Common use of Security Agreements Clause in Contracts

Security Agreements. The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Security Agreements, each dated as of the date hereof, duly executed and delivered by each applicable Obligor thereunder, together with (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests of the Administrative Agent pursuant to such Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (d) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search report, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on any collateral described in any Loan Document).

Security Agreements. The Administrative Agent On the Closing Date, (a) each U.S. Credit Party shall have receivedduly authorized, with counterparts for each Lender, executed counterparts of the Security Agreements, each dated as of the date hereof, duly executed and delivered by the U.S. Security Agreement, (b) each applicable Obligor thereunderCanadian Credit Party shall have duly authorized, together with executed and delivered the Canadian Security Agreement described in clause (ai) certificates of the definition thereof and (c) each Dutch Credit Party shall have duly authorized, executed and delivered the Dutch Security Agreements (other than the deeds of pledge over shares listed in clauses (i), (ii) and (iii) under the case definition of Capital Securities that are certificated securities the term “Dutch Security Agreements” (as defined collectively, the “Dutch Pledges Over Shares”), which shall be authorized, executed and delivered in the UCCaccordance with Section 8.11(c)) evidencing ), covering all of such Credit Party’s present and future Collateral required by the issued Collateral and outstanding Capital Securities owned by each Obligor Guarantee Requirement, and the applicable Credit Parties shall have delivered: (i) in respect of each Credit Party, proper financing statements (Form UCC-1 or the case equivalent) authorized for filing under the UCC, PPSA and RDPRM, and documentation required to register the Dutch Security Agreement described in clause (iv) of the Borrower definition thereof with the tax authorities in the Netherlands, filings with the United States Patent and Trademark Office, the GuarantorsUnited States Copyright Office, the Canadian Intellectual Property Office, any documents required for registration of the security interests in intellectual property granted by the relevant Dutch Security Agreement with any appropriate intellectual property registers in the Netherlands and consent letters with respect to each relevant bank in respect of any security interests in bank account receivables granted by any Dutch Security Agreement, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligorcase, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be reasonably necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests of to the Administrative Agent pursuant to such Security Agreementextent required by the Collateral and Guarantee Requirement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligorsan executed Perfection Certificate; and (diii) certified copies of UCC Requests for Information (a) certificates, if any (which certificates shall be accompanied by irrevocable undated stock powers or Copies (Form UCC-11stock transfer forms, duly endorsed in blank), representing all Equity Interests (other than (x) the certificate representing Equity Interests of SunOpta Global Organic Ingredients, Inc. (and the accompanying irrevocable undated stock power or stock transfer form), which shall be delivered in accordance with Section 8.11(e), and (y) Excluded Assets), and (b) any promissory notes or other instruments (duly endorsed, where appropriate) evidencing any Indebtedness for borrowed money (other than intercompany Indebtedness) in a similar search reportprincipal amount in excess of $2,500,000 (individually) owing to any Credit Party, dated a date reasonably near in the case of each of clauses (a) and (b), to the Closing Date, listing all effective financing statements which name any Obligor (under its present name extent required to be delivered in accordance with the Collateral and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on any collateral described in any Loan Document)Guarantee Requirement.

Security Agreements. The Administrative Agent and the Lenders shall have received, with counterparts for each Lender, received executed counterparts of the Security AgreementsAgreement, each dated as of the date hereof, duly executed and delivered by the Borrower and each applicable Obligor thereunderMaterial Subsidiary (if any), together with: (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in the case of the Borrower and the Guarantors, or any Guarantor in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdingsany Subsidiaries, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined to the extent such certificates and undated instruments is not in the UCC), confirmation and evidence reasonably satisfactory to possession of the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable on or prior to the perfection of the pledge of such Capital Securities.date hereof; (b) Filing Statements financing statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, the Borrower and each other Material Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the Administrative AgentAgent or any Lender, desirable to perfect the security interests of the Administrative Agent and the other Secured Parties pursuant to such the Security Agreement, to the extent such financing statements are not filed and effective on or prior to the date hereof; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person Person, except for Liens permitted pursuant to Section 8.3, (i) in any collateral described in assets of the Borrower or any security agreement previously granted by any Person, and Subsidiary or (ii) securing any of the Indebtedness identified in Item 7.2.2(bSchedule 8.2(b)(i) of to the Disclosure ScheduleLetter, together with such other UCC Form UCC-3 termination statements as the Administrative Agent or any Lender may reasonably request from such Obligorsthe Borrower or any Subsidiary; (d) [reserved]; and (de) certified copies evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts of UCC Requests for Information or Copies the Borrower and each Material Subsidiary are Controlled Accounts (Form UCC-11), or a similar search report, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on any collateral described in any Loan Documentother than Excluded Accounts).

Security Agreements. The Administrative Agent Lender shall have receivedreceived the Borrower Security Agreement, with counterparts for each Lenderduly executed by the Borrower, and the Subsidiary Security Agreement, executed counterparts of the Security Agreementsby each Guarantor, each dated as of the date hereof, duly executed and delivered by each applicable Obligor thereunderClosing Date, together with: (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in the case copies of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary Uniform Commercial Code financing statements (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCCForm UCC-1), confirmation and evidence reasonably satisfactory to naming the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers Obligor as a debtor and the Administrative Agent Lender as the secured party, or other similar instruments or documents documents, to be filed under the UCC Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of the Administrative AgentLender, desirable to perfect the security interests of the Administrative Agent Lender pursuant to such the applicable Security Agreement; (cii) UCC copies of proper Uniform Commercial Code Form UCC-3 UCC-2 termination statements, if any, statements necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement such Security Agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with evidence that the Borrower or applicable Obligor has the authority to file such termination statements, and such other UCC Uniform Commercial Code Form UCC-3 UCC-2 termination statements as the Administrative Agent Lender may reasonably request from such Obligors; and (diii) certified copies of UCC Requests for Information or Copies (Form UCC-11)Uniform Commercial Code search results, or a similar search reportreport certified by a party acceptable to the Lender, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtordebtor and which are filed in the jurisdictions in which filings were made pursuant to clause (a) above, together with copies of such financing statements statements. (none iv) the Lender and its counsel shall be satisfied that the Lien granted to the Lender in the collateral described above is a first priority (or local equivalent) security interest (subject to the filing of which shall, except with respect to the documents described in clause f(i) above); and no other effective Lien (other than Liens permitted by under Section 7.2.3, evidence a Lien 8.3) exists on any of the collateral described above other than the Lien created in any favor of the Lender pursuant to a Loan Document).

Security Agreements. The Administrative Agent (a) On the Initial Borrowing Date, each U.S. Credit Party shall have receivedduly authorized, with counterparts for each Lender, executed counterparts of the Security Agreements, each dated as of the date hereof, duly executed and delivered the U.S. Security Agreement in the form of Exhibit H-1 (as amended, modified, restated and/or supplemented from time to time, the “U.S. Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be reasonably necessary or desirable to perfect the security interests purported to be created by the U.S. Security Agreement; and (ii) certified copies of (x) requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings, BWAY Holding or any of their respective Restricted Subsidiaries as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens and (y) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings, BWAY Holding or any of their respective Subsidiaries in each applicable Obligor thereunderjurisdiction as the Agents may reasonably require. (b) In addition to the requirements of the preceding clause (a), the U.S. Borrower will have used commercially reasonable efforts to deliver: (i) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be reasonably necessary or desirable, to perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by the U.S. Security Agreement; and (ii) evidence that all other actions reasonably necessary or desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken. (c) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein, together with: (ai) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under the PPSA in Ontario and each other jurisdiction as may be reasonably necessary or advisable to perfect the security interests purported to be created by the Canadian Security Agreement; and (ii) PPSA inquiry response certificates (certified by the Ontario Registrar of Personal Property or any other equivalent certificate or search report in any other province or territory, listing all effective financing statements that name any Canadian Credit Party, or a division or other operating unit of any such Person, as debtor and that are filed in the case jurisdictions referred to in said clause (i), together with evidence of Capital the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent. (d) In addition to the requirements of the preceding clause (c), the Canadian Borrower will have used commercially reasonable efforts to deliver: (i) all Securities that are certificated securities (as defined in the UCC)Canadian Security Agreement) evidencing all of and, to the issued and outstanding Capital Securities extent obtainable on or prior to the Initial Borrowing Date after using commercially reasonable efforts, Instruments (in each case, as defined in the Canadian Security Agreement) then owned by each Obligor such Canadian Credit Party and evidenced by certificates or notes (ix) endorsed in blank in the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of promissory notes constituting such Foreign Subsidiary) directly owned by each ObligorInstruments, and (iiy) together with executed and undated endorsements for transfer in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities Equity Interests constituting certificated Securities; and (as defined in the UCC), confirmation and evidence reasonably satisfactory ii) to the Administrative Agent that extent obtainable on or prior to the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit Initial Borrowing Date after using commercially reasonable efforts, evidence of the Secured Parties in accordance with Articles 8 completion of all other recordings and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured partyfilings of, or other similar instruments or documents to be filed under with respect to, the UCC of all jurisdictions Canadian Security Agreement as may be necessary or, in the reasonable opinion of the Administrative Collateral Agent, desirable advisable to perfect the security interests of intended to be created by the Administrative Agent pursuant to such Canadian Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (d) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search report, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on any collateral described in any Loan Document).

Security Agreements. The Administrative Agent On the Effective Date, each Credit Party shall have receivedduly authorized, with counterparts for each Lender, executed counterparts of the Security Agreements, each dated as of the date hereof, duly executed and delivered by (a) the Security Agreement in the form of Exhibit F (the “Security Agreement”) covering all of such Credit Party’s Security Agreement Collateral, (b) the Copyright Security Agreements to which such Credit Party is a party, (c) the Patent Security Agreements to which such Credit Party is a party and (d) the Trademark Security Agreements to which such Credit Party is a party, and each applicable Obligor thereundersuch Security Document shall be in full force and effect, together with: (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, proper financing statements for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed filing under the UCC or other appropriate filing offices of all jurisdictions each jurisdiction as may be necessary or, in the reasonable opinion of the Administrative Security Agent, desirable desirable, to perfect the security interests of purported to be created by the Administrative Agent pursuant to such foregoing Security AgreementDocuments; (cii) UCC Form UCC-3 termination statements(x) any certificates representing Pledged Interests (as defined in the Security Agreement), if anytogether with executed and undated endorsements of transfer and (y) any promissory notes (to the extent required to be delivered pursuant to the Security Agreement) endorsed in blank, necessary to release all Liens and other rights provided that not more than 65% of the total outstanding voting stock in or of any Person Excluded Subsidiary of the type referred to in clauses (iiii) in any collateral described in any security agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(biv) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligorsdefinition thereof shall be pledged; and (diii) certified copies of UCC Requests requests for Information information or Copies (Form UCC-11)copies, or equivalent reports as of a similar search report, dated a date reasonably near to the Closing Daterecent date, listing all effective financing statements which that name Parent or any Obligor of its Restricted Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (under its present name and any previous namesi) as the debtorabove, together with copies of such other financing statements that name Parent or any of its Restricted Subsidiaries as debtor; provided that, (none i) where the Borrower has used commercially reasonable efforts, to the extent any security interest under a Security Document (other than any Collateral the security interest in which may be perfected by the filing of which shalla UCC financing statement, except intellectual property filings with respect the United States Patent and Trademark Office or the United States Copyright Office or the delivery or possession of stock certificates) is not perfected on the Effective Date, such perfection shall not be a condition to Liens permitted by Borrowing on the Effective Date and (ii) any such unperfected security shall be perfected promptly after the Effective Date, and in no event later than 90 days after the Effective Date or such later date as the Administrative Agent may agree pursuant to Section 7.2.3, evidence a Lien on any collateral described in any Loan Document)12.21.

Security Agreements. The Administrative Agent (a) On the Effective Date, each U.S. Credit Party shall have receivedduly authorized, with counterparts for each Lender, executed counterparts of the Security Agreements, each dated as of the date hereof, duly executed and delivered by each applicable Obligor thereunderthe U.S. Security Agreement substantially in the form of Exhibit G-1 (as amended, modified, restated and/or supplemented from time to time, the “U.S. Security Agreement”), together with: (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in proper financing statements (Form UCC-1 or the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiaryequivalent) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly fully executed in blank, or, or authorized for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed filing under the UCC or other appropriate filing offices of all jurisdictions each jurisdiction as may be necessary or, in the reasonable opinion of the Administrative Collateral Agent, desirable desirable, to perfect the security interests of purported to be created by the Administrative Agent pursuant to such U.S. Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (d) certified copies of UCC Requests requests for Information information or Copies copies (Form UCC-11), or equivalent reports as of a similar search report, dated a date reasonably near to the Closing Daterecent date, listing all effective financing statements which that name any Obligor U.S. Credit Party or any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (under its present name i) above and any previous names) as in such other jurisdictions in which Collateral is located on the debtorEffective Date, together with copies of such other financing statements that name any U.S. Credit Party or any of its Subsidiaries as debtor (none of which shallshall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) all Securities and Instruments (in each case, except as defined in the respective U.S. Security Agreement) then owned by such U.S. Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of certificated Securities, in each case, delivered to the applicable collateral agent pursuant to the Intercreditor Agreement; (iv) a Perfection Certificate (appropriately completed), along with completed Schedules thereto, duly executed by an Authorized Officer of Holdings, each Borrower and each Subsidiary Guarantor; (v) evidence of the completion of all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to Liens permitted perfect and protect the security interests intended to be created by Section 7.2.3the U.S. Security Agreement; and (vi) evidence that all other actions necessary or, evidence in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the U.S. Security Agreement have been taken, and the U.S. Security Agreement shall be in full force and effect. (b) On the Effective Date, each Canadian Credit Party shall have duly authorized, executed and delivered one or more security agreements and deeds of hypothec (as required by the Administrative Agent) substantially in the form of Exhibit G-2 (as amended, modified, restated and/or supplemented from time to time, each, a Lien on “Canadian Security Agreement”), together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements, recordations or similar notices as shall be required by local law), registered under the PPSA in Ontario and each other jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable to perfect the security interests purported to be created by each Canadian Security Agreement; (ii) PPSA inquiry response certificates certified by the Registrar of Personal Property Security (Ontario) or any collateral described other equivalent certificate or search report in any Loan Document)other province or territory, listing all effective financing statements that name any Canadian Credit Party or any of its Subsidiaries, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with evidence of the release or discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent; (iii) all Securities and Instruments (in each case, as defined in the respective Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of certificated Securities; (iv) evidence of the completion of all other recordings and filings of, or with respect to, each Canadian Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable to perfect the security interests intended to be created by each Canadian Security Agreement; and (v) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by each Canadian Security Agreement have been taken, and each Canadian Security Agreement shall be in full force and effect.

