Common use of Certain Obligations Respecting Subsidiaries Clause in Contracts

Certain Obligations Respecting Subsidiaries. (1) Subject to any applicable limitation in any Basic Document, the Parent and the other Borrowers shall (and shall cause their Subsidiaries) take the following actions at the Parent’s expense, upon (a) the formation or acquisition after the A&R Closing Date of any Subsidiary that is not an Excluded Subsidiary, (b) the designation of any Unrestricted Subsidiary as a Subsidiary that is not an Excluded Subsidiary or (c) any Subsidiary (including any Immaterial Subsidiary) ceasing to be an Excluded Subsidiary, (x) if the event giving rise to the obligation under this Section 9.21 occurs during the first three fiscal quarters of any fiscal year, on or before the later of (I) 60 days following the relevant formation, acquisition, designation or cessation and (II) the date on which financial statements are required to be delivered pursuant to Section 9.01(2) for the fiscal quarter in which such formation, acquisition, designation or cessation occurred or (y) if the event giving rise to the obligation under this Section 9.21 occurs during the fourth fiscal quarter of any fiscal year, on or before the date that is 90 days after the end of such fiscal quarter (or, in the cases of clauses (x) and (y), such longer period as the Administrative Agent may reasonably agree) (or, in the cases of clauses (x) and (y), such longer period as the Administrative Agent may reasonably agree) (i) cause the applicable Subsidiary to execute and deliver a joinder to the Subsidiary Pledge Agreement and the Subsidiary Guaranty; (ii) cause the Subsidiary (and any Obligor of which the applicable Subsidiary is a direct Subsidiary) to (A) deliver any and all certificates representing its Capital Stock (to the extent certificated) that constitute Collateral and are required to be delivered pursuant to any Security Document, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and (B) deliver all instruments evidencing Indebtedness held by such Subsidiary that constitute Collateral and are required to be delivered pursuant to any Security Document, endorsed in blank; and (iii) upon request of the Administrative Agent deliver to the Administrative Agent a signed copy of a customary opinion, addressed to the Administrative Agent and the other Credit Parties, of counsel for the such applicable Subsidiary as to such matters as the Administrative Agent may reasonably request; provided that such matters are not inconsistent with those addressed in opinions delivered on the A&R Closing Date or customary market practice. (2) Notwithstanding anything to the contrary in this Section 9.21, but subject to clause (3) of this Section 9.21, (I) no Excluded Subsidiary shall be required to be or become a party to the Subsidiary Guaranty or otherwise Guarantee the obligations of the Borrowers hereunder, (II) the Parent and its Subsidiaries shall only be required to pledge 66% of the Voting Stock and 100% of the non-Voting Stock of any Excluded Subsidiary that is an Excluded Subsidiary solely due to clause (f) of the definition thereof, in each case, that is directly held and wholly owned by the Parent and/or other Obligors that are Domestic Subsidiaries of the Parent, (III) the Parent and its Subsidiaries shall not be required to pledge any Capital Stock of any Excluded Subsidiary other than Excluded Subsidiaries that are (x) Excluded Subsidiaries solely due to clause (f) of the definition thereof and (y) directly held by the Parent and/or other Obligors that are Domestic Subsidiaries of the Parent, (IV) except as set forth in clause (3) of this Section 9.21, no Obligor shall be required to take any action (a) in (x) Puerto Rico or (y) outside of any State of the United States with respect to any assets located outside of any State of the United States, (b) in any jurisdiction other than a State of the United States or (c) required by the laws of any jurisdiction other than the a State of the United States to create, perfect or maintain any security interest and (V) no Foreign Subsidiary shall be required to become a party to the Subsidiary Pledge Agreement or otherwise pledge its assets to secure the obligations hereunder. (3) Notwithstanding the other provisions of this Agreement, (i) Iron Mountain Canada Operations ULC shall be required to pledge 66% the Capital Stock owned by it in its Subsidiaries and other property of the type constituting Collateral under the Canadian Borrower Pledge Agreement and (ii) a PPSA financing statement shall be filed in the appropriate filing office evidencing the security interest granted under the Canadian Borrower Pledge Agreement and the Canadian Borrower shall deliver certificated Capital Stock and promissory notes and take other actions, in each case to the extent required by the Canadian Borrower Pledge Agreement.

