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 Company will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that the formation Company and each of its Subsidiaries at all times owns (i) all of the issued and outstanding shares of each class of Capital Stock of each of such Person's Subsidiaries (other than, in each case, Capital Stock of Excluded Subsidiaries) and (ii) more than 50% of the issued and outstanding shares of Capital Stock of each Person acquired pursuant to clauses (b) and (c) of Section 9.14(viii) hereof. Without limiting the generality of the foregoing, the Company shall not, and shall not permit any of its Subsidiaries to, sell, transfer or acquisition after the A&R Closing Date otherwise dispose of any shares of stock in any Subsidiary that is not (other than an Excluded Subsidiary) owned by them, nor permit any Subsidiary of the Company (bother than an Excluded Subsidiary) the designation to issue any shares of Capital Stock of any Unrestricted Subsidiary as a Subsidiary that is not an Excluded class whatsoever to any Person (other than to the Company or to another Wholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any such additional shares of Capital Stock shall be issued by any Subsidiary of the Company, or any Subsidiary shall be acquired, the Company agrees (so long as the certificates evidencing such shares of stock are not subject to a lien permitted under Section 9.13(v) hereof, and in any event subject to clause (c) any Subsidiary (including any Immaterial Subsidiarybelow) ceasing forthwith to be an Excluded Subsidiary, (x) if the event giving rise 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 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 pursuant to the Subsidiary Pledge Agreement and Security Documents the Subsidiary Guaranty; (ii) cause the Subsidiary (and any Obligor certificates evidencing such shares 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 Documentstock, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any as well as, in accordance with the Security Documents, promissory notes and intercompany notes specified as Collateral as defined in the Security Documents and shall take such 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 action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Documents. (b) The Majority Lenders shall have the right from time to time to require the Company, pursuant to a written request from the Administrative Agent, to cause such Subsidiaries of the Company as may be specified in such request (except for any SPE) to become parties to the Subsidiary Guaranty or to execute and deliver such other guaranties, in form and substance satisfactory to the Majority Lenders, guaranteeing payment of the Company's obligations hereunder. Any such request shall be made by the Majority Lenders in the good faith and reasonable exercise of their discretion. Within 30 days after any such request, the Company shall, and shall cause the appropriate Subsidiaries of the Company to, (i) execute and deliver to the Administrative Agent a signed copy such number 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 copies as the Administrative Agent may specify of documents creating such guaranties and (ii) do all other things which may be necessary or which the Administrative Agent may reasonably request; provided that request in order to confer upon and confirm to the Lenders the benefits of such matters are not inconsistent with those addressed in opinions delivered on the A&R Closing Date or customary market practicesecurity. (2c) 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 Company 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 Company and its Subsidiaries shall not be required to pledge any Capital more than 66% of the aggregate Voting Stock of any such Excluded Subsidiary directly held by the Company or its Domestic Subsidiaries to the Administrative Agent under the Security Documents; and (III) the Company and its Subsidiaries shall not be required to pledge the stock of any other Excluded Subsidiary. (d) The Company will not permit any of its Subsidiaries (other than Excluded Subsidiaries that are (x) Excluded Subsidiaries solely due or any SPE acting pursuant to clause (f) the terms of the definition thereof and (y) directly held an Accounts Receivable Financing or Permitted Mortgage Financing permitted by the Parent and/or other Obligors that are Domestic Subsidiaries of the Parent, (IV) except as set forth in clause (3) terms of this Section 9.21Agreement) to enter into, no Obligor shall be required to take after the date hereof, any action indenture, agreement, instrument or other arrangement (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 Senior Subordinated Debt Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the United States to createincurrence or payment of Indebtedness, perfect the granting of Liens, the declaration or maintain any security interest and (V) no Foreign Subsidiary shall be required to become a party to payment of dividends, the Subsidiary Pledge Agreement making of loans, advances or otherwise pledge its assets to secure Investments or the obligations hereundersale, assignment, transfer or other disposition of Property. (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 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 Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that all of the formation or acquisition after Borrower's Subsidiaries are and remain owned as described in Section 5.12 hereof. Notwithstanding the A&R Closing Date foregoing, the Borrower may wind up the corporate affairs of and dissolve any Subsidiary that is not an Excluded Inactive Subsidiary, provided that the Borrower gives the Agent not less than five days prior written notice thereof. (b) The Borrower will not permit any of its Subsidiaries to enter into, after the designation date of this Agreement, any