Security Agreements. The Administrative Agent Lender shall have received, with counterparts for each Lender, received executed counterparts of the Security AgreementsAgreement and each Dutch Security Document, each dated as of the date hereof, duly executed and delivered by the Borrower and each applicable Obligor thereunderMaterial Subsidiary, together with (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) the Borrower or any Guarantor in the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and (limited to 65% of the issued and outstanding Voting voting Capital Securities and 100% of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such any Excluded Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings), which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any in the case of Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent Lender that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties Lender in accordance with Articles 8 and 9 of the UCC and all laws Laws otherwise applicable to the perfection of the pledge of such Capital Securities.; (b) Filing Statements financing statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, the Borrower and each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent Lender as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the Administrative AgentLender, desirable to perfect the security interests of the Administrative Agent Lender pursuant to such the Security Agreement;; and (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in assets of the Borrower or any security agreement previously granted by any PersonSubsidiary, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure ScheduleSchedule 8.2(b), together with such other UCC Form UCC-3 termination statements as the Administrative Agent Lender may reasonably request from such Obligors; and (d) certified copies of UCC Requests for Information the Borrower or Copies (Form UCC-11), or a similar search report, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on any collateral described in any Loan Document)Subsidiary.

Security Agreements. The Administrative Agent On the Effective Date, each Credit Party shall have receivedduly authorized, with counterparts for each Lender, executed counterparts of the Security Agreements, each dated as of the date hereof, duly executed and delivered by each applicable Obligor thereunder(a) the Security Agreement in the form of Exhibit F (as amended, restated, amended and restated, modified and/or supplemented from time to time, the “Security Agreement”) covering all of such Credit Party’s Security Agreement Collateral, (b) to the extent applicable, the Copyright Security Agreement for filing with the United States Copyright Office, (c) to the extent applicable, the Patent Security Agreement for filing with the United States Patent and Trademark Office and (d) to the extent applicable, the Trademark Security Agreement for filing with the United States Patent and Trademark Office, together with: (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in proper financing statements (Form UCC-1 or the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiaryequivalent) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed filing under the UCC or other appropriate filing offices of all jurisdictions each jurisdiction as may be necessary or, in the reasonable opinion of the Administrative Collateral Agent, desirable desirable, to perfect the security interests of purported to be created by the Administrative Agent pursuant to such foregoing Security AgreementDocuments; (ii) (A) any certificates representing Pledged Interests (as defined in the Security Agreement), together with executed and undated endorsements of transfer and (B) any promissory notes endorsed in blank; provided, that 100% of the total outstanding non-voting stock and not more than 65% of the total outstanding voting stock in or of any Excluded Subsidiary of the type referred to in clauses (c) UCC Form UCC-3 termination statements, if any, necessary and (d) of the definition thereof shall be pledged or similarly hypothecated to release guarantee or support any Loan; (iii) reports as of a recent date listing all Liens effective financing statements that name Parent or any of its domestic Subsidiaries as debtor and other rights of any Person that are filed in the jurisdictions referred to in clause (i) above, none of which shall evidence any Lien other than (A) Permitted Liens or (B) Liens in any collateral described respect of which the Collateral Agent shall have received satisfactory termination or other release documentation; and (iv) evidence of the completion of all other recordings and filings of, or with respect to, each such Security Document as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect and protect the security interests intended to be created by each such Security Document; and each such Security Document shall be in full force and effect; provided, that (A) to the extent any security agreement previously granted interest under a Security Document (other than any Collateral the security interest in which may be perfected by any Personthe filing of a UCC financing statement or the delivery or possession of certified securities) is not perfected on the Effective Date (1) due to undue burden or expense or (2) after the Borrowers have used commercially reasonable efforts to do so, such perfection shall not be a condition to Borrowing on the Effective Date, and (iiB) securing any of such unperfected security shall be perfected promptly after the Indebtedness identified Effective Date, and in Item 7.2.2(b) of no event later than 90 days after the Disclosure Schedule, together with Effective Date or such other UCC Form UCC-3 termination statements later date as the Administrative Agent may reasonably request from such Obligors; and (d) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search report, dated a date reasonably near agree pursuant to the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on any collateral described in any Loan Document)13.23.

Security Agreements. The Administrative Agent Lender shall have received, with counterparts for each Lender, received executed counterparts of the Security AgreementsAgreement, each dated as of the date hereof, duly executed and delivered by the Borrower and each applicable Obligor thereunderSubsidiary in existence on the Closing Date, together with (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) the Borrower or any Subsidiary in the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in HoldingsSubsidiaries, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any in the case of Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent Lender that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties Lender in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities.UCC; (b) Filing Statements financing statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, the Borrower and each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent Lender as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the Administrative AgentLender, desirable to perfect the security interests of the Administrative Agent Lender pursuant to such the Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in assets of the Borrower or any security agreement previously granted by any PersonSubsidiary, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure ScheduleSchedule 8.2(b), together with such other UCC Form UCC-3 termination statements as the Administrative Agent Lender may reasonably request from the Borrower or any Subsidiary; (d) subject to Section 7.14, landlord access agreements and bailee letters in form and substance satisfactory to the Lender from each landlord to the Borrower or any Subsidiary and each other Person that has possession of any Collateral (as defined in the Security Agreement), provided, that neither Borrower nor any Subsidiary shall be required to obtain as a condition to closing or at any time any such Obligorsagreement for (i) Equipment and other property consisting of demonstration units or located at clinical sites or trade and exhibition shows or (ii) other locations with less than $100,000 of Collateral; and (de) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search report, dated a date reasonably near subject to the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.37.14, evidence a Lien on any collateral described in any Loan Documentthat all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts of the Borrower and each Subsidiary are Controlled Accounts (other than Excluded Accounts).

Security Agreements. The Administrative Agent Lender shall have received, with counterparts for each Lender, received executed counterparts of the Security AgreementsAgreement, each dated as of the date hereof, duly executed and delivered by the Borrower and each applicable Obligor thereunderMaterial Subsidiary, together with: (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing (i) all of the issued and outstanding Capital Securities owned by each Obligor (i) the Borrower or any Guarantor in the case of the Borrower and the Guarantors, in its U.S. Subsidiaries (other than any Excluded Foreign Subsidiary) and (ii) 65% of the issued and outstanding Voting voting Capital Securities and 100% of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such owned by the Borrower or any Guarantor in any Excluded Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case described in clauses (i) and (ii) shall be accompanied by undated instruments of transfer duly executed in blank, or, for any in the case of Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent Lender that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties Lender in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities.; (b) Filing Statements financing statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, the Borrower and each other Material Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent Lender as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the Administrative AgentLender, desirable to perfect the security interests of the Administrative Agent Lender pursuant to such the Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in assets of the Borrower or any security agreement previously granted by any Person, and Subsidiary or (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure ScheduleSchedule 8.2(b), together with such other UCC Form UCC-3 termination statements as the Administrative Agent Lender may reasonably request from such Obligorsthe Borrower or any Subsidiary; (d) landlord access agreements and bailee letters in form and substance satisfactory to the Lender from each landlord to the Borrower or any Material Subsidiary and each other Person that has possession of any Collateral (as defined in the Security Agreement); and (de) certified copies evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts of UCC Requests for Information or Copies the Borrower and each Material Subsidiary are Controlled Accounts (Form UCC-11), or a similar search report, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on any collateral described in any Loan Documentother than Excluded Accounts).

Security Agreements. The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Security AgreementsAgreement, each dated as of the date hereofClosing Date, duly executed and delivered by the Borrower, Intermediate Holdco and each applicable Obligor thereunderSubsidiary of the Borrower, together with: (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each such Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for if any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities.; (b) Uniform Commercial Code Form UCC-1 financing statements and Uniform Commercial Code Form UCC-3 amendment or continuation statements (“Filing Statements Statements”), as appropriate, suitable in form for naming Acquisition Co.Intermediate Holdco, Holdingsthe Borrower, Swift Arizona, Swift Nevada, and each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests of the Administrative Agent pursuant to such Security Agreement;; and (c) UCC Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement Security Agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of under the Disclosure ScheduleSecond Lien Loan Documents, together with such other UCC Form Uniform Commercial Code UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (d) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search report, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on any collateral described in any Loan Document).

Security Agreements. The Administrative Agent On the Restatement Effective Date, (i) the Borrower shall have receivedduly authorized, with counterparts for each Lender, executed counterparts of the Security Agreements, each dated as of the date hereof, duly executed and delivered by each applicable Obligor thereunderan amended and restated Security Agreement substantially in the form of Exhibit G-1, together with with such changes (aor with such other documents) certificates as may be requested by the Collateral Agent in connection with local law (in each, as modified, supplemented or amended from time to time, the case of Capital Securities that are certificated securities (as defined in the UCC)"Borrower Security Agreement") evidencing covering all of the issued Borrower's respective present and outstanding Capital Securities owned by each Obligor (i) in the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, future Security Agreement Collateral and (ii) Xtra and each Subsidiary Guarantor shall have duly authorized, executed and delivered the Security Agreement substantially in the case form of Exhibit G-2, together with such changes (or with such other documents) as may be requested by the Rollover PurchasersCollateral Agent in connection with local law (each, in Holdingsas modified, which certificates supplemented or amended from time to time, the "Subsidiary Security Agreement") covering all of each Subsidiary's respective present and future Security Agreement Collateral, together in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities.with: (bA) Filing executed copies of Financing Statements suitable (Forms UCC-1 or UCC-3) or appropriate local equivalent in appropriate form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed filing under the UCC or appropriate local equivalent of all jurisdictions each jurisdiction as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect or maintain the security interests purported to be created by the Security Agreements and capable of being perfected by the Administrative Agent pursuant to filing of such Security AgreementFinancing Statements or appropriate local equivalent; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (dB) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search reportequivalent reports, dated a each of recent date reasonably near to the Closing Date, listing all effective financing statements which that name any Obligor PXI, the Borrower or, Xtra as debtor and that are filed in the jurisdictions referred to in clause (under its present name and any previous names) as the debtorA), together with copies of such financing statements (none of which shall, shall cover the Collateral except (x) those with respect to Liens permitted which appropriate termination statements executed by Section 7.2.3the secured lender thereunder have been delivered to the Administrative Agent and (y) to the extent evidencing Permitted Liens); (C) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreements as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by the Security Agreements; and (D) evidence a Lien on any collateral described that all other actions necessary or, in any Loan Document)the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Security Agreements have been taken.

Security Agreements. (i) The Administrative Agent Borrower shall have receivedduly authorized, with counterparts for each Lender, executed counterparts of the Security Agreements, each dated as of the date hereof, duly executed and delivered by each applicable Obligor thereunder, together with (a) certificates (a security agreement substantially in the case form of Capital Securities that are certificated securities Exhibit E (as defined in modified, supplemented or amended from time to time, the UCC)"Borrower Security Agreement") evidencing amending and restating the security agreement delivered by the Borrower pursuant to the Original Credit Agreement covering all of the issued Borrower's present and outstanding Capital Securities owned by each Obligor future Security Agreement Collateral together with: (iA) executed copies of financing statements (Form UCC-1) and amendments to financing statements (Form UCC-3) in the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in appropriate form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed filing under the UCC of all jurisdictions each jurisdiction as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests of purported to be created by the Administrative Agent pursuant to such Borrower Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (dB) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search reportequivalent reports, dated a each of recent date reasonably near to the Closing Date, listing all effective financing statements which that name any Obligor the Borrower as debtor and that are filed in the jurisdictions referred to in clause (under its present name and any previous names) as the debtorA), together with copies of such financing statements (none of which shall, shall cover the Collateral except (x) those with respect to Liens permitted which appropriate termination statements executed by Section 7.2.3the secured lender thereunder have been delivered to the Agent and (y) to the extent evidencing Permitted Liens); (C) evidence of the completion of all other recordings and filings of, or with respect to, the Borrower Security Agreement as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by the Borrower Security Agreement; and (D) evidence a Lien on that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Borrower Security Agreement have been taken. (ii) each Subsidiary of the Borrower shall have duly authorized, executed and delivered the security agreement substantially in the form of Exhibit F (as modified, supplemented or amended from time to time, the "Subsidiary Security Agreement") covering all of each such Subsidiary's present and future Security Agreement Collateral together with: (A) executed copies of financing statements (Form UCC-1) in appropriate form for filing under the UCC of each jurisdiction as may be necessary to perfect the security interests purported to be created by the Subsidiary Security Agreement; (B) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of recent date listing all effective financing statements that name any collateral described such Subsidiary as debtor and that are filed in any Loan Documentthe jurisdictions referred to in clause (A), together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Agent and (y) to the extent evidencing Permitted Liens); (C) evidence of the completion of all other recordings and filings of, or with respect to, the Subsidiary Security Agreement as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by the Subsidiary Security Agreement; and (D) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Subsidiary Security Agreement have been taken.