Certain Obligations Respecting Subsidiaries. (1) Subject to the terms, conditions and provisions of the Security Documents and any applicable limitation in any Basic DocumentSecurity Document or herein, the Parent and the other Borrowers shall (take such action and shall cause each of their Subsidiaries) Subsidiaries to take the following actions at the Parent’s expensesuch action, upon (a) the formation or acquisition from time to time after the A&R Closing Initial Funding Date as shall be necessary to ensure that all Material Subsidiaries (other than any Excluded Subsidiary) are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing, in the event that Borrowers or any of their Subsidiaries shall form or acquire any new Material Subsidiary, or any Subsidiary that is not an Excluded otherwise becomes a Material Subsidiary, after the Initial Funding Date (b) the designation of any Unrestricted Subsidiary it being understood that a Subsidiary’s status as a Material Subsidiary that is not an Excluded Subsidiary or (c) any Subsidiary (including any Immaterial Subsidiary) ceasing to shall be an Excluded Subsidiary, (x) if as determined as of the event giving rise to the obligation under this Section 9.21 occurs during the first three fiscal quarters of any fiscal year, on or before the later of (I) 60 days following the relevant formation, acquisition, designation or cessation and (II) the most recent date on upon which financial statements are required to be have been delivered pursuant to Section 9.01(2) for the fiscal quarter in which such formation, acquisition, designation or cessation occurred or (y) if the event giving rise to the obligation under this Section 9.21 occurs during the fourth fiscal quarter of any fiscal year, on or before the date that is 90 days after the end of such fiscal quarter (or, in the cases of clauses (x) and (y5.1), Borrowers shall, and shall cause each of their Subsidiaries (other than any Excluded Subsidiary) to, within 60 days (or such longer period as the Administrative Agent may reasonably agree) after such formation or acquisition (oror with respect to the Mortgages and other Section 5.9 requirements set forth below with respect to Material Real Property, in the cases of clauses (x) and (y), 120 days after such longer period as the Administrative Agent may reasonably agree)formation or acquisition): (i) cause the applicable any such new Material Subsidiary to execute guaranty the Obligations and deliver become a “Subsidiary Guarantor” hereunder by executing and delivering a Guaranty Agreement (or a joinder to the Subsidiary Pledge Agreement and the Subsidiary Guaranty; thereto), (ii) pledge or cause to be pledged 100% of the issued and outstanding Equity Interests of such Subsidiary (and any Obligor of which on a first priority basis to secure the Obligations, pursuant to the applicable Subsidiary is a direct Subsidiary) to (A) deliver any and all certificates representing its Capital Stock (to the extent certificated) that constitute Collateral and are required to be delivered pursuant to any Security Document, accompanied by undated stock powers Agreement or other appropriate instruments of transfer executed in blank (pledge or any other documents customary under local law) and (B) deliver all instruments evidencing Indebtedness held security joinder agreements reasonably requested by such Subsidiary that constitute Collateral and are required to be delivered pursuant to any Security DocumentAdministrative Agent, endorsed in blank; and (iii) upon request cause such Subsidiary to pledge and grant a security interest in substantially all of its property pursuant to, and to the extent required in, this Agreement, the Domestic Collateral Documents and Foreign Collateral Documents, as applicable, and take such other action (including delivering any filings and deliveries reasonably requested to perfect such security interest, Uniform Commercial Code financing statements, and, if applicable, PPSA financing statements, executing and delivering security agreements for filing and recording in the U.S. Patent and Trademark Office and the U.S. Copyright Office and, if applicable, the Canadian Intellectual Property Office and, at any time following a Mortgage Trigger Event, executing and delivering Mortgages covering the Material Real Property of such Material Subsidiary and delivery of the other documents set forth in Section 5.9, in each case in form and substance reasonably satisfactory to Administrative Agent) reasonably necessary in the opinion of Administrative Agent deliver to perfect such security interest; provided however that, notwithstanding the foregoing, if (and for so long as) Administrative Agent a signed copy Borrower reasonably determines in good faith (and in consultation with Administrative Agent) that the creation and perfection of pledges of, or security interests in, any Equity Interests of any Tax Preferred Subsidiary to secure the Obligations