indenture, agreement, instrument or other arrangement (each, a "Restrictive Agreement") that (or ---------------------- modify the terms of any Unrestricted Restrictive Agreement which is in effect on the date of this Agreement if such modification) would directly or indirectly, prohibit or restrain, or have the effect of prohibiting or restraining, or would impose materially adverse conditions upon, the incurrence or payment of Indebtedness (including the Subsidiary as Guaranty), the granting of Liens, the declaration or payment of dividends, the making of loans, advances or Investments (or the repayment of or return on the same) or the sale, assignment, transfer or other disposition of assets. Notwithstanding the foregoing, a Subsidiary may enter into, after the date of this Agreement, one or more Restrictive Agreements provided that (i) each Restrictive Agreement is not an Excluded entered into in connection with, and substantially at the same time as, the Borrower's proposed private placement of approximately $100 million of debt (as such proposed debt has been described by the Borrower to the Agent in writing on before the date hereof), and (ii) no provision in any Restrictive Agreement prohibits or otherwise restricts the incurrence or payment of any Indebtedness or other amounts due or in favor of the Agent or any of the Banks under any of the Credit Documents, including, without limitation, the Subsidiary or Guaranty. (c) No later than five (5) Business Days after any Person becomes a Subsidiary (including any Immaterial Subsidiary) ceasing to be an Excluded Subsidiary, (x) if 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) Borrower 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 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 9.21Agreement, (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 thereofBorrower shall, in each casesuch instance, 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 forthwith cause such 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 Guaranty, provided that if any such -------- Subsidiary is a Foreign Subsidiary such Foreign Subsidiary need not become a party to secure the obligations hereunder. (3) Notwithstanding the other provisions of this AgreementSubsidiary Guaranty. The Borrower shall, (i) Iron Mountain Canada Operations ULC and shall be required to pledge 66% the Capital Stock owned by it in its Subsidiaries cause such Subsidiary to, furnish such certificates and other property documentation as the Agent may require, including, without limitation, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the type constituting Collateral under the Canadian Borrower Pledge Agreement and (ii) documentation necessary to cause such Subsidiary to become 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 party to the extent required by the Canadian Borrower Pledge AgreementSubsidiary Guaranty.

Certain Obligations Respecting Subsidiaries. (1) Subject to any applicable limitation in any Basic DocumentExcept as permitted by Section 9.05 hereof, the Parent and the other Borrowers shall (Borrower shall, and shall cause their Subsidiarieseach of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower and each of its Restricted Subsidiaries at all times own (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06) take at least the following actions at same percentage of the Parent’s expenseissued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement or, upon (a) in the formation case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquisition acquired after the A&R Closing Date date of this Agreement (other than any Subsidiary that is not an Excluded SubsidiaryWholly Owned Subsidiaries of such Persons), (b) the designation stock 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 subject to the Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”). Without limiting the generality of the foregoing and except as permitted by Section 9.01(2) for 9.05, none of the fiscal quarter Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in which such formationany Pledged Subsidiary owned by it, acquisition, designation nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Borrower or cessation occurred or (y) if another Obligor). In the event giving rise that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith 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 deliver to 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 pursuant to the Subsidiary Pledge Agreement and Security Documents the Subsidiary Guaranty; (ii) cause the Subsidiary (and any Obligor certificates evidencing such shares 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 Documentstock, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any and shall take such 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 action as the Administrative Agent may reasonably request; provided that such matters are not inconsistent with those addressed in opinions delivered on shall request to perfect the A&R Closing Date or customary market practice. (2) Notwithstanding anything security interest created therein 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 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 Security Documents. Except as expressly permitted 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, the Borrower shall not and shall not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (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 than this Agreement and the Canadian other Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes conditions upon the incurrence or payment of Indebtedness of the Borrower shall deliver certificated Capital Stock and promissory notes and take other actionsits Restricted Subsidiaries, in each case or the declaration or payment of dividends to the extent required by the Canadian Borrower Pledge Agreementor any of its Restricted Subsidiaries.