Security Agreements. The Administrative Agent shall have received, with counterparts for each Lender, received executed counterparts of the Borrower Security AgreementsAgreement, the Subsidiary Security Agreement and the Parent Security Agreement, in each case dated as of the date hereof, Closing Date and duly executed and delivered by the Borrower, each applicable Obligor thereunderSubsidiary of the Borrower that is a party to the Subsidiary Security Agreement and the Parent, as the case may be, together with (a) certificates acknowledgment copies of properly filed Uniform Commercial Code financing statements (Form UCC-1) or such other evidence of filing as may be acceptable to the Administrative Agent, or in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all discretion of the issued and outstanding Capital Securities owned by each Obligor (i) in the case of the Borrower and the GuarantorsAdministrative Agent copies suitable for filing, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates naming in each case shall be accompanied by undated instruments of transfer duly executed in blankthe Borrower, orsuch Subsidiary or the Parent, for any Capital Securities that are uncertificated securities (as defined in the UCC)case may be, confirmation and evidence reasonably satisfactory to as the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be documents, filed or suitable for filing under the UCC Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests interest of the Administrative Agent pursuant to such each Security Agreement; (cb) UCC executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (other than Liens permitted under Section 8.2.3) (i) in any collateral described in any security agreement each Security Agreement previously granted by any Person, and and (ii) securing any of the Indebtedness identified in Item 7.2.2(b8.2.2(b) ("Indebtedness to be Paid") of the Disclosure Schedule, together with such other UCC Uniform Commercial Code Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (dc) certified copies of UCC Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search reportreport certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements statements, tax liens and judgment liens which name any Obligor the Borrower, such Subsidiaries and the Parent (under its their respective present name names and any previous namesnames thereof) as the debtordebtor and which are filed in the jurisdictions in which filings were made pursuant to clause (a) above, together with copies of such financing statements (none of which shall(other than those described in clause (a), except with respect if such Form UCC-11 or search report, as the case may be, is current enough to Liens permitted by Section 7.2.3, evidence a Lien on list such financing statements described in clause (a)) shall cover any collateral described in any Loan Documenteach Security Agreement).

Security Agreements. The Lenders and the Administrative Agent shall have received, with counterparts for each Lender, received executed counterparts of the Security AgreementsAgreement, each dated as of the date hereof, duly executed and delivered by Holdings, the Borrower and each applicable Obligor thereunderSubsidiary, together with (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) Holdings, the Borrower or any Subsidiary in the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in HoldingsSubsidiaries, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any in the case of Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent and the Lenders that the security interest therein has been transferred to and (or will be) perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities.UCC; (b) Filing Statements financing statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, the Borrower and each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the Administrative AgentAgent or any Lender, desirable to perfect the security interests of the Administrative Agent and the other Secured Parties pursuant to such the Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in assets of Holdings, the Borrower or any security agreement previously granted by any PersonSubsidiary, and or (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure ScheduleSchedule 8.2(b), together with such other UCC Form UCC-3 termination statements as the Administrative Agent or any Lenders may reasonably request from such ObligorsHoldings, the Borrower or any Subsidiary; and (d) certified copies evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts of UCC Requests for Information or Copies Holdings, the Borrower and each Subsidiary are Controlled Accounts (Form UCC-11), or a similar search report, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on any collateral described in any Loan Documentother than Excluded Accounts).

Security Agreements. The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Borrower Security AgreementsAgreement and the Subsidiary Security Agreement, each dated as of the date hereof, duly executed and delivered by each the applicable Obligor thereunderObligor, together with (a) certificates executed copies of Uniform Commercial Code financing statements (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCCForm UCC-1), confirmation and evidence reasonably satisfactory to naming the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers Obligor as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents documents, to be filed under the UCC Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests of the Administrative Agent pursuant to such the applicable Security Agreement; (cb) UCC executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person Person (i) in any collateral described in any security agreement such Security Agreement previously granted by any Person, and and (ii) securing any of the Indebtedness identified in Item ITEM 7.2.2(b) of the Disclosure Schedule, together with such other UCC Uniform Commercial Code Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (dc) certified copies of UCC Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search reportreport certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Closing Datedate of the initial Credit Extension, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtordebtor and which are filed in the jurisdictions in which filings were made pursuant to CLAUSE (a) above, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on shall cover any collateral described in any Loan DocumentSecurity Agreement). (d) the Administrative Agent and its counsel shall be satisfied that the Lien granted to the Administrative Agent, for the benefit of the Secured Parties in the collateral described above is a first priority (or local equivalent) security interest; and no Lien exists on any of the collateral described above other than (i) the Lien created in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to a Loan Document or (ii) the Liens permitted pursuant to SECTION 7.2.3.

Security Agreements. The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the U.S. Pledge and Security AgreementsAgreement and the Canadian Pledge and Security Agreement, each dated as of the date hereof, duly executed and delivered by each applicable Obligor thereunderObligor, together with (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) Subsidiaries directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent and Required Lenders that the security interest therein has been transferred to and perfected by the Administrative Collateral Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities; provided, however, that (x) no Capital Securities of any CFC Subsidiary (other than a First-Tier CFC Subsidiary) shall be required to be delivered pursuant to this Section 5.1.9 and (y) any certificate evidencing the issued and outstanding Capital Securities of any First-Tier CFC Subsidiary shall be limited to (i) 65% of the issued and outstanding Voting Securities and (ii) 100% of the issued and outstanding non-voting Capital Securities, in each case of such First-Tier CFC Subsidiary (provided that, the foregoing may be delivered to the First Lien Collateral Agent subject to the terms, conditions and restrictions set forth in the Intercreditor Agreement and such delivery shall be deemed to satisfy this Subsection (a) of Section 5.1.9); and provided further that notwithstanding the foregoing, no actions (such as delivery of share certificates) shall be required to perfect the lien on stock of Immaterial Subsidiaries beyond UCC and PPSA filings against the applicable parent. (b) Filing Statements suitable in form for naming Acquisition Co.the Parent, Holdingsthe Borrower and each Subsidiary Guarantor, Swift Arizonaas applicable, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Collateral Agent as the secured party, or other similar instruments or documents to be filed under the UCC or PPSA of all jurisdictions as may be necessary or, in the opinion of the Administrative AgentRequired Lenders, desirable to perfect the first priority security interests of the Administrative Collateral Agent pursuant to such Security Agreement; (c) UCC Form UCC-3 termination statements, if anyPPSA discharge statements or other instruments, in each case in form and substance suitable for filing, necessary to render ineffective and release all Liens and other rights of any Person in any collateral (i) in any collateral described in any security agreement previously granted by the Parent or any Personof its Subsidiaries (other than Liens permitted by Section 7.2.3(c) and liens in favor of landlords permitted under Section 7.2.3(f)), and or (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements, PPSA discharge statements or other instruments as the Administrative Agent or Required Lenders may reasonably request from such Obligorsthe Parent or any of its Subsidiaries; and (d) certified copies of UCC Requests for Information or Copies (Form UCC-11)) or similar PPSA instruments, or a similar search reportreport certified by a party acceptable to the Required Lenders, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3), evidence a Lien on any collateral described in any Loan Document).

Security Agreements. The Administrative Agent and the Lenders shall have received, with counterparts for each Lender, received executed counterparts of the Security AgreementsAgreement, each dated as of the date hereof, duly executed and delivered by the Parent, the Borrower and each applicable Obligor thereunderGuarantor, together with: (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) the Parent, the Borrower or any Guarantor in the case any Subsidiary of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in HoldingsParent, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any in the case of Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities.; (b) Filing Statements financing statements suitable in form for naming Acquisition Co.the Parent, Holdings, Swift Arizona, Swift Nevada, the Borrower and each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests of the Administrative Agent Secured Parties pursuant to such the Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in assets of the Parent, the Borrower or any security agreement previously granted by any PersonSubsidiary, and or (ii) securing any of the Indebtedness identified in Item 7.2.2(bSchedule 8.2(a) of the Disclosure ScheduleLetter, together with such other UCC Form UCC-3 termination statements as the Administrative Agent and the Lenders may reasonably request from such Obligorsthe Parent, the Borrower or any Subsidiary; (d) subject to Section 7.15, landlord access agreements in form and substance satisfactory to the Administrative Agent and the Lenders with respect to each leased location as of the Closing Date where any books and records of the Loan Parties, or more than $[***] of other Collateral, is stored, as of the Closing Date; and (de) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search report, dated a date reasonably near subject to the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.37.15, evidence a Lien on any collateral described in any Loan Documentthat all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts of the Parent, the Borrower and each Guarantor are Controlled Accounts (other than Excluded Accounts).

Security Agreements. The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Borrower Security Agreements, each Agreement dated as of the date hereof, duly executed and delivered by an Authorized Officer of the Borrower and, in the event the Borrower has any Subsidiaries (other than Evergreen), executed counterparts of each applicable Obligor thereunderSubsidiary Security Agreement dated as of the date hereof, duly executed and delivered by an Authorized Officer of each such Subsidiary, together with (a) certificates executed copies of Uniform Commercial Code financing statements (in the case of Capital Securities that are certificated securities (as defined in the UCCForm UCC-1)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in the case of , naming the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign such Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiaryif any) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent Agent, on behalf of the Secured Parties, as the secured party, or other similar instruments or documents documents, to be filed under the UCC Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests of the Administrative Agent pursuant to such Security Agreement; (b) the applicable Perfection Certificate (as defined in such Security Agreement); (c) UCC executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens and other rights (except for Permitted Liens) of any Person Person (i) in any collateral described in any security agreement Security Agreement previously granted by to any Person, and and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of respect to the Disclosure ScheduleExisting Credit Facility, together with such other UCC Uniform Commercial Code Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and; (d) certified copies of UCC Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search reportreport certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Obligor the Borrower and each Subsidiary (under its present name and any previous names) as the debtordebtor and which are filed in the jurisdictions in which filings were made pursuant to clause (a) above, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on shall cover any collateral described in any Security Agreement except for Permitted Liens); (i) all applicable Counterparty Notices required to be delivered pursuant to Sections 3.6 and 4.10(i) of a Security Agreement and Sections 2.10 and 3.3(c) of a Mortgage (to the extent such notices may be obtained by the Borrower with the exercise of its commercially reasonable efforts) and (ii) all landlord lien notices with respect to each lessor of premises leased to the Borrower or any Subsidiary after the date of this Agreement with respect to the assets of the Borrower or any Subsidiary located on such premises; (f) in the event the Borrower has any Subsidiaries, certificates evidencing all of the issued and outstanding shares of Capital Stock owned by the Borrower in each such Subsidiary or owned by any other Subsidiary, which certificates shall be accompanied by undated stock powers duly executed in blank; and (g) all Pledged Notes (as defined in the Borrower Security Agreement and the Subsidiary Security Agreement, as applicable), if any, evidencing Indebtedness payable to the Borrower or to any Subsidiary duly endorsed to the order of the Administrative Agent, together with Uniform Commercial Code Financing Statements (or similar instruments) in respect of such Pledged Notes executed by the Borrower or a Guarantor to be filed in such jurisdictions as the Administrative Agent may reasonably request. The Administrative Agent and its counsel shall be satisfied that (i) the Lien granted to the Administrative Agent, for the benefit of the Secured Parties in the collateral described above is a first priority (or local equivalent thereof) security interest; and (ii) no Lien exists on any of the collateral described above other than Permitted Liens and the Lien created in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to a Loan Document).

Security Agreements. The Administrative Agent shall have received, with counterparts for each Lender, received executed counterparts of the Security AgreementsAgreement, each dated as of the date hereofClosing Date, duly executed and delivered by the New Borrower and each applicable Obligor thereunderU.S. Subsidiary (if any), together with: (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital capital Securities owned by each Obligor (i) in the case of the Borrower and the Guarantors, Credit Party in its U.S. Subsidiaries and 65% (or, if less, such lesser amount owned by such Credit Party) of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in HoldingsCredit Party, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for if any Capital Securities (in the case of Capital Securities that are uncertificated securities (as defined in the UCC)), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities.Securities (provided that, foreign law pledge documents and legal opinions shall only be required (at the request of the Administrative Agent) in the event that any certificate delivered in accordance with Section 7.1.3(e) evidences an average amount of Liquidity for such Fiscal Quarter of below $15,000,000); (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Borrower and each Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in or as the opinion of the Administrative Agent, desirable Required Lenders may require to perfect the security interests of the Administrative Agent pursuant to such Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement Security Agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(bPart 5.5(c) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Administrative Agent Required Lenders may reasonably request from such ObligorsCredit Parties; and (d) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search reportreport certified by a party acceptable to the Required Lenders, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Obligor Credit Party (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.37.2.8.), evidence a Lien on any collateral Collateral described in any Loan Document).