of a customary opinionU.S. Borrower would result in material adverse tax consequences to Administrative Borrower or its Subsidiaries, addressed to the Administrative Agent and the other Credit Parties, of counsel for the such applicable Subsidiary as to such matters as the Administrative Agent may reasonably request; provided that such matters are not inconsistent with those addressed in opinions delivered on the A&R Closing Date or customary market practice. (2) Notwithstanding anything to the contrary in this Section 9.21, but subject to clause (3) of this Section 9.21, (I) no Excluded Subsidiary shall be required to be or become a party to the Subsidiary Guaranty or otherwise Guarantee the obligations of the Borrowers hereunder, (II) the Parent and its Subsidiaries shall only be required to pledge 66take such action, or cause the applicable Obligor to take such action, (including delivering certificates and transfer powers for such Equity Interests and delivering Uniform Commercial Code financing statements) as shall be reasonably necessary or advisable in the opinion of Administrative Agent, and in form and substance reasonably satisfactory to Administrative Agent, to create and perfect valid and enforceable first-priority Liens, subject to no other Liens except for Permitted Encumbrances, on 65% of the Voting Stock voting Equity Interests and 100% of the non-Voting Stock voting Equity Interests in each such Tax Preferred Subsidiary as collateral security for the Obligations; (b) furnish to Administrative Agent updated Schedules 3.14 and 3.15 with respect to such Subsidiary, in form and detail reasonably satisfactory to Administrative Agent; and (c) execute and deliver, or cause to be executed and delivered, to Administrative Agent such other items as may be reasonably requested in connection with the foregoing, including proof of any Excluded Subsidiary that corporate action, incumbency of officers, opinions of counsel, “Know your customer” information and other documents, as is an Excluded Subsidiary solely due consistent with those delivered by each Obligor pursuant to Section 4 on the Signing Date and the Initial Funding Date, or as Administrative Agent shall have otherwise reasonably requested. Additionally, notwithstanding anything in this Section 5.8, Administrative Agent shall have the right to waive the requirements of the foregoing clause (f) of the definition thereof, in each case, that is directly held and wholly owned by the Parent and/or other Obligors that are Domestic Subsidiaries of the Parent, (III) the Parent and its Subsidiaries shall not be required to pledge any Capital Stock of any Excluded Subsidiary other than Excluded Subsidiaries that are (x) Excluded Subsidiaries solely due to clause (f) of the definition thereof and (y) directly held by the Parent and/or other Obligors that are Domestic Subsidiaries of the Parent, (IV) except as set forth in clause (3a) of this Section 9.21, no Obligor shall be required to take any action (a) in (x) Puerto Rico or (y) outside of any State of the United States 5.8 with respect to any assets located outside of any State of the United States, (b) in any jurisdiction other than a State of the United States Equity Interests or (c) required by the laws of any jurisdiction other than the a State of the United States to create, perfect or maintain any security interest and (V) no Foreign Subsidiary shall be required to become a party to the Subsidiary Pledge Agreement or otherwise pledge its assets to secure the obligations hereunder. (3) Notwithstanding the other provisions of this Agreement, (i) Iron Mountain Canada Operations ULC shall be required to pledge 66% the Capital Stock owned by it in its Subsidiaries and other property of a Foreign Subsidiary otherwise required to be pledged hereunder or the type constituting Collateral under Guarantee by a Foreign Subsidiary otherwise required to be delivered hereunder if, in the Canadian Borrower Pledge Agreement and reasonable judgment of Administrative Agent, the cost of providing such Guarantee or pledge of such Equity Interests or other property (iiincluding any adverse tax consequences to Borrowers or any of their Subsidiaries) a PPSA financing statement shall be filed excessive in view of the appropriate filing office evidencing the security interest granted under the Canadian Borrower Pledge Agreement and the Canadian Borrower shall deliver certificated Capital Stock and promissory notes and take other actions, in each case benefits to the extent required be obtained by the Canadian Secured Parties therefrom or such Guarantee or pledge would be prohibited by applicable law binding upon such Foreign Subsidiary, and such waiver shall be binding upon the Secured Parties; provided such waiver shall be confirmed in writing by notice to Administrative Borrower Pledge Agreementand may be subject to specified conditions for the future delivery of such Guarantee or such pledge.

