The PRSUs and the shares of Common Stock offered under the Plan have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or sold publicly in Mexico. In addition, the Plan, the Award Agreement and any other document relating to the PRSUs may not be publicly distributed in Mexico. These materials are addressed to the Participant only because of their existing relationship with the Corporation and these materials should not be reproduced or copied in any form. The offer contained in these materials does not constitute a public offering of securities but rather constitutes a private placement of securities addressed specifically to individuals who are present employees of the Mexican subsidiary of the Corporation made in accordance with the provisions of the Mexican Securities Market Law, and any rights under such offering shall not be assigned or transferred.

“Permitted Intercompany Advances” means Investments made by # a Loan Party to another Loan Party (other than Mexican Guarantor or French Guarantor), # a Subsidiary of Parent that is not a Loan Party to another Subsidiary of Parent that is not a Loan Party, # a Subsidiary of Parent that is not a

provided that in no event shall the aggregate amounts attributable in [subsections (i), (ii) and (iii)])])] above to # Eligible Canadian Receivables and Eligible Canadian Inventory (after applying the applicable Advance Rates) exceed $20,000,000, # Eligible Mexican Receivables and Eligible Mexican Inventory (after applying the applicable Advance Rates) exceed $15,000,000 or # Eligible Mexican Inventory exceed 50% of the aggregate amounts attributable to the sum of Eligible Mexican Receivables and Eligible Mexican Inventory (after applying the applicable Advance Rates).

"Eligible Mexican Inventory" shall mean Eligible Inventory of any Mexican Loan Party that is located in Mexico.

Assignment of PSA to Wholly Owned Subsidiary. ​ hereby assigns all of its rights and obligations under the PSA to its wholly owned subsidiary, MRT of Kentfield CA – LTACH, LLC, a Delaware limited liability company. From and after the date hereof, the term “Purchaser” in the PSA shall refer to and mean MRT of Kentfield CA – LTACH, LLC, and MRT of Kentfield CA – LTACH, LLC shall be the Landlord under the Facility Lease following closing of the PSA. MRT of Kentfield CA – LTACH, LLC hereby assumes the rights and obligations of Purchaser under the PSA. Sellers acknowledge such assignment and shall treat MRT of Kentfield CA – LTACH, LLC as the Purchaser under such agreement.

Subsidiary substantially all the assets of which are Equity Interests and, if any, indebtedness in one or more Foreign Subsidiaries;

"Mexican Security Documents" shall mean with respect to the Mexican Loan Parties # the applicable stock pledge agreements (contratos de prenda sobra acciones) pledging the stock of the Mexican Loan Parties in favor of the [[Organization B:Organization]] dated as of the date hereof, # the pledgor-in-possession pledge agreement (contrato de prenda sin transmission de posesión) between the Mexican Loan Parties in favor of the [[Organization B:Organization]] dated as of the date hereof, and # any other security or guarantee agreements executed by the Mexican Loan Parties, as Guarantors hereunder, each as modified, amended, restated, or supplemented from time to time.

"Excluded Foreign Subsidiary Stock" shall mean the Equity Interests in excess of sixty-five percent (65%) of the Equity Interests of any first-tier Foreign Subsidiary or U.S. Foreign Holdco and any Equity Interest of any Foreign Subsidiary other than a first-tier Foreign Subsidiary; provided that, in no event shall any Equity Interests of the Canadian Loan Parties and the Mexican Loan Parties be deemed to constitute Excluded Foreign Subsidiary Stock.

"Mexican Priority Payables Reserve" shall mean a reserve established in [[Organization B:Organization]]'s reasonable discretion for compensation and benefits payable to employees of any Mexican Loan Party as specified and required under [Section N.19] of NIFS, which for purposes of this Agreement, shall be in an amount equal to the greater of # one month of the total payroll for all Mexican employees and # the accrued and unpaid employee claims under Mexican law that would reasonably be expected to have priority over [[Organization B:Organization]]'s Liens.

Definition of Subsidiary. For purposes of this Agreement, a “Subsidiary” shall mean any domestic or foreign corporation at least twenty percent (20%) of whose shares normally entitled to vote in electing directors is owned directly or indirectly by the Corporation or by other Subsidiaries, provided, however, that “at least fifty percent (50%)” shall replace “at least twenty percent (20%)” where there is not a legitimate business criteria for using such lower percentage.