Security Agreements. The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Pledge and Security AgreementsAgreement and the Perlmutter Security Agreement, each dated as of the date hereofClosing Date, duly executed ▇▇▇ ▇▇▇▇▇ered by an Authorized Officer of the Borrower and delivered by each applicable Obligor thereunderU.S. Subsidiary or the Personal Guarantor, as applicable, together with (ai) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (ix) in the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and (y) each U.S. Subsidiary in its U.S. Subsidiaries and (ii) certificates evidencing 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in HoldingsBorrower or any U.S. Subsidiary, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for if any Capital Securities that are uncertificated securities (as defined in the UCC)Capital Securities, confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities.; and (b) all promissory notes (including intercompany notes in which the Borrower or any U.S. Subsidiary has an interest), if any, evidencing Indebtedness payable to the Borrower or any U.S. Subsidiary duly endorsed in blank, together with Filing Statements suitable (or similar instruments) in form for respect of such promissory notes executed by the Borrower or a U.S. Subsidiary, as applicable, to be filed in such jurisdictions as the Administrative Agent may reasonably request; (c) executed copies of Filing Statements naming Acquisition Co., Holdings, Swift Arizona, Swift Nevadathe Borrower, each other U.S. Subsidiary Guarantor and the Rollover Purchasers Personal Guarantor as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the security interests of the Administrative Agent pursuant to such Security AgreementAgreements; (cd) executed copies of proper UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement Security Agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and; (de) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search reportreport certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Borrower or any Obligor U.S. Subsidiary (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on shall cover any collateral described in any Loan Document); and (f) the Administrative Agent and its counsel shall be satisfied that (i) the Lien granted to the Administrative Agent, for the benefit of the Secured Parties in the collateral (other than motor vehicles, motor vehicle trailers, fixtures, and investment property not constituting Capital Securities pledged pursuant to the Pledge and Security Agreement) described above is a first (subject to Designated Permitted Liens) priority (or local equivalent thereof) security interest; and (ii) no Lien (other than Designated Permitted Liens) exists on any of the collateral described above other than the Lien created in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to a Loan Document.

Security Agreements. The Administrative due and punctual payment of the principal of, premium, if any, interest (including Additional Amounts, if any, and Special Interest, if any) on, and any other amounts due in respect of, the Secured Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at Stated Maturity, by acceleration, call for redemption, upon a Change of Control Offer, purchase or otherwise, and interest on the overdue principal of and interest (including Additional Amounts, if any, and Special Interest, if any) (to the extent permitted by law), on the Secured Notes and performance of all other obligations of the Issuer to the Holders of the Secured Notes or the Trustee under this Indenture, the Secured Notes and the Security Agreements, according to the terms hereunder or thereunder, shall be secured as provided in the Security Agreements, (i) by a pledge to the Collateral Agent shall have receivedin favor of the Trustee for its benefit and the Holders of Secured Notes, of an undivided 53% interest in the Issuer Loans and all the Issuer's right, title and interest in and to the Mitsubishi Documents and the security for the Issuer Loans provided for in the Mitsubishi Loan Collateral Agreements; and (ii) by a pledge to the Reserve Account Agent in favor of the Trustee for its benefit and the benefit of the Holders of Secured Notes, of interest in the Reserve Account and the Reserve Account Property and any other cash of the Issuer that is required by the terms of this Indenture or any Security Agreement to be deposited with counterparts the Trustee or the Reserve Account Agent. Each Holder, by its acceptance of a Secured Note, consents and agrees to the terms of the Security Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms thereof and hereof and authorizes and directs the Trustee to enter into each Lenderof the Security Agreements to 128 which it is expressed to be a party and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Issuer will do or cause to be done all such acts and things as may be necessary or proper, executed counterparts or as may be required by the provisions of the Security Agreements, each dated to assure and confirm to the Collateral Agent, the Reserve Account Agent and the Trustee the Liens in the Collateral contemplated hereby and by the Security Agreements, as from time to time constituted, so as to render the same available to the fullest extent permitted by law for the security and benefit of this Indenture and of the date hereofSecured Notes, duly executed as applicable, according to the intent and delivered purposes herein and therein expressed. The Issuer shall to the fullest extent permitted by each applicable Obligor thereunderlaw take, together with (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all upon request of the issued Trustee, any and outstanding Capital Securities owned by each Obligor (i) in all actions reasonably required to cause the case Security Agreements to create and maintain, as security for the Obligations of the Borrower Issuer under this Indenture, the Secured Notes and the GuarantorsSecurity Agreements to be valid and enforceable, perfected (except as expressly provided herein and therein), Liens in its U.S. Subsidiaries and 65% on all the Collateral in favor of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all Trustee, the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each ObligorReserve Account Agent or a Collateral Agent, and (ii) in the case of the Rollover Purchasersas applicable, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 Trustee and 9 for the equal and ratable benefit of the UCC and all laws otherwise applicable to the perfection Holders of the pledge of such Capital SecuritiesSecured Notes. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests of the Administrative Agent pursuant to such Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (d) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search report, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on any collateral described in any Loan Document).

Security Agreements. The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Security Agreements, each dated as of the date hereof, duly executed and delivered by each applicable Obligor thereunder, together with (a) certificates On the Restatement Effective Date, (i) each of the Borrower Security Agreement and the Subsidiaries Security Agreement shall remain in full force and effect, (ii) no filings, recordings, registrations or other actions shall be necessary or desirable to maintain the perfection and priority of the security interests granted by the original parties to the Borrower Security Agreement or the Subsidiaries Security Agreement in the case of Capital Securities that are certificated securities Security Agreement Collateral covered thereby (as defined in except to the UCCextent made pursuant to clause (B) or (C) below)) evidencing all of the issued , and outstanding Capital Securities owned by each Obligor (iiii) in the case of each of the Borrower Security Agreement and the GuarantorsSubsidiaries Security Agreement, the Banks shall have received: (A) certified copies of Requests for Information or copies (Form UCC-11), or equivalent reports, listing all effective financing statements that name any Credit Party, or a division or other operating unit of any thereof, as debtor and that are filed in any jurisdiction where a filing may be necessary or, in its U.S. Subsidiaries and 65% the opinion of the issued and outstanding Voting Securities of each Foreign Subsidiary (Collateral Agent, desirable to perfect the security interests purported to be created by such Security Agreement, together with all the issued and outstanding non-voting Capital Securities copies of such Foreign Subsidiaryother financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or for which the Collateral Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local law) directly owned by each Obligor, and fully executed for filing); (iiB) in the case evidence of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments completion of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation all other recordings and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured partyfilings of, or other similar instruments or documents to be filed under the UCC of all jurisdictions with respect to, such Security Agreement as may be necessary or, in the opinion of the Administrative Collateral Agent, desirable to perfect the security interests of the Administrative Agent pursuant intended to be created by such Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (dC) certified copies evidence that all other actions necessary or, in the opinion of UCC Requests for Information or Copies (Form UCC-11)the Collateral Agent, or a similar search report, dated a date reasonably near desirable to perfect and protect the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtor, together with copies of security interests purported to be created by such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on any collateral described in any Loan Document)Security Agreement have been taken.

Security Agreements. The Administrative Agent shall have ------------------- received, with counterparts for each Lender, executed counterparts of the Borrower Security Agreements, each Agreement dated as of the date hereof, duly executed and delivered by an Authorized Officer of the Borrower and, in the event the Borrower has any Subsidiaries, executed counterparts of each applicable Obligor thereunderSubsidiary Security Agreement dated as of the date hereof, duly executed and delivered by an Authorized Officer of each such Subsidiary, together with (a) certificates executed copies of Uniform Commercial Code financing statements (in the case of Capital Securities that are certificated securities (as defined in the UCCForm UCC-1)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in the case of , naming the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign such Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiaryif any) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent Agent, on behalf of the Secured Parties, as the secured party, or other similar instruments or documents documents, to be filed under the UCC Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests of the Administrative Agent pursuant to such Security Agreement; (b) the applicable Perfection Certificate (as defined in such Security Agreement); (c) UCC executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens and other rights (except for Permitted Liens) of any Person Person (i) in any collateral described in any security agreement Security Agreement previously granted by to any Person, and and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of respect to the Disclosure ScheduleRothschild Credit Facility, together with such other UCC Uniform Commercial Code Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and; (d) certified copies of UCC Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search reportreport certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Obligor the Borrower and each Subsidiary (under its -57- present name and any previous names) as the debtordebtor and which are filed in the jurisdictions in which filings were made pursuant to clause (a) above, ---------- together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on shall cover any collateral described in any Security Agreement except for Permitted Liens); (i) all applicable Counterparty Notices required to be delivered pursuant to Sections 3.6 and 4.10(i) of a Security Agreement and Sections 2.10 and 3.3(c) of a Mortgage (to the extent such notices may be obtained by the Borrower with the exercise of its commercially reasonable efforts) and (ii) all landlord lien notices with respect to each lessor of premises leased to the Borrower or any Subsidiary after the date of this Agreement with respect to the assets of the Borrower or any Subsidiary located on such premises; (f) in the event the Borrower has any Subsidiaries, certificates evidencing all of the issued and outstanding shares of Capital Stock owned by the Borrower in each such Subsidiary or owned by any other Subsidiary, which certificates shall be accompanied by undated stock powers duly executed in blank; and (g) all Pledged Notes (as defined in the Borrower Security Agreement and the Subsidiary Security Agreement, as applicable), if any, evidencing Indebtedness payable to the Borrower or to any Subsidiary duly endorsed to the order of the Administrative Agent, together with Uniform Commercial Code Financing Statements (or similar instruments) in respect of such Pledged Notes executed by the Borrower or a Guarantor to be filed in such jurisdictions as the Administrative Agent may reasonably request. The Administrative Agent and its counsel shall be satisfied that (i) the Lien granted to the Administrative Agent, for the benefit of the Secured Parties in the collateral described above is a first priority (or local equivalent thereof) security interest; and (ii no Lien exists on any of the collateral described above other than Permitted Liens and the Lien created in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to a Loan Document).

Security Agreements. The Administrative Agent and the Lenders shall have received, with counterparts for each Lender, received executed counterparts of the Security AgreementsAgreement, each dated as of the date hereof, duly executed and delivered by the Borrower and each applicable Obligor thereunderMaterial Subsidiary, together with: (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in the case of the Borrower and the Guarantors, or any Guarantor in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdingsany Subsidiaries, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities.; (b) Filing Statements financing statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, the Borrower and each other Material Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the Administrative AgentAgent or any Lender, desirable to perfect the security interests of the Administrative Agent and the other Secured Parties pursuant to such the Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person Person, except for Liens permitted pursuant to Section 8.3, (i) in any collateral described in assets of the Borrower or any security agreement previously granted by any Person, and Subsidiary or (ii) securing any of the Indebtedness identified in Item 7.2.2(bSchedule 8.2(b)(i) of to the Disclosure ScheduleLetter, together with such other UCC Form UCC-3 termination statements as the Administrative Agent or any Lender may reasonably request from such Obligorsthe Borrower or any Subsidiary; (d) landlord access agreements and bailee letters in form and substance satisfactory to each of the Agents from each landlord to the Borrower or any Material Subsidiary and each other Person that has possession of any Collateral (as defined in the Security Agreement); and (de) certified copies evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts of UCC Requests for Information or Copies the Borrower and each Material Subsidiary are Controlled Accounts (Form UCC-11), or a similar search report, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on any collateral described in any Loan Documentother than Excluded Accounts).

Security Agreements. The Administrative Agent shall have received, with counterparts for each Lender, received executed ------------------- counterparts of the Borrower Security AgreementsAgreement and the Guarantor Security Agreement, each dated as of the date hereof, duly executed and delivered by each applicable Obligor thereunderCredit Party thereto, together with: (a) certificates acknowledgment copies of properly filed Uniform Commercial Code financing statements (in Form UCC-1) naming the case of Capital Securities that are certificated securities (relevant Credit Party as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be documents, filed under the UCC Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests interest of the Administrative Agent pursuant to such Security Agreement; (cb) UCC executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person Person: (i) in any collateral described in any security agreement such Security Agreement previously granted by any Person, and and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) Part A of the Disclosure ScheduleSchedule 6.17, together with such other UCC Uniform Commercial Code Form UCC-3 ------------- termination statements as the Administrative Agent may reasonably request from such ObligorsCredit Party; and (dc) certified copies of UCC Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search reportreport certified by a party acceptable to the Agent, dated a date reasonably near to the Closing Datedate of the initial Borrowing, listing all effective financing statements which name any Obligor each Credit Party (under its present name and any previous names) as the debtordebtor and which are filed in the jurisdictions in which filings were made pursuant to clause (a) above, together with copies of such financing ---------- statements (none of which shall(other than those described in clause (a), except with respect if ---------- such Form UCC-11 or search report, as the case may be, is current enough to Liens permitted by Section 7.2.3, evidence a Lien on list such financing statements described in clause (a)) shall cover any ---------- collateral described in any Loan Documentsuch Security Agreement).