Certain Obligations Respecting Subsidiaries. (1) Subject to any applicable limitation in any Basic Document, the Parent and the other Borrowers shall (and shall cause their Subsidiaries) take the following actions at the Parent’s expense, upon (a) the formation or acquisition after the A&R Closing Date The Company will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Subsidiaries (other than Suiza Capital Trust, Suiza Capital Trust II and any Subsidiary that Unrestricted Subsidiary) is not an Excluded a Wholly Owned Subsidiary, except for (bi) issuances of capital stock upon exercise of warrants outstanding on the designation Effective Date and other issuances of capital stock to Alan X. Xxxxxx xx Petex X. Xxxxxx, xx both, to permit them to own in the aggregate up to 17-1/2% of the outstanding capital stock of Franklin Plastics, Inc., a Delaware corporation, and (ii) as otherwise may be permitted or agreed in connection with a Permitted Acquisition. In the event that any Unrestricted Subsidiary as a Subsidiary that is not an Excluded Subsidiary additional shares of stock, partnership or other ownership interests (cincluding, without limitation, warrants, options or other securities convertible into ownership interests) shall be issued by any Subsidiary (including any Immaterial other than an Unrestricted Subsidiary) ceasing to be an Excluded SubsidiaryObligor, (x) if the event giving rise respective Obligor agrees forthwith to deliver to the obligation under this Section 9.21 occurs during the first three fiscal quarters of any fiscal year, on or before the later of (I) 60 days following the relevant formation, acquisition, designation or cessation and (II) the date on which financial statements are required to be delivered Agent pursuant to Section 9.01(2) for the fiscal quarter Security Agreement, Subsidiary Guarantee and Security Agreement or a pledge agreement in which such formation, acquisition, designation or cessation occurred or (y) if the event giving rise form and substance satisfactory to the obligation under this Section 9.21 occurs during the fourth fiscal quarter of any fiscal year, on or before the date that is 90 days after the end of such fiscal quarter Agent all (or, in the cases case of clauses a Foreign Subsidiary, upon the request of the Agent up to 65% of such ownership interest acquired) of the certificates evidencing such shares of stock, partnership or other ownership interests (xincluding, without limitation, warrants, options or other securities convertible into ownership interests) and (y), such longer period as the Administrative Agent may reasonably agree) (or, in the cases of clauses (x) and (y), such longer period as the Administrative Agent may reasonably agree) (i) cause the applicable Subsidiary to execute and deliver a joinder to the Subsidiary Pledge Agreement and the Subsidiary Guaranty; (ii) cause the Subsidiary (and any Obligor of which the applicable Subsidiary is a direct Subsidiary) to (A) deliver any and all certificates representing its Capital Stock (to the extent certificated) that constitute Collateral and are required to be delivered pursuant to any Security Document, accompanied by undated stock powers or other appropriate instruments forms of transfer executed in blank and to take such other action including, without limitation, (or any other documents customary under local lawA) supplementing the Security Agreement and/or supplementing the Subsidiary Guarantee and Security Agreement in a manner and in form and substance satisfactory to the Agent, (B) deliver all instruments evidencing Indebtedness held by such Subsidiary that constitute Collateral and are required to be delivered pursuant to any Security Document, endorsed in blank; and (iii) upon request of the Administrative Agent deliver delivering to the Administrative Agent a signed copy Uniform Commercial Code searches for each Supplemental Guarantor for each jurisdiction in which such Supplemental Guarantor conducts its respective business or in which any of a customary opinion, addressed to the Administrative Agent and the other Credit Parties, of counsel for the such applicable Subsidiary as to such matters its respective Properties are located (or otherwise as the Administrative Agent may reasonably request; provided that ) and (C) filing appropriately completed and duly executed copies of Uniform Commercial Code Financing Statements, as the Agent shall request to perfect the security interest created therein pursuant to such matters are not inconsistent with those addressed in opinions delivered on the A&R Closing Date or customary market