AR MEXICAN HOLDINGS, INC.

“Adapt US/Canada Integration” means, on or after the Closing Date, the contemporaneous # assignment, transfer, dividend or distribution of all of the Adapt US/Canada Shares by the Adapt Target to the Irish Newco Subsidiary, # assignment, transfer, dividend or distribution of the Adapt US/Canada Shares by Irish Newco Subsidiary to Emergent International, # assignment, transfer, dividend or distribution of the Adapt US/Canada Shares by Emergent International to the Borrower and # related interim or series of related transactions, such that, after the consummation of each of the foregoing transactions, the Borrower shall own all of the Adapt US/Canada Shares.

"Excluded Subsidiary" shall mean # any Subsidiary that is not a Wholly Owned Subsidiary, # any Subsidiary, other than the Canadian Loan Parties and the Mexican Loan Parties, that # is a Foreign Subsidiary, # is a direct or indirect Subsidiary of a Foreign Subsidiary, or # a U.S. Foreign Holdco, # any captive ‎insurance company, # any not-for-profit subsidiary, # ‎any Subsidiary that is prohibited by Applicable Law from guaranteeing the Obligations or that would require governmental (including regulatory) consent, approval, license or authorization in order to guarantee the Obligations, to the extent such consent, approval, license or authorization is not obtained after the use of all such Subsidiary's commercially reasonable efforts (without any requirement to pay money or make concessions), # any Subsidiary that is prohibited from guaranteeing the Obligations by contracts existing on the Closing Date, or # any Subsidiary with respect to which the [[Organization B:Organization]] and Castle reasonably agree that the cost or burden of obtaining a guarantee of the Obligations would outweigh the benefit to the Lenders to be afforded thereby. For the avoidance of doubt, the Canadian Loan Parties and the Mexican Loan Parties shall not constitute Excluded Subsidiaries.

“Mexican Peso” means the lawful currency of Mexico.

Restrictive Subsidiary Covenants. The Company will not, nor will it permit any Subsidiary to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to pay dividends or make any other distribution in respect of its ownership interests or pay any Indebtedness or other Obligation owed to the Company or any other Subsidiary, make loans or advances or other Investments in the Company or any other Subsidiary, or sell, transfer or otherwise convey any of its property to the Company or any other Subsidiary other than pursuant to # applicable law, # this Agreement or the other Loan Documents, # restrictions imposed by the holder of a Lien permitted by [Section 7.3(F) and (iv)])] restrictions imposed in a joint venture agreement on the ability of any Subsidiary to pay dividends or make any other distribution in respect of its ownership interests, the removal of which requires the consent of one or more of the joint venture partners or the joint venture’s board of directors (but not the consent of any third parties).

The Parent Borrower will cause any and all of its direct and indirect Material Domestic Subsidiaries, whether newly formed, after acquired or otherwise existing, to promptly become a Subsidiary Guarantor hereunder by way of execution of a Joinder Agreement. Furthermore, within thirty (30) days after a Domestic Subsidiary becomes a Material Domestic Subsidiary, as determined by the financial statements delivered to the Domestic Administrative Agent pursuant to [Section 7.01(a)] and/or (b), the Parent Borrower will cause such Domestic Subsidiary to become a Guarantor hereunder by way of execution of a Joinder Agreement. In connection with the foregoing, the Parent Borrower shall deliver to the Domestic Administrative Agent such charter and organizational documents and opinions of in-house counsel as the Domestic Administrative Agent may reasonably request.

Additional Subsidiary Guarantors. If at any time the Consolidated Adjusted Net Income for the four consecutive fiscal quarters most recently ended of all of the Company’s Domestic Subsidiaries that are not ​ or Subsidiary Guarantors exceeds 20% of the Company’s Consolidated Adjusted Net Income for such period, the Company will, within 30 days after its senior management becomes aware of such event (or should have become aware), cause additional Domestic Subsidiaries to execute and deliver a Joinder to the Subsidiary Guaranty so that, after giving effect thereto, the threshold level above is not exceeded and shall deliver to each holder of Notes the documents listed in [Section 9.7(a)(i) and (ii)])].

Subsidiary Borrower Designation. With respect to any Loan to be made to any Subsidiary Borrower, such Subsidiary Borrower shall have been designated as a Subsidiary Borrower pursuant to [Section 10.1(c)(i)] and such Subsidiary Borrower shall not have been removed as a Subsidiary Borrower pursuant to [Section 10.1(c)(ii)] (unless such Subsidiary shall have been redesignated as a Subsidiary Borrower pursuant to [Section 10.1(c)(i)] and such redesignation shall be in effect as of the date of such Loan.

Foreign Subsidiary Restrictions. Notwithstanding any other provisions of this Section ‎2.10, # to the extent that any or all of the Net Cash Proceeds of any Asset Sale or Casualty Event by a Foreign Subsidiary or the portion of Excess Cash Flow for any Excess Cash Flow Period attributable to a Foreign Subsidiary are prohibited, restricted or delayed from being repatriated to the United States, or such repatriation or prepayment would present a material risk of liability for the applicable Foreign Subsidiary or its directors or officers (or would give rise to a material risk of breach of fiduciary or statutory duties by any director or officer), the Borrower shall not be required to make a prepayment at the time provided in this Section ‎2.10 with respect to such affected amounts, and instead, such amounts may be retained by the applicable Foreign Subsidiary (the Borrower hereby agreeing to use commercially reasonable efforts to otherwise cause the applicable Foreign Subsidiary following the date on which the respective payment would otherwise have been required, promptly to take all actions reasonably required by the applicable local law Law or other impediment to permit such repatriation), and if following the date on which the respective payment would otherwise have been required, such repatriation of any of such Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law Law or other impediment (or is otherwise received by the Borrower or a Subsidiary Guarantor), such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than three (3) Business Days after such repatriation could be made) applied (whether or not repatriation actually occurs) to the repayment of the Term Loans pursuant to this Section ‎2.10 to the extent provided herein and # to the extent that the Borrower has determined in good faith that repatriation of any of or all Net Cash Proceeds or Excess Cash Flow could reasonably be expected to have an adverse Tax consequence that is not de minimis (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (B), on or before the date that is twelve months after the date on which any Net Cash Proceeds or Excess Cash Flow so retained would otherwise have been required to be applied to prepayments pursuant to this Section ‎2.10(e), the Borrower shall apply an amount equal to such Net Cash Proceeds or Excess Cash Flow to such prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than a Foreign Subsidiary, less the amount of additional Taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated.

Purchase of Subsidiary. Subject to and upon the terms and conditions contained herein, at the Closing, ENZB has agreed to sell, transfer, convey and deliver its Subsidiary to ​.