Security Agreements. The Administrative Collateral Agent shall have received, with counterparts for each Lender, executed counterparts of (i) the U.S. Borrower Pledge and Security Agreement, the Canadian Borrower Pledge and Security Agreement, the Canadian Subsidiary Pledge and Security Agreement, the U.S. Subsidiary Pledge and Security Agreement, the Québec Security Agreements and the Bank Act Agreements, each dated as of the date hereof, duly executed by the applicable Obligor party thereto and (ii) immediately after giving effect to the Acquisition, a supplement to the U.S. Borrower Pledge and Security Agreement, duly executed and delivered by an Authorized Officer of Circle K Stores, and the U.S. Subsidiary Pledge and Security Agreement duly executed and delivered by an Authorized Officer of Circle K Corp. and Circle K Enterprises, in each applicable Obligor thereundercase, together with (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in the case of the Borrower and the GuarantorsSubsidiaries that are Obligors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for if any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent Agents that the security interest therein has been transferred granted to and perfected by the Administrative Collateral Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC UCC, as applicable, and all laws otherwise applicable to the perfection of the pledge of such Capital Securities.; (b) copies of Filing Statements suitable or PPSA financing statements naming each Obligor (other than, in form for naming Acquisition Co.the case of PPSA financing statements, HoldingsDunkin Donuts Master Franchisee Québec Inc., Swift ArizonaACT, Swift Nevada, each other Subsidiary Guarantor Dépan-Escompte Couche-Tard Inc. and the Rollover Purchasers ACT Financial Trust) as a debtor and the Administrative Collateral Agent as the secured party, or other similar instruments or documents to be filed under the UCC or PPSA of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests of the Administrative Collateral Agent for the benefit of the Secured Parties pursuant to such Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person copies (icertified where available) in any collateral described in any security agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (d) certified copies of UCC Requests for Information or Copies (Form UCC-11)) or similar PPSA instruments, or a similar search report, report dated a date reasonably near to the Closing Date, listing all effective financing statements on personal property which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on shall cover any collateral described in any Loan DocumentDocument except for Permitted Liens); (d) copies of applications for registration with respect to the Québec Security Agreements naming each relevant Obligor as a grantor and the Collateral Agent as the creditor, to be filed under the Civil Code of Québec to publish the hypothecs on personal property granted in favor of the Collateral Agent in its capacity as “fondé de pouvoir” pursuant to each Deed of Hypothec; and (e) copies of notices of intention to give security under the Bank Act (Canada) with respect to the Bank Act Agreements, executed and filed by each of the Canadian Borrowers at least one (1) Business Day prior to the execution of the remaining Bank Act Agreements. The Administrative Agents and their counsel shall be satisfied that (i) the Lien granted to the Collateral Agent, for the benefit of the Secured Parties, in the collateral described above is (or, in the case of Circle K Corp. and its Subsidiaries will be) (upon the filing or registration of such Lien where appropriate) a first priority (or local equivalent thereof) security interest, subject to Permitted Liens; and (ii) no Liens exists on any of the collateral described above other than the Lien created in favor of the Collateral Agent, for the benefit of the Secured Parties, pursuant to a Loan Document and Permitted Liens.

Security Agreements. The Administrative Agent On the Effective Date, each Credit Party shall have receivedduly authorized, with counterparts for each Lender, executed counterparts of the Security Agreements, each dated as of the date hereof, duly executed and delivered by each applicable Obligor thereunder(a) the Security Agreement in the form of Exhibit F (as amended, restated, amended and restated, modified and/or supplemented from time to time, the “Security Agreement”) covering all of such Credit Party’s Security Agreement Collateral, (b) to the extent applicable, the Copyright Security Agreement for filing with the United States Copyright Office, (c) to the extent applicable, the Patent Security Agreement for filing with the United States Patent and Trademark Office and (d) to the extent applicable, the Trademark Security Agreement for filing with the United States Patent and Trademark Office, together with: (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in proper financing statements (Form UCC-1 or the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiaryequivalent) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed filing under the UCC or other appropriate filing offices of all jurisdictions each jurisdiction as may be necessary or, in the reasonable opinion of the Administrative Collateral Agent, desirable desirable, to perfect the security interests of purported to be created by the Administrative Agent pursuant to such foregoing Security AgreementDocuments; (ii) (A) any certificates representing Pledged Interests (as defined in the Security Agreement), together with executed and undated endorsements of transfer and (B) any promissory notes endorsed in blank; provided, that 100% of the total outstanding non-voting stock and not more than 65% of the total outstanding voting stock in or of any Excluded Subsidiary of the type referred to in clauses (c) UCC Form UCC-3 termination statements, if any, necessary and (d) of the definition thereof shall be pledged or similarly hypothecated to release guarantee or support any Loan; (iii) reports as of a recent date listing all Liens effective financing statements that name Parent or any of its domestic Restricted Subsidiaries as debtor and other rights of any Person that are filed in the jurisdictions referred to in clause (i) above, none of which shall evidence any Lien other than (A) Permitted Liens or (B) Liens in any collateral described respect of which the Collateral Agent shall have received satisfactory termination or other release documentation; and (iv) evidence of the completion of all other recordings and filings of, or with respect to, each such Security Document as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect and protect the security interests intended to be created by each such Security Document; and each such Security Document shall be in full force and effect; provided, that (A) to the extent any security agreement previously granted interest under a Security Document (other than any Collateral the security interest in which may be perfected by any Personthe filing of a UCC financing statement or the delivery or possession of certified securities) is not perfected on the Effective Date (1) due to undue burden or expense or (2) after the Borrowers have used commercially reasonable efforts to do so, such perfection shall not be a condition to Borrowing on the Effective Date, and (iiB) securing any of such unperfected security shall be perfected promptly after the Indebtedness identified Effective Date, and in Item 7.2.2(b) of no event later than 90 days after the Disclosure Schedule, together with Effective Date or such other UCC Form UCC-3 termination statements later date as the Administrative Agent may reasonably request from such Obligors; and (d) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search report, dated a date reasonably near agree pursuant to the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on any collateral described in any Loan Document)13.23.

Security Agreements. (a) The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Borrower Security AgreementsAgreement and the Subsidiary Security Agreement, each dated as of the date hereof, duly executed by the Borrower and delivered by each applicable Obligor thereunderU.S. Subsidiary, respectively, together with (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in the case executed copies of Filing Statements naming the Borrower and the Guarantors, in its each U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests of the Administrative Agent pursuant to such Security Agreement; (cii) executed copies of proper UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement Security Agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (diii) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search reportreport certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Borrower or any Obligor U.S. Subsidiary (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on shall cover any collateral described in any Loan Document). (b) The Agent and their counsel shall be reasonably satisfied that (i) the Liens granted to the Administrative Agent in the collateral described in the documents described above are first priority (or local equivalent thereof) security interests and (ii) no Liens exist on any of the collateral described above other than the Liens created in favor of the Administrative Agent pursuant to a Loan Document or otherwise permitted hereunder.

Security Agreements. The Administrative Agent Agents shall have received, with counterparts for each Lender, received executed counterparts of the Borrower Security Agreementsand Pledge Agreement, each dated as of the date hereof, duly executed and delivered by an Authorized Officer of the Borrower and, in the event the Borrower has any U.S. Subsidiaries, executed counterparts of a Subsidiary Security and Pledge Agreement dated as of the date hereof, duly executed and delivered by an Authorized Officer of each applicable Obligor thereundersuch U.S. Subsidiary, together with (a) certificates executed copies of Uniform Commercial Code financing statements (in the case of Capital Securities that are certificated securities (as defined in the UCCForm UCC-1)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in the case of , naming the Borrower and the Guarantors, in its each such U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiaryif any) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents documents, to be filed under the UCC Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests of the Administrative Agent pursuant to such Security Agreement; (cb) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; andapplicable Perfection Certificate; (dc) certified copies of UCC Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search reportreport certified by a party acceptable to the Agents, dated a date reasonably near to the Closing Datedate of the initial Credit Extension, listing all effective financing statements which name any Obligor the Borrower and each U.S. Subsidiary (under its present name and any previous names) as the debtordebtor and which are filed in the jurisdictions in which filings were made pursuant to clause (a) above, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on shall cover any collateral described in any Loan DocumentSecurity Agreement).; (d) in the event the Borrower has any Subsidiaries, certificates evidencing all of the issued and outstanding shares of Capital Stock owned by the Borrower in each such Subsidiary or owned by any other Subsidiary, which certificates shall be accompanied by undated stock powers duly executed in blank; and (e) all Intercompany Notes (as defined in the relevant Security Agreement), if any, evidencing Indebtedness payable to the Borrower or to any Subsidiary duly endorsed to the order of the Administrative Agent, together with Uniform Commercial Code Financing Statements (or similar instruments) in respect of such Intercompany Notes executed by the Borrower or a Subsidiary Guarantor to be filed in such jurisdictions as the Administrative Agent may reasonably request;

Security Agreements. The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Borrower Security Agreements, each Agreement dated as of the date hereof, duly executed and delivered by an Authorized Officer of the Borrower and, in the event the Borrower has any Subsidiaries, executed counterparts of each applicable Obligor thereunderSubsidiary Security Agreement dated as of the date hereof, duly executed and delivered by an Authorized Officer of each such Subsidiary, together with (a) certificates Uniform Commercial Code financing statements (in the case of Capital Securities that are certificated securities (as defined in the UCCForm UCC-1)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in the case of , naming the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign such Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiaryif any) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent Agent, on behalf of the Secured Parties, as the secured party, or other similar instruments or documents documents, to be filed under the UCC Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests of the Administrative Agent pursuant to such Security Agreement; (b) the applicable Perfection Certificate (as defined in such Security Agreement); (c) UCC proper Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens and other rights (except for Permitted Liens) of any Person Person (i) in any collateral described in any security agreement Security Agreement previously granted by to any Person, and and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of respect to the Disclosure ScheduleExisting Credit Facility, together with such other UCC Uniform Commercial Code Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and; (d) certified copies of UCC Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search reportreport certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Obligor the Borrower and each Subsidiary (under its present name and any previous names) as the debtordebtor and which are filed in the jurisdictions in which filings were made pursuant to clause (a) above, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on shall cover any collateral described in any Security Agreement except for Permitted Liens); (i) all applicable Counterparty Notices required to be delivered pursuant to Sections 3.6 and 4.10(i) of a Security Agreement and Sections 2.10 and 3.3(c) of a Mortgage (to the extent such notices may be obtained by the Borrower with the exercise of its commercially reasonable efforts) and (ii) all landlord lien notices with respect to each lessor of premises leased to the Borrower or any Subsidiary after the date of this Agreement with respect to the assets of the Borrower or any Subsidiary located on such premises; (f) in the event the Borrower has any Subsidiaries, certificates evidencing all of the issued and outstanding shares of Capital Stock owned by the Borrower in each such Subsidiary or owned by any other Subsidiary, which certificates shall be accompanied by undated stock powers duly executed in blank; and (g) all Pledged Notes (as defined in the Borrower Security Agreement and the Subsidiary Security Agreement, as applicable), if any, evidencing Indebtedness payable to the Borrower or to any Subsidiary duly endorsed to the order of the Administrative Agent, together with Uniform Commercial Code Financing Statements (or similar instruments) in respect of such Pledged Notes executed by the Borrower or a Guarantor to be filed in such jurisdictions as the Administrative Agent may reasonably request. The Administrative Agent and its counsel shall be satisfied that (i) the Lien granted to the Administrative Agent, for the benefit of the Secured Parties in the collateral described above is a first priority (or local equivalent thereof) security interest; and (ii) no Lien exists on any of the collateral described above other than Permitted Liens and the Lien created in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to a Loan Document).

Security Agreements. The Administrative Agent Subject to Section 7.15, the Lender shall have received, with counterparts for each Lender, received executed counterparts of the Security AgreementsAgreement, each dated as of the date hereof, duly executed and delivered by the Borrower and each applicable Obligor thereunderGuarantor, together with: (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) the Borrower or any Guarantor in the case any Subsidiary of the Borrower and (other than the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Excluded Indian Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings), which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any in the case of Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent Lender that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties Lender in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities.; (b) Filing Statements financing statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, the Borrower and each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent Lender as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests of the Administrative Agent Lender pursuant to such the Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in assets of the Borrower or any security agreement previously granted by any PersonSubsidiary, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure ScheduleSchedule 8.2(b), together with such other UCC Form UCC-3 termination statements as the Administrative Agent Lender may reasonably request from such Obligorsthe Borrower or any Subsidiary; (d) landlord access agreements and bailee letters in form and substance satisfactory to the Lender from each landlord to the Borrower or any Guarantor and each other Person in the United States that has possession of any Collateral (as defined in the Security Agreement), to the extent required under the Security Agreement; and (de) certified copies evidence that all United States deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts of UCC Requests for Information or Copies the Borrower and each Guarantor are Controlled Accounts (Form UCC-11), or a similar search report, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on any collateral described in any Loan Documentother than Excluded Accounts).

Security Agreements. The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Borrower Security AgreementsAgreement, duly executed by the Borrower, and of the Subsidiary Security Agreement, executed by each Guarantor, each dated as of the date hereof, duly executed and delivered by each applicable Obligor thereunderClosing Date, together with (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in the case executed copies of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary Uniform Commercial Code financing statements (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCCForm UCC-1), confirmation and evidence reasonably satisfactory to naming the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers Obligor as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents documents, to be filed under the UCC Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests of the Administrative Agent pursuant to such the applicable Security Agreement; (cii) UCC executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, if any, statements necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement such Security Agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, Person together with such other UCC Uniform Commercial Code Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (diii) certified copies of UCC Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search reportreport certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtordebtor and which are filed in the jurisdictions in which filings were made pursuant to CLAUSE (a) above, together with copies of such financing statements statements. (none iv) the Administrative Agent and its counsel shall be satisfied that the Lien granted to the Administrative Agent, for the benefit of which shall, except with respect the Secured Parties in the collateral described above is a first priority (or local equivalent) security interest (subject to the filing of the documents described in CLAUSE b above); and no other effective Lien (other than Liens permitted by Section 7.2.3, evidence a Lien under SECTION 8.3) exists on any of the collateral described above other than the Lien created in any favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to a Loan Document).