practiceSecurity Document. (2b) Notwithstanding anything The Company will not permit any of its Subsidiaries (other than Unrestricted Subsidiaries) to enter into, after the date of this Agreement, any indenture, agreement, instrument or other arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of Property; provided, that the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreement, (ii) customary restrictions and conditions contained in agreements relating to the contrary sale of a Subsidiary or Property pending such sale, provided such restrictions and conditions apply only to the Subsidiary or Property that is to be sold and such sale is permitted hereunder, (iii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the Property securing such Indebtedness, (iv) restrictions or conditions as the result of the issuance of preferred stock by a Subsidiary pursuant to currently outstanding warrants for the acquisition thereof, (v) customary provisions in this Section 9.21leases and other contracts restricting the assignment thereof, but (vi) restrictions set forth in the Franklin Plastics Stockholders Agreement, (vii) restrictions set forth in the Amended and Restated Operating Agreement of Land-O-Sun Dairies, L.L.C., a Delaware limited liability company, with respect to the terms and conditions of the LOS Preferred Member Interests, (viii) restrictions set forth in any trust or other indenture executed by Suiza Capital Trust or Suiza Capital Trust II in connection with the issuance of the Trust Issued Securities, and (ix) any indenture agreement, instrument or other arrangement relating to the assets or business of any Subsidiary and existing prior to the consummation of the Permitted Acquisition in which such Subsidiary was acquired. (c) The Company will take such action, and will cause each of its Subsidiaries (other than Garrxxx, xxy Foreign Subsidiary, Suiza Capital Trust II, any Unrestricted Subsidiary and any Subsidiary having no material assets formed with the intent of merging with or into a Person that will be a Subsidiary subject to clause (3this provision) of this Section 9.21to take such action, (I) no Excluded Subsidiary from time to time as shall be required necessary to be ensure that all such Subsidiaries of the Company are party to, as Obligors, the Subsidiary Guarantee and Security Agreement. Except as set forth above and without otherwise limiting the generality of the foregoing, in the event that the Company or any of its Subsidiaries shall form or acquire any new Subsidiary other than a Foreign Subsidiary or an Unrestricted Subsidiary or a Subsidiary hereafter formed to issue Trust Issued Securities, the Company or the respective Subsidiary will cause such new Subsidiary to (i) become a party to the Subsidiary Guaranty Guarantee and Security Agreement pursuant to a Joinder Agreement substantially in the form of Exhibit C-1 hereto or otherwise Guarantee other written instrument in form and substance satisfactory to the obligations Agent, (ii) pledge all of its ownership interests (including, without limitation, warrants, options or other securities convertible into ownership interests) in its Subsidiaries and Affiliates, if any, to the Agent for the benefit of the Borrowers hereunderLenders, (II) except as otherwise provided herein and provided, however, that, upon the Parent and its Subsidiaries request of the Agent such Supplemental Guarantor shall only be required pledge up to pledge 6665% of the Voting Stock and 100% of the non-Voting Stock of any Excluded Subsidiary that is an Excluded Subsidiary solely due to clause its ownership interests (f) of the definition thereofincluding, in each casewithout limitation, that is directly held and wholly owned by the Parent and/or warrants, options or other Obligors that are Domestic Subsidiaries of the Parent, (III) the Parent and its Subsidiaries shall not be required to pledge any Capital Stock of any Excluded Subsidiary other than Excluded Subsidiaries that are (x) Excluded Subsidiaries solely due to clause (f) of the definition thereof and (y) directly held by the Parent and/or other Obligors that are Domestic Subsidiaries of the Parent, (IV) except as set forth in clause (3) of this Section 9.21, no Obligor shall be required to take any action (a) in (x) Puerto Rico or (y) outside of any State of the United States with respect to any assets located outside of any State of the United States, (bsecurities convertible into ownership interests) in any jurisdiction other than a State of the United States or (c) required by the laws of Foreign Subsidiary; and provided, further, that any jurisdiction other