments (A) to pay amounts permitted under Section 6.09(f), (g), (h), (i), (k) and (m) and (B) otherwise in an amount not to exceed $500,000 per calendar year; (xvi) the Lead Borrower may make Restricted Subsidiary, to Payments in the Borrower and any other Restricted Subsidiary, as compared to the other owners form of Capital Stock in such of, or Indebtedness owed to Holdings, the Lead Borrower or a Restricted SubsidiarySubsidiary by, on a pro rata Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are Cash and Cash Equivalents (except to the extent constituting proceeds from the Disposition of all or more than pro rata basis based on their ownership interests substantially all of the relevant class assets of Capital Stocksuch Unrestricted Subsidiary) and/or intellectual property material (as determined by the Lead Borrower in good faith) to the business of the Lead Borrower and its Restricted Subsidiaries, taken as a whole); and (xvii) the Lead Borrower may make Restricted Payments in an aggregate amount not to exceed $450,000,000 (the “Special Dividend”). (b) The Borrowers Lead Borrower shall not, nor shall they it permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other property) on or in respect of principal of or interest on (x) any Junior Lien Indebtedness or (y) any Junior Indebtedness Subordinated Indebtedness, in each cases of clauses (x) and (y), with an individual outstanding principal amount in excess of the Threshold Amount (such Indebtedness under clauses (x) and (y), collectivelyin each case, with an individual outstanding principal amount in excess of the Threshold Amount, the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to its scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt permitted hereunder made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted by Section 6.01 (except to the extent subject to clause (iv)(C) of the proviso to Section 6.01(p)); (ii) payments as part of an “applicable high yield discount obligation” catch- AHYDO catch-up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due in respect of any Restricted Debt, except for any payments with respect to any such Subordinated Indebtedness that are prohibited by the subordination provisions thereof; (iv) so long as as, at the time of delivery of irrevocable notice with respect thereto, no Event of Default exists or would result therefrom, additional Restricted Debt Payments in an aggregate amount not to exceed (i) the sum of (A) the greater of US$21,000,000 $71,000,000 and 2035.0% of Consolidated Adjusted EBITDA of the Borrowers and their Restricted Subsidiaries as of the last day of the most recently ended Test Period, minus (AB) the amount of Restricted Payments made by the Borrowers in reliance on any amounts reallocated to this Section 6.04(b)(iv) from Section 6.04(a)(xi) and Section 6.06(q), minus (Bii) the outstanding amount of any amounts reallocated from this Section 6.04(b)(iv) to make Investments made by any Borrower or any Restricted Subsidiary in reliance on pursuant to Section 6.06(q)(ii6.06(q); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of any the Lead Borrower and/or any Restricted Subsidiary and/or any capital contribution in respect of Qualified Capital Stock of any the Lead Borrower or any Restricted Subsidiary, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of any the Lead Borrower and/or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.01; (vi) Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that either Borrower elects to apply to this clause (vi)(A); provided, that (x) no Event of Default has occurred and is continuing at the time of declaration of such Restricted Debt Payment and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.50:1.00 plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that either the Lead Borrower elects to apply to this clause (vi)(Bvi); (vii) additional Restricted Debt Payments; provided, that (A) both before and after giving effect thereto on a Pro Forma Basis, no Event of Default exists and (B) the First Lien Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.25:1.00.