Security Agreements. The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Loan Security AgreementsAgreement and the First Lien Pledge and Security Agreement, each dated as of the date hereofClosing Date, duly executed and delivered by each the applicable Obligor thereunderparty thereto, together with (a) evidence that certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in the case Pledgor of Royalty Sub and pledged under the Borrower First Lien Pledge and Security Agreement shall have been delivered to the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in HoldingsAdministrative Agent, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities.; (b) copies of Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor the Pledgor and the Rollover Purchasers Royalty Sub as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests Liens of the Administrative Agent pursuant to each such Security Agreement, and copies of Uniform Commercial Code financing statements to be filed in connection with the Purchase and Sale Agreement naming Quintiles as a debtor and Royalty Sub as the secured party; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (d) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search reportreport certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, shall evidence a Lien on any collateral described in any Loan Document); and (d) a copy of a deposit and securities account control agreement executed and delivered by each of Royalty Sub, the Administrative Agent, the Trustee and U.S. Bank National Association, the deposit bank and/or custodian with respect to each Account, sufficient to enable the Administrative Agent (or its agent) to have and maintain control over each Account.

Security Agreements. The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Security AgreementsAgreement, each dated as of the date hereofClosing Date, duly executed and delivered by the Borrower, Intermediate Holdco and each applicable Obligor thereunderSubsidiary of the Borrower, together with: (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each such Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for if any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities.; (b) Uniform Commercial Code Form UCC-1 financing statements and Uniform Commercial Code Form UCC-3 amendment or continuation statements (“Filing Statements Statements”), as appropriate, suitable in form for naming Acquisition Co.Intermediate Holdco, Holdingsthe Borrower, Swift Arizona, Swift Nevada, and each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests of the Administrative Agent pursuant to such Security Agreement;; and (c) UCC Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement Security Agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form Uniform Commercial Code UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (d) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search report, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on any collateral described in any Loan Document).

Security Agreements. The Administrative Agent (a) On the Borrowing Date, each U.S. Credit Party shall have receivedduly authorized, with counterparts for each Lender, executed counterparts of the Security Agreements, each dated as of the date hereof, duly executed and delivered by each applicable Obligor thereunderthe U.S. Security Agreement in the form of Exhibit H (as amended, modified or supplemented from time to time, the “U.S. Security Agreement”) covering all of such U.S. Credit Party’s Security Agreement Collateral, together with: (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in proper financing statements (Form UCC-1 or the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiaryequivalent) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed filing under the UCC or other appropriate filing offices of all jurisdictions each jurisdiction as may be necessary or, in the reasonable opinion of the Administrative Collateral Agent, desirable desirable, to perfect the security interests of purported to be created by the Administrative Agent pursuant to such U.S. Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (d) certified copies of UCC Requests requests for Information information or Copies copies (Form UCC-11), or equivalent reports as of a similar search report, dated a date reasonably near to the Closing Daterecent date, listing all effective financing statements that name Aleris or any of its Domestic Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above and in such other jurisdictions in which name any Obligor (under its present name and any previous names) as Collateral is located on the debtorBorrowing Date, together with copies of such other financing statements that name Aleris or any of its Domestic Subsidiaries as debtor (none of which shallshall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); and (iii) all other documents or filings necessary or, except in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the U.S. Security Agreement, and the U.S. Security Agreement shall be in full force and effect. (b) On the Borrowing Date, each European Credit Party shall have duly authorized, executed and delivered such security agreements, documents and instruments as may be reasonably required by the Joint Lead Arrangers (based on advice of local counsel), with the intent being that the Lenders receive, to secure the Term Obligations of the European Credit Parties under the Credit Documents, valid and enforceable first priority, perfected security interests or charges in all or substantially all of the assets owned by the German Borrower in which it is practicable and economical (in accordance with requirements of local law and taking into account such cost (including tax effects) and practicality considerations as may be agreed by the Joint Lead Arrangers) to obtain such security interests or charges (as determined by the Joint Lead Arrangers, based on advice of local counsel), it being understood and agreed that on the Borrowing Date, no Mortgages of Real Property owned by any European Credit Party will be taken. All security documentation to be executed and delivered by the European Credit Parties pursuant to the immediately preceding sentence, as well as all security documentation entered into by any European Subsidiary Guarantor after the Borrowing Date pursuant to Section 8.11 (each, as amended, modified, restated and/or supplemented from time to time, a “European Security Agreement” and, collectively, the “European Security Agreements”), shall (i) be prepared by local counsel reasonably satisfactory to the Administrative Agent and the Collateral Agent, (ii) be in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent and (iii) be in full force and effect on the Borrowing Date or, in the case of any European Subsidiary Guarantor, such later date determined pursuant to Section 8.11. In connection with the execution and delivery of the European Security Agreements, the German Borrower and/or the respective European Subsidiary Guarantor shall take such actions as may be necessary or desirable under local law (as advised by local counsel) to create, maintain, effect, perfect, preserve, maintain and protect the security interests or charges granted (or purported to be granted) thereby (including, without limitation, taking actions analogous to those described in Section 5.09 with respect to Liens permitted by the Pledge Agreement Collateral, and in Section 7.2.3, evidence a Lien on any collateral 5.11(a) with respect to the Security Agreement Collateral described in any Loan Documentthe U.S. Security Agreement and in Section 5.12 with respect to the Term Creditor Mortgages covering U.S. Mortgaged Properties), in each case to the extent customary in connection with secured transactions under the laws of the respective jurisdiction or deemed necessary or desirable by the Administrative Agent based on advice of local counsel. Schedule IV sets forth all European Security Agreements to be executed and delivered on the Borrowing Date.

Security Agreements. The Administrative Agent shall have received, with counterparts for each Lender, received executed counterparts of each of the Parent Security AgreementsAgreement, the Borrower Security Agreement and the Subsidiary Security Agreement, each dated as of the date hereof, duly executed and delivered by each applicable the Obligor thereunderparty thereto, together with (a) certificates executed copies of Uniform Commercial Code financing statements (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCCForm UCC-1), confirmation and evidence reasonably satisfactory to naming the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers Obligor as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents documents, to be filed under the UCC Uniform Commercial Code of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the security interests of the Administrative Agent pursuant to such Security Agreement; (cb) UCC executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens and (other rights of any Person than Liens permitted to exist under Section 7.2.3) (i) in any collateral described in any security agreement such Security Agreement previously granted by any Person, and and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Scheduleto be Paid, together with such other UCC Uniform Commercial Code Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (dc) certified copies of UCC Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search reportreport certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Closing Datedate of the initial Credit Extension, listing all effective financing statements which name the applicable Obligor (or any Obligor predecessor thereto), as the case may be (under its -66- 74 present name and any other names used within the previous names) six months), as the debtordebtor and which are filed in the jurisdictions in which filings were made pursuant to clause (a) above, together with copies of such financing statements (none of which shall(other than those described in clause (a), except with respect if such Form UCC-11 or search report, as the case may be, is current enough to Liens permitted by Section 7.2.3, evidence a Lien on list such financing statements described in clause (a)) shall cover any collateral described in any Loan Document)such Security Agreement.

Security Agreements. The Administrative Agent shall have received, with counterparts for each Lender, ------------------- received executed counterparts of the each Security AgreementsAgreement, each dated as of the date hereofEffective Date, duly executed and delivered by an Authorized Officer of each applicable Obligor thereunderBorrower and each Significant Subsidiary, as applicable, together with (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor with (i) in executed UCC financing statements (Form UCC-1) naming such Obligor as the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed documents, suitable for filing under the UCC of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests interest of the Administrative Agent in the interests of such Obligor in the collateral pledged pursuant to such the applicable Security Agreement; Agreement (cprovided that perfection of security interests -------- in motor vehicles shall not be required), (ii) executed copies of proper UCC termination statements (Form UCC-3 termination statementsUCC-3), if any, necessary to release all Liens and other rights of any Person (iother than Liens permitted under Section 7.2.3) in any collateral described in any security agreement the applicable Security Agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements (Form UCC-3) as the Administrative Agent may reasonably request from such ObligorsObligor; and and (diii) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search reportreport certified by a party reasonably acceptable to the Administrative Agent, dated a date reasonably near to the Closing Datedate hereof, listing all effective financing statements which name any such Obligor (under its present name names and any previous names) as the debtordebtor and which are filed in the jurisdictions in which filings are to be made pursuant to clause (i) above, together with copies of ---------- such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on any collateral described in any Loan Document)statements.

Security Agreements. The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Security Agreements, each dated as of on or about the date hereof, duly executed and delivered by the Borrower, the Parent and each applicable Obligor thereunderSubsidiary of the Borrower, together with: (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each such Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for if any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities.; (b) Uniform Commercial Code Form UCC-1 financing statements and Uniform Commercial Code Form UCC-3 amendment or continuation statements (“Filing Statements Statements”), as appropriate, suitable in form for naming Acquisition Co.the Parent, Holdingsthe Borrower, Swift Arizona, Swift Nevada, and each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests of the Administrative Agent pursuant to such Security Agreement;; and (c) UCC Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement Security Agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form Uniform Commercial Code UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (d) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search report, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on any collateral described in any Loan Document).

Security Agreements. The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of received the Borrower Pledge and Security AgreementsAgreement and the Subsidiary Pledge and Security Agreement, each dated as of the date hereofClosing Date, duly executed and delivered by each the applicable Obligor thereunderparty thereto, together with (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities (and 100% of non-Voting Securities) of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdingsif any, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for if any Capital Securities (in the case of Capital Securities that are uncertificated securities (as defined in the UCC)) are uncertificated Capital Securities, confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities.; (b) all intercompany notes evidencing Indebtedness payable to each Obligor duly endorsed to the order of the Administrative Agent; (c) copies of Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers Obligor as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the security interests of the Administrative Agent pursuant to such Security Agreement; (cd) copies of proper UCC Form UCC-3 termination statements, if any, necessary to release all Liens (other than Liens permitted by Section 7.2.3) and other rights of any Person (i) in any collateral described in any security agreement Security Agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, Person together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (de) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search reportreport certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any each Obligor (under its present name and any other names used within the previous namesfive years) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on shall cover any collateral described in any Loan Document)Document except for Liens permitted by Section 7.2.

Security Agreements. The Administrative Agent Subject to Section 12.22, on the Closing Date, each Credit Party shall have receivedduly authorized, with counterparts for each Lender, executed counterparts of the Security Agreements, each dated as of the date hereof, duly executed and delivered by each applicable Obligor thereunder(a) the Security Agreement in the form of Exhibit F (as amended, restated, amended and restated, modified and/or supplemented from time to time, the “Security Agreement”) covering all of such Credit Party’s Security Agreement Collateral, (b) to the extent applicable, the Copyright Security Agreement for filing with the United States Copyright Office, (c) to the extent applicable, the Patent Security Agreement for filing with the United States Patent and Trademark Office and (d) to the extent applicable, the Trademark Security Agreement for filing with the United States Patent and Trademark Office, together with: (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in proper financing statements (Form UCC-1 or the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiaryequivalent) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed filing under the UCC or other appropriate filing offices of all jurisdictions each jurisdiction as may be necessary or, in the reasonable opinion of the Administrative Collateral Agent, desirable desirable, to perfect the security interests of purported to be created by the Administrative Agent pursuant to such foregoing Security AgreementDocuments; (cii) UCC Form UCC-3 termination statements(x) any certificates representing Pledged Interests (as defined in the Security Agreement), if any, necessary to release all Liens together with executed and other rights undated endorsements of transfer and (y) any promissory notes endorsed in blank; provided that (A) 100% of the total outstanding non-voting stock and not more than 65% of the total outstanding voting stock in or of any Person (i) in any collateral described in any security agreement previously granted by any Person, and (ii) securing any first-tier Excluded Subsidiary of the Indebtedness identified type referred to in Item 7.2.2(bclause (iii) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as definition thereof that is owned directly by the Administrative Agent may reasonably request from such Obligors; andCredit Parties shall be pledged or similarly hypothecated to guarantee or support any Term Loan and (B) none of the stock in or of any Excluded Subsidiary of the type referred to in clause (iv) of the definition thereof shall be pledged or similarly hypothecated to guarantee or support any Term Loan; (diii) certified copies reports as of UCC Requests for Information or Copies (Form UCC-11), or a similar search report, dated a recent date reasonably near to the Closing Date, listing all effective financing statements which and intellectual property security filings that name Holdings or any Obligor of its domestic Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (under its present name and any previous namesi) as the debtorabove, together with copies of such financing statements (none of which shallshall evidence any Lien other than (i) Permitted Liens or (ii) Liens in respect of which the Collateral Agent shall have received reasonably satisfactory termination or other release documentation; and (iv) evidence of the completion of all other recordings and filings of, except or with respect to, each such Security Document as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to Liens permitted perfect and protect the security interests intended to be created by each such Security Document; and each such Security Document shall be in full force and effect; provided that, (i) to the extent any security interest under a Security Document (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement or the delivery or possession of certified securities) is not perfected on the Closing Date (x) due to undue burden or expense or (y) after the Borrower has used commercially reasonable efforts to do so, such perfection shall not be a condition to Borrowing on the Closing Date and (ii) any such unperfected security shall be perfected promptly after the Closing Date, and in no event later than 90 days after the Closing Date or such later date as the Administrative Agent, at the direction of Required Lenders, may agree pursuant to Section 7.2.3, evidence a Lien on any collateral described in any Loan Document)12.22.