than the a State of the United States to create, perfect or maintain any security interest and (V) no Foreign Subsidiary shall be not required to become a party to a Joinder Agreement hereunder shall pledge any ownership interests acquired (but, in the Subsidiary Pledge Agreement case of a Foreign Subsidiary, upon the request of the Agent up to 65% of such ownership interests, and other than interests in an Unrestricted Subsidiary) to the Agent for the benefit of the Lenders pursuant to an instrument in form and substance satisfactory to the Agent and (iii) take such other action, including without limitation, (A) delivering such proof of corporate action, incumbency of officers, opinions of counsel and other documents relating to the foregoing as the Agent shall reasonably request, (B) delivering to the Agent Uniform Commercial Code searches for each Supplemental Guarantor for each jurisdiction in which such Supplemental Guarantor conducts its respective business or in which any of its respective Properties are located (or otherwise pledge its assets to secure as the obligations hereunder. (3Agent may reasonably request) Notwithstanding the other provisions of this Agreement, (i) Iron Mountain Canada Operations ULC shall be required to pledge 66% the Capital Stock owned by it in its Subsidiaries and other property of the type constituting Collateral under the Canadian Borrower Pledge Agreement and (iiC) a PPSA financing statement such other documents or instruments as any Lender or the Agent shall be filed in the appropriate filing office evidencing the security interest granted under the Canadian Borrower Pledge Agreement and the Canadian Borrower shall deliver certificated Capital Stock and promissory notes and take other actions, in each case to the extent required by the Canadian Borrower Pledge Agreementhave reasonably requested.

Certain Obligations Respecting Subsidiaries. (1a) Subject to any applicable limitation in any Basic DocumentThe Credit Parties shall, the Parent and the other Borrowers shall (and shall cause each of their Subsidiaries) Subsidiaries to, take such action from time to time as shall be necessary to ensure that the following actions at percentage of the Parent’s expense, upon (a) the formation or acquisition after the A&R Closing Date issued and outstanding shares of capital stock of any class or character owned by it in any Subsidiary that on the date hereof is not an Excluded Subsidiaryat any time decreased; provided that the foregoing shall not prohibit any merger, consolidation, liquidation, dissolution or any discontinuance or sale of such business permitted under Section 7.4. (b) In the designation of any Unrestricted Subsidiary as a Subsidiary event that is not an Excluded Subsidiary the Credit Parties form or (c) acquire any Subsidiary (including any Immaterial Subsidiaryafter the Closing Date, this Section 6.10(b) ceasing shall be applicable and the Credit Party forming or acquiring such Subsidiary will take or cause to be an Excluded Subsidiary, (x) if taken the event giving rise to the obligation under this Section 9.21 occurs during the first three fiscal quarters of following actions: as soon as possible but in any fiscal year, on or before the case not later of (I) 60 than 20 days following the relevant formation, acquisition, designation or cessation and (II) after the date on which financial statements are required to be delivered pursuant to Section 9.01(2) for the fiscal quarter in which such formation, acquisition, designation or cessation occurred or (y) if the event giving rise to the obligation under this Section 9.21 occurs during the fourth fiscal quarter of any fiscal year, on or before the date that Subsidiary is 90 days after the end of such fiscal quarter created (or, in the cases case of clauses the acquisition of any Subsidiary, concurrently with the consummation of such acquisition) (x) and (y), cause such longer period as the Administrative Agent may reasonably agree) (or, in the cases of clauses (x) and (y), such longer period as the Administrative Agent may reasonably agree) (i) cause the applicable Subsidiary to execute and deliver a joinder to the Subsidiary Pledge Agreement and the Subsidiary Guaranty; (ii) cause the Subsidiary (and any Obligor of which the applicable Subsidiary is a direct Subsidiary) to (A) execute and deliver any and all certificates representing its Capital Stock (to the extent certificated) that constitute Collateral Agent a joinder to this Agreement and are required to be delivered pursuant to any Security Documentthereby become a Guarantor hereunder, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and (B) deliver all instruments evidencing Indebtedness held by such Subsidiary that constitute Collateral execute and are required to be delivered pursuant to any Security Document, endorsed in blank; and (iii) upon request of the Administrative Agent deliver to the Administrative Agent a signed copy of a customary opinion, addressed counterpart to the Administrative Security Agreement and thereby become a party thereto as an additional “Grantor” thereunder and grant to the Agent a First Priority Lien on all “Collateral” of such Subsidiary thereunder and, in the case of the formation of any Subsidiary under the laws of any province of Canada (other than Quebec) pursuant to Section 7.4(a), execute and deliver to the Agent such security agreements and other Credit Parties, of counsel for the such applicable Subsidiary as to such matters security documents as the Administrative Agent may reasonably request; provided that require to provide the Agent with a First Priority Lien on all “Collateral” of such matters are not inconsistent Subsidiary under the law of the applicable Canadian province, (C) take such other action as shall be necessary to create and perfect valid and enforceable First Priority Liens (other than Permitted Liens) in favor of the Agent on all or substantially all of the assets of such Subsidiary consistent with the provisions of this Agreement and the applicable other Loan Documents and (D) deliver proof of corporate action, incumbency of officers and other documents and opinions (including without limitation, an opinion of local Canadian counsel in the case of the formation of a Subsidiary under the laws of any province of Canada pursuant to Section 7.4(a)) as is consistent with those addressed in opinions delivered on by the A&R Closing Date or customary market practice. (2) Notwithstanding anything Borrower pursuant to the contrary in this Section 9.21, but subject to clause (3) of this Section 9.21, (I) no Excluded Subsidiary shall be required to be or become a party to the Subsidiary Guaranty or otherwise Guarantee the obligations Article 5 as of the Borrowers hereunder, (II) the Parent and its Subsidiaries shall only be required to pledge 66% of the Voting Stock and 100% of the non-Voting Stock of any Excluded Subsidiary that is an Excluded Subsidiary solely due to clause (f) of the definition thereof, in each case, that is directly held and wholly owned by the Parent and/or other Obligors that are Domestic Subsidiaries of the Parent, (III) the Parent and its Subsidiaries shall not be required to pledge any Capital Stock of any Excluded Subsidiary other than Excluded Subsidiaries that are (x) Excluded Subsidiaries solely due to clause (f) of the definition thereof Effective Time and (y) directly held by execute and deliver to the Parent and/or Agent such pledge agreements or such addenda or amendments to the Security Agreement and take such other Obligors that are Domestic Subsidiaries actions (including delivering the certificates representing such shares of stock or other equity interests to the Agent) as shall be necessary to create and perfect valid and enforceable First Priority Liens in favor of the Parent, (IV) except as set forth in clause (3) of this Section 9.21, no Obligor shall be required to take any action (a) in (x) Puerto Rico or (y) outside of any State Agent on all of the United States with respect to any assets located outside issued and outstanding stock or other equity interests of any State such Subsidiary, all of the United States, (b) foregoing to be in any jurisdiction other than a State of the United States or (c) required by the laws of any jurisdiction other than the a State of the United States to create, perfect or maintain any security interest form and (V) no Foreign Subsidiary shall be required to become a party substance reasonably satisfactory to the Subsidiary Pledge Agreement or otherwise pledge its assets to secure the obligations hereunderAgent. (3) Notwithstanding the other provisions of this Agreement, (i) Iron Mountain Canada Operations ULC shall be required to pledge 66% the Capital Stock owned by it in its Subsidiaries and other property of the type constituting Collateral under the Canadian Borrower Pledge Agreement and (ii) a PPSA financing statement shall be filed in the appropriate filing office evidencing the security interest granted under the Canadian Borrower Pledge Agreement and the Canadian Borrower shall deliver certificated Capital Stock and promissory notes and take other actions, in each case to the extent required by the Canadian Borrower Pledge Agreement.