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.

Certain Obligations Respecting Subsidiaries. (1a) Subject The Parent will, and will cause each of its Subsidiaries to, take such action from time to any applicable limitation time as shall be necessary to ensure that the Parent and each of its Subsidiaries at all times owns all of the issued and outstanding shares of each class of Capital Stock of each of such Person’s Subsidiaries (other than, in any Basic Documenteach case, Capital Stock of Excluded Subsidiaries and the Capital Stock of Infinity not owned, directly or indirectly, by the Parent on the date of the consummation of the Infinity Acquisition). Without limiting the generality of the foregoing, but subject to the obligations of the Parent and its Subsidiaries under the Infinity Acquisition Documents, the Parent and the other Borrowers shall (not, and shall cause their Subsidiaries) take the following actions at the Parent’s expensenot permit any of its Subsidiaries to, upon (a) the formation sell, transfer or acquisition after the A&R Closing Date otherwise dispose of any shares of stock in any Subsidiary that is not (other than, subject to Section 9.12, an Excluded Subsidiary) owned by them, nor permit any Subsidiary of the Parent (bother than an Excluded Subsidiary) the designation to issue any shares of Capital Stock of any Unrestricted Subsidiary as a Subsidiary that is not an Excluded class whatsoever to any Person (other than to the Parent or to another Wholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any such additional shares of Capital Stock shall be issued by any Subsidiary of the Parent, or any Subsidiary shall be acquired (but only, in the case of the Infinity Acquisition, limited to such shares of Capital Stock that are issued to the Parent or any of its Subsidiaries), the Parent agrees (so long as the certificates evidencing such shares of stock are not subject to a lien permitted under Section 9.13(v) hereof, and in any event subject to clause (c) any Subsidiary (including any Immaterial Subsidiarybelow) ceasing forthwith to be an Excluded Subsidiary, (x) if the event giving rise 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 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 pursuant to the Subsidiary Pledge Agreement and Security Documents the Subsidiary Guaranty; (ii) cause the Subsidiary (and any Obligor certificates evidencing such shares 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 Documentstock, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) as well as, in accordance with the Security Documents, promissory notes and (B) deliver all instruments evidencing Indebtedness held by such Subsidiary that constitute intercompany notes specified as Collateral and are required shall take such other action as the Administrative Agent shall request to be delivered perfect the security interest created therein (and in other property included as Collateral under the Security Documents) pursuant to the Security Documents. (b) The Majority Lenders shall have the right from time to time to require the Parent, pursuant to a written request from the Administrative Agent, to cause such Subsidiaries of the Parent as may be specified in such request (except for (i) any Security DocumentSPE, endorsed in blank; and (ii) Upper Providence Venture I, L.P. (subject to compliance with the provisions of Section 9.14(v)), or (iii) upon (but only on each applicable Foreign Subsidiary Holdco Release Date) the applicable Foreign Subsidiary Holdco) to become parties to the Subsidiary Guaranty or to execute and deliver such other guaranties in form and substance satisfactory to the Majority Lenders, guaranteeing payment of Parent’s and the Company’s obligations hereunder. Any such request shall be made by the Majority Lenders in the good faith and reasonable exercise of their discretion. Within 30 days after any such request, the Parent shall, and shall cause the appropriate Subsidiaries of the Administrative Agent Parent to, (i) execute and deliver to the Administrative Agent a signed copy such number 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 copies as the Administrative Agent may specify of documents creating such guaranties and (ii) do all other things which may be necessary or which the Administrative Agent may reasonably request; provided that request in order to confer upon and confirm to the Lenders the benefits of such matters are not inconsistent with those addressed in opinions delivered on the A&R Closing Date or customary market practicesecurity. (2c) Notwithstanding anything to the contrary in this Section 9.21, but subject to clause (3) of this except as otherwise provided in Section 9.21, 9.21(e): (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 not be required to pledge more than 66% of the Voting Stock and 100% total combined voting power 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 or Domestic Subsidiaries of the Parent, Subsidiaries; (III) the Parent and its Subsidiaries shall not be required to pledge any Capital Stock the stock of any other Excluded Subsidiary; (IV) the Parent and its