Security Agreements. The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Security AgreementsAgreement, each dated as of the date hereofClosing Date, duly executed and delivered by the Borrower, Intermediate Holdco and each applicable Obligor thereunderSubsidiary of the Borrower, together with: (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each such Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for if any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities.; (b) Uniform Commercial Code Form UCC-1 financing statements (“Filing Statements Statements”) suitable in form for naming Acquisition Co.Intermediate Holdco, Holdingsthe Borrower, Swift Arizona, Swift Nevada, and each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests of the Administrative Agent pursuant to such Security Agreement;; and (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement Security Agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure ScheduleSchedule and (iii) with respect to any collateral granted by any Obligor in connection with the Bridge Financing, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (d) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search report, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on any collateral described in any Loan Document).

Security Agreements. The Administrative Agent and the Lenders shall have received, with counterparts for each Lender, received executed counterparts of the Security AgreementsAgreement, each dated as of the date hereof, duly executed and delivered by the Borrower and each applicable Obligor thereunderGuarantor, together with: (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) the Borrower or any Guarantor in the case any Subsidiary of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of or such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in HoldingsGuarantor, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any in the case of Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities.; (b) Filing Statements financing statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, the Borrower and each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests of the Administrative Agent Secured Parties pursuant to such the Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in assets of Parent or any security agreement previously granted by any PersonSubsidiary, and or (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure ScheduleSchedule 8.2(a), together with such other UCC Form UCC-3 termination statements as the Administrative Agent and the Lenders may reasonably request from such Obligors; andParent or any Subsidiary; (d) certified copies subject to Section 7.17, landlord access agreements and bailee letters in form and substance satisfactory to the Administrative Agent and the Lenders from each landlord to the Borrower or any Guarantor and each other Person that has possession of UCC Requests for Information or Copies (Form UCC-11)any books and records, or a similar search report, dated a date reasonably near more than $[***] of other Collateral; (e) subject to the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.37.17, evidence a Lien on any collateral described in any Loan Documentthat all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts of the Borrower and each Guarantor are Controlled Accounts (other than Excluded Accounts).

Security Agreements. The Administrative Agent On the Effective Date, (i) Holdings shall have receivedduly authorized, with counterparts for each Lender, executed counterparts of the Security Agreements, each dated as of the date hereof, duly executed and delivered by the Holdings Security Agreement in the form of Exhibit H-1 (as amended, modified or supplemented from time to time, the "Holdings Security Agreement"), (ii) the Borrower shall have duly authorized, executed and delivered the Borrower Security Agreement in the form of Exhibit H-2 (as amended, modified or supplemented from time to time, the "Borrower Security Agreement") and (iii) each applicable Obligor thereunderSubsidiary Guarantor shall have duly authorized, executed and delivered the Subsidiary Security Agreement in the form of Exhibit H-3 (as amended, modified or supplemented from time to time, the "Subsidiary Security Agreement"), in each case covering all of such Credit Party's present and future Security Agreement Collateral, together with: (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in proper Financing Statements (Form UCC-1 or the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiaryequivalent) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly fully executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed filing under the UCC or other appropriate filing offices of all jurisdictions each jurisdiction as may be necessary or, in the reasonable opinion of the Administrative Collateral Agent, desirable to perfect the security interests of the Administrative Agent pursuant purported to such be created by each Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (d) certified copies of UCC Requests for Information or Copies (Form UCC-11)UCC-11 search results, or a similar search report, dated a date reasonably near to the Closing Dateequivalent reports, listing all effective financing statements which that name any Obligor Credit Party or any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (under its present name and any previous namesi) as the debtorabove, together with copies of such other financing statements state- ments that name any Credit Party or any of its Subsidiaries as debtor (none of which shallshall cover the Collateral except to the extent evidencing Permitted Liens or in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, except or with respect to, each Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to Liens permitted perfect the security interests intended to be created by Section 7.2.3each such Security Agreement; and (iv) evidence that all other actions necessary or, evidence a Lien on any collateral described in any Loan Document)the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by each Security Agreement have been taken.

Security Agreements. The Administrative Agent Agents shall have received, with counterparts for each Lender, executed counterparts of the Borrower Security AgreementsAgreement and the Subsidiary Security Agreement, each dated as of the date hereofClosing Date, duly executed by the Borrower and delivered by each applicable Obligor thereunderMaterial Subsidiary that is a U.S. Subsidiary, together with (a) certificates (in the case executed copies of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in the case of Filing Statements naming the Borrower and the Guarantors, in its each Material Subsidiary that is a U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the first (subject to Designated Permitted Liens) priority security interests of the Administrative Agent in the interests of such Obligor in the collateral (other than motor vehicles, motor vehicle trailers, fixtures, Deposit Accounts (as defined in the Borrower Security Agreement) and investment property not constituting Capital Securities pledged pursuant to a Pledge Agreement) pledged pursuant to such Security Agreement; (cb) executed copies of proper UCC termination statements (Form UCC-3 termination statementsUCC-3), if any, necessary to release all Liens (subject to Designated Permitted Liens) and other rights (subject to Designated Permitted Liens) of any Person (i) in any collateral other than leases described in any security agreement Security Agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and; (dc) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search reportreport certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements statements, tax liens and judgment liens which name any such Obligor (under its present name names and any previous names) as the debtor, together with copies of such financing statements (none of debtor and which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on any collateral described are filed in any Loan Document).the jurisdictions in which filings were made pursuant to

Security Agreements. The Administrative Agent shall have received, with counterparts for each Lender, received executed counterparts of the Security AgreementsAgreement, each dated as of the date hereofEffective Date, duly executed and delivered by the Borrowers, Holdco Guarantor and each applicable Obligor thereunderSubsidiary, together with: (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each such Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for if any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities.; (b) Uniform Commercial Code Form UCC-1 financing statements (“Filing Statements Statements”) suitable in form for naming Acquisition Co.each Borrower, Holdings, Swift Arizona, Swift Nevada, the Holdco Guarantor and each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests of the Administrative Agent pursuant to such Security Agreement;; and (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement Security Agreement previously granted by any PersonPerson (other than the Administrative Agent pursuant to the Restated Agreement), and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (d) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search report, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on any collateral described in any Loan Document).

Security Agreements. The Administrative Agent On the Closing Date, each Credit Party shall have receivedduly authorized, with counterparts for each Lender, executed counterparts of the Security Agreements, each dated as of the date hereof, duly executed and delivered by each applicable Obligor thereunder(a) the Security Agreement in the form of Exhibit F (as amended, restated, amended and restated, modified and/or supplemented from time to time, the “Security Agreement”) covering all of such Credit Party’s Security Agreement Collateral, (b) to the extent applicable, the Copyright Security Agreement for filing with the United States Copyright Office, (c) to the extent applicable, the Patent Security Agreement for filing with the United States Patent and Trademark Office and (d) to the extent applicable, the Trademark Security Agreement for filing with the United States Patent and Trademark Office, together with: (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in proper financing statements (Form UCC-1 or the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiaryequivalent) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed filing under the UCC or other appropriate filing offices of all jurisdictions each jurisdiction as may be necessary or, in the reasonable opinion of the Administrative Collateral Agent, desirable desirable, to perfect the security interests of purported to be created by the Administrative Agent pursuant to such foregoing Security AgreementDocuments; (cii) UCC Form UCC-3 termination statements(x) any certificates representing Pledged Interests (as defined in the Security Agreement), if any, necessary to release all Liens together with executed and other rights undated endorsements of transfer and (y) any promissory notes endorsed in blank; provided that 100% of the total outstanding non-voting stock and not more than 65% of the total outstanding voting stock in or of any Person Excluded Subsidiary of the type referred to in clauses (iii) and (iv) of the definition thereof shall be pledged or similarly hypothecated to guarantee or support any Term Loan; (iii) reports as of a recent date listing all effective financing statements that name Holdings or any of its domestic Restricted Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, none of which shall evidence any Lien other than (i) Permitted Liens (as defined in any collateral described this Agreement in effect immediately prior to the Second Amendment Effective Date) or (ii) Liens in respect of which the Collateral Agent shall have received reasonably satisfactory termination or other release documentation; and (iv) evidence of the completion of all other recordings and filings of, or with respect to, each such Security Document as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect and protect the security interests intended to be created by each such Security Document; and each such Security Document shall be in full force and effect; provided that, (i) to the extent any security agreement previously granted interest under a Security Document (other than any Collateral the security interest in which may be perfected by any Personthe filing of a UCC financing statement or the delivery or possession of certified securities) is not perfected on the Closing Date (x) due to undue burden or expense or (y) after the Borrower has used commercially reasonable efforts to do so, such perfection shall not be a condition to Borrowing on the Closing Date and (ii) securing any of such unperfected security shall be perfected promptly after the Indebtedness identified Closing Date, and in Item 7.2.2(b) of no event later than 90 days after the Disclosure Schedule, together with Closing Date or such other UCC Form UCC-3 termination statements later date as the Administrative Agent may reasonably request from such Obligors; and (d) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search report, dated a date reasonably near agree pursuant to the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on any collateral described in any Loan Document)12.22.

Security Agreements. The Administrative Agent Subject to Section 12.22, on the Closing Date, each Credit Party shall have receivedduly authorized, with counterparts for each Lender, executed counterparts of the Security Agreements, each dated as of the date hereof, duly executed and delivered by each applicable Obligor thereunder(a) the Security Agreement in the form of Exhibit F (as amended, restated, amended and restated, modified and/or supplemented from time to time, the “Security Agreement”) covering all of such Credit Party’s Security Agreement Collateral, (b) to the extent applicable, the Copyright Security Agreement for filing with the United States Copyright Office, (c) to the extent applicable, the Patent Security Agreement for filing with the United States Patent and Trademark Office and (d) to the extent applicable, the Trademark Security Agreement for filing with the United States Patent and Trademark Office, together with: (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in proper financing statements (Form UCC-1 or the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiaryequivalent) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed filing under the UCC or other appropriate filing offices of all jurisdictions each jurisdiction as may be necessary or, in the reasonable opinion of the Administrative Collateral Agent, desirable desirable, to perfect the security interests of purported to be created by the Administrative Agent pursuant to such foregoing Security AgreementDocuments; (cii) UCC Form UCC-3 termination statements(x) any certificates representing Pledged Interests (as defined in the Security Agreement), if anytogether with executed and undated endorsements of transfer and (y) any promissory notes endorsed in blank; provided, necessary to release all Liens that (A) 100% of the total outstanding non-voting stock and other rights not more than 65% of the total outstanding voting stock in or of any Person first-tier Excluded Subsidiary of the type referred to in clause (iii) of the definition thereof that is owned directly by the Credit Parties shall be pledged or similarly hypothecated to guarantee or support any Term Loan and (B) none of the stock in or of any Excluded Subsidiary of the type referred to in clause (iv) of the definition thereof shall be pledged or similarly hypothecated to guarantee or support any Term Loan; (iii) reports as of a recent date listing all effective financing statements and intellectual property security filings that name Holdings or any of its domestic Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, none of which shall evidence any Lien other than (i) Permitted Liens or (ii) Liens in any collateral described respect of which the Collateral Agent shall have received reasonably satisfactory termination or other release documentation; and (iv) evidence of the completion of all other recordings and filings of, or with respect to, each such Security Document as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect and protect the security interests intended to be created by each such Security Document; and each such Security Document shall be in full force and effect; provided, that, (i) to the extent any security agreement previously granted interest under a Security Document (other than any Collateral the security interest in which may be perfected by any Personthe filing of a UCC financing statement or the delivery or possession of certified securities) is not perfected on the Closing Date (x) due to undue burden or expense or (y) after the Borrower has used commercially reasonable efforts to do so, such perfection shall not be a condition to Borrowing on the Closing Date and (ii) securing any of such unperfected security shall be perfected promptly after the Indebtedness identified Closing Date, and in Item 7.2.2(b) of no event later than 90 days after the Disclosure Schedule, together with Closing Date or such other UCC Form UCC-3 termination statements later date as the Administrative Agent may reasonably request from such Obligors; and (d) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search report, dated a date reasonably near agree pursuant to the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on any collateral described in any Loan Document)12.22.

Security Agreements. The Administrative Agent shall have received, with counterparts for each Lender, received executed counterparts of the Security AgreementsAgreement, each dated as of the date hereofRestatement Date, duly executed and delivered by Holdings, the Borrower and each applicable Obligor thereunderSubsidiary, together with: (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) Holdings, the Borrower or any Subsidiary in the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in HoldingsSubsidiaries, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any in the case of Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities.; (b) Filing Statements financing statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, the Borrower and each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests of the Administrative Agent Lenders pursuant to such the Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in assets of Holdings, the Borrower or any security agreement previously granted by any PersonSubsidiary, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure ScheduleSchedule 8.2(b), together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such ObligorsHoldings, the Borrower or any Subsidiary; (d) landlord access agreements and bailee letters in form and substance satisfactory to the Administrative Agent from each landlord to and mortgagee of Holdings, the Borrower or any Subsidiary; and (de) certified copies evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts of UCC Requests for Information or Copies (Form UCC-11)Holdings, or a similar search report, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Obligor (under its present name Borrower and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on any collateral described in any Loan Document)each Subsidiary are Controlled Accounts.