Certain Obligations Respecting Subsidiaries. (1a) Subject to any applicable limitation in any Basic Document, the Parent and the other Borrowers shall (and shall cause their Subsidiaries) take the following actions at the Parent’s expense, upon (a) the formation or acquisition after the A&R Closing Date of any Subsidiary that is not an Excluded Subsidiary, (b) the designation of any Unrestricted Subsidiary as a Subsidiary that is not an Excluded Subsidiary or (c) any Subsidiary (including any Immaterial Subsidiary) ceasing to be an Excluded Subsidiary, (x) if the event giving rise to the obligation under this Section 9.21 occurs during the first three fiscal quarters of any fiscal year, on or before the later of (I) 60 days following the relevant formation, acquisition, designation or cessation and (II) the date on which financial statements are required to be delivered pursuant to Section 9.01(2) for the fiscal quarter in which such formation, acquisition, designation or cessation occurred or (y) if the event giving rise to the obligation under this Section 9.21 occurs during the fourth fiscal quarter of any fiscal year, on or before the date that is 90 days after the end of such fiscal quarter (or, in the cases of clauses (x) and (y), such longer period as the Administrative Agent may reasonably agree) (or, in the cases of clauses (x) and (y), such longer period as the Administrative Agent may reasonably agree) (i) cause the applicable Subsidiary to execute and deliver a joinder to the Subsidiary Pledge Agreement and the Subsidiary Guaranty; (ii) cause the Subsidiary (and any Obligor of which the applicable Subsidiary is a direct Subsidiary) to (A) deliver any and all certificates representing its Capital Stock (to the extent certificated) that constitute Collateral and are required to be delivered pursuant to any Security Document, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and (B) deliver all instruments evidencing Indebtedness held by such Subsidiary that constitute Collateral and are required to be delivered pursuant to any Security Document, endorsed in blank; and (iii) upon request of the Administrative Agent deliver to the Administrative Agent a signed copy of a customary opinion, addressed to the Administrative Agent and the other Credit Parties, of counsel for the such applicable Subsidiary as to such matters as the Administrative Agent may reasonably request; provided that such matters are not inconsistent with those addressed in opinions delivered on the A&R Closing Date or customary market practice. (2b) Notwithstanding anything to the contrary in this Section 9.21, but subject to clause (3) of this Section 9.21, (I) no Excluded Subsidiary shall be required to be or become a party to the Subsidiary Guaranty or otherwise Guarantee the obligations of the Borrowers hereunder, (II) the Parent and its Subsidiaries shall only be required to pledge 66% of the Voting Stock and 100% of the non-Voting Stock of any Excluded Subsidiary that is an Excluded Subsidiary solely due to clause (f) of the definition thereof, in each case, that is directly held and wholly owned by the Parent and/or other Obligors that are Domestic Subsidiaries of the Parent, (III) the Parent and its Subsidiaries shall not be required to pledge any Capital Stock of any Excluded Subsidiary other than Excluded Subsidiaries that are (x) Excluded Subsidiaries solely due to clause (f) of the definition thereof and (y) directly held by the Parent and/or other Obligors that are Domestic Subsidiaries of the Parent, (IV) except as set forth in clause (3) of this Section 9.21, no Obligor shall be required to take any action (a) in (x) Puerto Rico or (y) outside of any State of the United States with respect to any assets located outside of any State of the United States, (b) in any jurisdiction other than a State of the United States or (c) required by the laws of any jurisdiction other than the a State of the United States to create, perfect or maintain any security interest and (V) no Foreign Subsidiary shall be required to become a party to the Subsidiary Pledge Agreement or otherwise pledge its assets to secure the obligations hereunder. (3c) Notwithstanding the other provisions of this Agreement, (i) Iron Mountain Canada Operations ULC shall be required to pledge 66% the Capital Stock owned by it in its Subsidiaries and other property of the type constituting Collateral under the Canadian Borrower Pledge Agreement and (ii) a PPSA financing statement shall be filed in the appropriate filing office evidencing the security interest granted under the Canadian Borrower Pledge Agreement and the Canadian Borrower shall deliver certificated Capital Stock and promissory notes and take other actions, in each case to the extent required by the Canadian Borrower Pledge Agreement.