Subsidiaries shall not be required to pledge the stock of Iron Mountain India Private Limited or Iron Mountain Services Private Limited (in each case provided such entity is not material to the business, assets, property or condition (financial or otherwise) of the Parent and its Subsidiaries taken as a whole); and (V) on each Foreign Subsidiary other than Excluded Subsidiaries that are Holdco Release Date for each Foreign Subsidiary Holdco (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 such Foreign Subsidiary Holdco shall not be required to take any action (a) in (x) Puerto Rico be 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 Guarantee or otherwise pledge its assets to secure Guarantee the obligations hereunderof the Borrowers hereunder and shall be released therefrom and (y) the Parent and its Subsidiaries shall not be required to pledge more than 66% of the total combined voting power of the Voting Stock of any such Foreign Subsidiary Holdco and any pledge of any Voting Shares of such Foreign Subsidiary Holdco in excess of such number shall be released. (3d) The Parent will not permit any of its Subsidiaries (other than Excluded Subsidiaries or any SPE acting pursuant to the terms of an Accounts Receivable Financing or Permitted Mortgage Financing permitted by the terms of this Agreement) to enter into, after the Closing Date, any indenture, agreement, instrument or other arrangement (other than any agreements governing Senior Unsecured Debt permitted under Section 9.08(iv) and the Senior Subordinated Debt Documents) 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 declaration or payment of dividends, the making of loans, advances or Investments or the granting of Liens, the sale, assignment, transfer or other disposition of Property (except for customary provisions restricting the granting of Liens on Property or the sale, assignment or other disposition of Property, to the extent (w) such provisions are contained in an agreement evidencing the payment of Indebtedness that is permitted under Section 9.08(v), (x) such Indebtedness is secured by a Lien permitted to exist under Section 9.13 and (y) such agreement prohibits the creation of any other Lien on only the Property securing such Indebtedness as of the day such agreement was entered into). (e) Notwithstanding the other provisions of this Agreement, (i) Iron Mountain Canada Operations ULC the Canadian Borrowers shall be required to pledge 66% the Capital Stock owned by it in its them of their respective 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 actionsAgreement, in each case to the extent required by the Canadian Borrower Pledge Agreement.

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 Company will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that the formation Company and each of its Subsidiaries at all times owns (i) all of the issued and outstanding shares of each class of Capital Stock of each of such Person’s Subsidiaries (other than, in each case, Capital Stock of Excluded Subsidiaries) and (ii) more than 50% of the issued and outstanding shares of Capital Stock of each Person acquired pursuant to clause (b) of Section 9.14(viii) hereof. Without limiting the generality of the foregoing, the Company shall not, and shall not permit any of its Subsidiaries to, sell, transfer or acquisition after the A&R Closing Date otherwise dispose of any shares of stock in any Subsidiary that is not (other than an Excluded Subsidiary) owned by them, nor permit any Subsidiary of the Company (bother than an Excluded Subsidiary) the designation to issue any shares of Capital Stock of any Unrestricted Subsidiary as a Subsidiary that is not an Excluded class whatsoever to any Person (other than to the Company or to another Wholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any such additional shares of Capital Stock shall be issued by any Subsidiary of the Company, or any Subsidiary shall be acquired, the Company agrees (so long as the certificates evidencing such shares of stock are not subject to a lien permitted under Section 9.13(v) hereof, and in any event subject to clause (c) any Subsidiary (including any Immaterial Subsidiarybelow) ceasing forthwith to be an Excluded Subsidiary, (x) if the event giving rise 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 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 pursuant to the Subsidiary Pledge Agreement and Security Documents the Subsidiary Guaranty; (ii) cause the Subsidiary (and any Obligor certificates evidencing such shares 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 Documentstock, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any as well as, in accordance with the Security Documents, promissory notes and intercompany notes specified as Collateral as defined in the Security Documents and shall take such 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 action 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 shall request 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 created therein pursuant to the extent required by the Canadian Borrower Pledge AgreementSecurity Documents.