Security Agreements. The Administrative Agent Arranging Agents shall have received, with counterparts for each Lender, ------------------- received executed counterparts of the Borrower Security AgreementsAgreement, each dated as of the date hereof, duly executed and delivered by each applicable Obligor thereunderthe Borrower, together with (a) certificates executed copies of Uniform Commercial Code financing statements (in the case of Capital Securities that are certificated securities (as defined in the UCCForm UCC-1)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in the case of , naming the Borrower and as the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents documents, to be filed under the UCC Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of the Administrative AgentArranging Agents, desirable to perfect the security interests of the Administrative Agent pursuant to such Security Agreement; (cb) UCC executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person Person (i) in any collateral described in any security agreement such Security Agreement previously granted by any Person, and and (ii) securing any of the Indebtedness identified in Item ---- 7.2.2(b) ("Indebtedness to be Paid") of the Disclosure Schedule, -------- together with such other UCC Uniform Commercial Code Form UCC-3 termination statements as the Administrative Agent Arranging Agents may reasonably request from such Obligorsthe Borrower; and (dc) certified copies of UCC Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search reportreport certified by a party acceptable to the Arranging Agents, dated a date reasonably near to the Closing Datedate of the initial Credit Extension, listing all effective financing statements which name the Borrower or any Obligor Restricted Subsidiary (or any predecessor thereto), as the case may be (under its present name and any previous names) ), as the debtordebtor and which are filed in the jurisdictions in which filings were made pursuant to clause (a) above, ---------- together with copies of such financing statements (none of which shall(other than those described in clause (a), except with respect if such Form UCC-11 or search report, ---------- as the case may be, is current enough to Liens permitted by Section 7.2.3, evidence a Lien on list such financing statements described in clause (a)) shall cover any collateral described in any Loan Documentsuch ---------- Security Agreement).

Security Agreements. The Administrative Agent (a) On the Initial Borrowing Date, each U.S. Credit Party shall have receivedduly authorized, with counterparts for each Lender, executed counterparts of the Security Agreements, each dated as of the date hereof, duly executed and delivered by each applicable Obligor thereunder, together with (a) certificates (the U.S. Security Agreement in the case form of Capital Securities that are certificated securities Exhibit I (as amended, modified or supplemented from time to time, the “U.S. Security Agreement”) covering all of such U.S. Credit Party’s Security Agreement Collateral (as defined in the UCCU.S. Security Agreement)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor , together with: (i) in proper financing statements (Form UCC-1 or the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiaryequivalent) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed filing under the UCC or other appropriate filing offices of all jurisdictions each jurisdiction as may be necessary or, in the reasonable opinion of the Administrative Collateral Agent, desirable desirable, to perfect the security interests of purported to be created by the Administrative Agent pursuant to such U.S. Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (d) certified copies of UCC Requests requests for Information information or Copies copies (Form UCC-11), or equivalent reports as of a similar search report, dated a date reasonably near to the Closing Daterecent date, listing all effective financing statements that name Aleris or any of its Domestic Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above and in such other jurisdictions in which name any Obligor (under its present name and any previous names) as Collateral is located on the debtorInitial Borrowing Date, together with copies of such other financing statements that name Aleris or any of its Domestic Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); and (iii) all other documents or filings necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the U.S. Security Agreement, and the U.S. Security Agreement shall be in full force and effect. (b) On the Initial Borrowing Date, each Canadian Credit Party shall, except to secure the ABL Obligations of the Canadian Credit Parties hereunder and under the other Credit Documents, have duly authorized, executed and delivered such security agreements, documents and instruments (including, without limitation, Mortgages of the Real Property located in Canada and listed on Schedule V hereof) as may be reasonably required by the Joint Lead Arrangers (based on advice of local counsel), with the intent being that the Lenders receive, to secure the ABL Obligations of the Canadian Credit Parties hereunder and under the other Credit Documents, valid and enforceable first priority, perfected security interests or charges (or, in the province of Quebec, a valid and enforceable hypothec) in all or substantially all of the assets owned by the Canadian Credit Parties in which it is practicable (in accordance with requirements of local law and taking into account such cost and practicality considerations as may be agreed by the Joint Lead Arrangers) to obtain such security interests or charges (as determined by the Joint Lead Arrangers, based on advice of local counsel). All security documentation to be executed and delivered by the Canadian Credit Parties pursuant to the immediately preceding sentence (each, as amended, modified, restated and/or supplemented from time to time, a “Canadian Security Agreement” and, collectively, the “Canadian Security Agreements”) shall (i) be prepared by local counsel reasonably satisfactory to the Joint Lead Arrangers, (ii) be in form and substance reasonably satisfactory to the Joint Lead Arrangers and (iii) be in full force and effect on the Initial Borrowing Date. In connection with the execution and delivery of the Canadian Security Agreements, the Canadian Borrowers and/or the respective Canadian Subsidiary Guarantor shall take such actions as may be necessary or desirable under local law (as advised by local counsel) to create, maintain, effect, perfect, preserve, maintain and protect the security interests or charges granted (or purported to be granted) thereby (including, without limitation, taking actions analogous to those described in Section 6.09 with respect to Liens permitted by the Pledge Agreement Collateral and Section 7.2.3, evidence a Lien on any collateral 6.11(a) with respect to the U.S. Security Agreement Collateral described in the U.S. Security Agreement), in each case to the extent customary in connection with secured transactions under the laws of the respective jurisdiction or deemed necessary or desirable by the Joint Lead Arrangers based on advice of local counsel. Schedule VI sets forth all Canadian Security Agreements to be executed and delivered on the Initial Borrowing Date. (c) On the Initial Borrowing Date, the European Borrower and each European Subsidiary Guarantor shall, to secure the ABL Obligations of the European Credit Parties hereunder and under the other Credit Documents, have duly authorized, executed and delivered such security agreements, documents and instruments as may reasonably be required by the Administrative Agent (based on advice of local counsel), with the intent being that the Lenders receive, to secure the ABL Obligations of the European Credit Parties hereunder and under the other Credit Documents, valid and enforceable first priority, perfected security interests or charges in all or substantially all of the assets owned by the European Credit Parties in which it is practicable and economical (in accordance with requirements of local law and taking into account such cost and practicality considerations as may be agreed by the Administrative Agent) to obtain such security interests or charges (as determined by the Administrative Agent, based on advice of local counsel). All security documentation to be executed and delivered by the European Credit Parties pursuant to the immediately preceding sentence, as well as all security documentation entered into by any Loan DocumentEuropean Subsidiary Guarantor after the Initial Borrowing Date pursuant to Section 10.11 (each, as amended, modified, restated and/or supplemented from time to time, a “European Security Agreement” and, collectively, the “European Security Agreements”), shall (i) be prepared by local counsel reasonably satisfactory to the Administrative Agent and the Collateral Agent, (ii) be in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent and (iii) be in full force and effect on the Initial Borrowing Date or, in the case of any European Subsidiary Guarantor, such later date determined pursuant to Section 10.11. In connection with the execution and delivery of the European Security Agreements, the European Borrower and/or the respective European Subsidiary Guarantor shall take such actions as may be necessary or desirable under local law (as advised by local counsel) to create, maintain, effect, perfect, preserve, maintain and protect the security interests or charges granted (or purported to be granted) thereby (including, without limitation, taking actions analogous to those described in Section 6.09 with respect to the Pledge Agreement Collateral, Section 6.11(a) with respect to the U.S. Security Agreement Collateral described in the U.S. Security Agreement and in Section 6.12 with respect to the ABL Creditor Mortgages covering U.S. Mortgaged Properties), in each case to the extent customary in connection with secured transactions under the laws of the respective jurisdiction or deemed necessary or desirable by the Administrative Agent based on advice of local counsel. Schedule VI sets forth all European Security Agreements to be executed and delivered on the Initial Borrowing Date.

Security Agreements. The Administrative Agent On the Closing Date, each Credit Party shall have receivedduly authorized, with counterparts for each Lender, executed counterparts of the Security Agreements, each dated as of the date hereof, duly executed and delivered by each applicable Obligor thereunder, together with (a) certificates (the Security Agreement substantially in the case form of Capital Securities that are certificated securities Exhibit G (as defined in amended, modified, restated and/or supplemented from time to time, the UCC)“Security Agreement”) evidencing covering all of the issued such Credit Party’s present and outstanding Capital Securities owned by each Obligor future Collateral referred to therein, and shall have delivered: (i) in proper financing statements (Form UCC-1 or the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiaryequivalent) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, authorized for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed filing under the UCC or other appropriate filing offices of all jurisdictions each jurisdiction as may be reasonably necessary or, in the opinion of the Administrative Agent, or desirable to perfect the security interests of purported to be created by the Administrative Agent pursuant to such Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (dx) certified copies of UCC Requests a recent date of requests for Information information or Copies copies (Form UCC-11UCC-1), or equivalent reports as of a similar search report, dated a date reasonably near to the Closing Daterecent date, listing all effective financing statements which that name the Borrower or any Obligor other Credit Party as debtor and that are filed in the jurisdictions referred to in clause (under its present name and any previous namesi) as the debtorabove, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shallshall cover any of the Collateral except to the extent evidencing Permitted Liens, except (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Liens permitted the Borrower or any other Credit Party in each jurisdiction as the Agents may reasonably require; and (iii) a duly authorized and executed Perfection Certificate; provided that to the extent any Collateral is not provided on the Closing Date and to extent Holdings, the Borrower and their Restricted Subsidiaries have used commercially reasonable efforts to provide such Collateral, the provisions of this Section 6.08 shall be deemed to have been satisfied and the Credit Parties shall be required to provide such Collateral in accordance with the provisions set forth in Section 9.13 if, and only if, each Credit Party shall have executed and delivered the Security Agreement and the Agent shall have a perfected security interest in all Collateral of the type for which perfection may be accomplished by Section 7.2.3, evidence filing a Lien on any collateral described in any Loan DocumentUCC financing statement or possession of equity securities of Restricted Subsidiaries (other than Immaterial Subsidiaries).

Security Agreements. The Administrative Agent Lender shall have received, with counterparts for each Lender, received executed counterparts of the Security AgreementsAgreement, each dated as of the date hereof, duly executed and delivered by Holdings, the Borrower and each applicable Obligor thereunderSubsidiary, together with (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) Holdings, the Borrower or any Subsidiary in the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in HoldingsSubsidiaries, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any in the case of Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent Lender that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties Lender in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements financing statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, the Borrower and each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent Lender as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the Administrative AgentLender, desirable to perfect the security interests of the Administrative Agent Lender pursuant to such the Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in assets of Holdings, the Borrower or any security agreement previously granted by any PersonSubsidiary, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure ScheduleSchedule 8.2(b), together with such other UCC Form UCC-3 termination statements as the Administrative Agent Lender may reasonably request from such ObligorsHoldings, the Borrower or any Subsidiary; (d) landlord access agreements and bailee letters in form and substance satisfactory to the Lender from each landlord to and mortgagee of Holdings, the Borrower or any Subsidiary; and (de) certified copies evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts of UCC Requests for Information or Copies (Form UCC-11)Holdings, or a similar search report, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Obligor (under its present name Borrower and any previous names) as the debtor, together with copies of such financing statements (none of which shall, except with respect to Liens permitted by Section 7.2.3, evidence a Lien on any collateral described in any Loan Document)each Subsidiary are Controlled Accounts.

Security Agreements. The Administrative Agent (a) On the Initial Borrowing Date, each U.S. Credit Party shall have receivedduly authorized, with counterparts for each Lender, executed counterparts of the Security Agreements, each dated as of the date hereof, duly executed and delivered by each applicable Obligor thereunder, together with (a) certificates (the U.S. Security Agreement in the case form of Capital Securities that are certificated securities Exhibit H-1 (as defined in amended, modified, restated and/or supplemented from time to time, the UCC)“U.S. Security Agreement”) evidencing covering all of the issued such Credit Party’s present and outstanding Capital Securities owned by each Obligor future Collateral referred to therein, and shall have delivered: (i) in proper financing statements (Form UCC-1 or the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiaryequivalent) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, authorized for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed filing under the UCC or other appropriate filing offices of all jurisdictions each jurisdiction as may be necessary or, in the reasonable opinion of the Administrative AgentAgent or either Joint Lead Arranger, desirable desirable, to perfect the security interests of purported to be created by the Administrative Agent pursuant to such U.S. Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (d) certified copies of UCC Requests requests for Information information or Copies copies (Form UCC-11), or equivalent reports as of a similar search report, dated a date reasonably near to the Closing Daterecent date, listing all effective financing statements which that name Holdings or any Obligor of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (under its present name and any previous namesi) as the debtorabove, together with copies of such other financing statements that name Holdings or any of its Subsidiaries as debtor (none of which shallshall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, except or with respect to, the U.S. Security Agreement as may be necessary or, in the reasonable opinion of the Administrative Agent or either Joint Lead Arranger, desirable, to Liens permitted perfect (to the extent provided in the U.S. Security Agreement) the security interests purported to be created by Section 7.2.3the U.S. Security Agreement, or evidence that the same shall be ready to be completed promptly following the Initial Borrowing Date; and (iv) evidence that all other actions necessary or, in the reasonable opinion of the Administrative Agent or either Joint Lead Arranger, desirable (including the receipt of the respective control agreements referred to in the U.S. Security Agreement) to perfect (to the extent provided in the U.S. Security Agreement) and protect the security interests purported to be created by the U.S. Security Agreement have been taken (to the extent required to be taken on or prior to the Initial Borrowing Date pursuant to the provisions of the U.S. Security Agreement); and the U.S. Security Agreement shall be in full force and effect. (b) On the Initial Borrowing Date, each Canadian Credit Party shall have duly authorized, executed and delivered a Lien on Canadian Security Agreement in the form of Exhibit H-2 and, where applicable, Quebec Security (collectively, as amended, amended and restated, modified and/or supplemented from time to time, the “Canadian Security Agreement”) covering all of such Canadian Credit Party’s present and future Collateral referred to therein, together with: (i) proper financing statements (PPSA Form 1-C or such other financing statements or similar notices as shall be required by local law), registered under the PPSA in Ontario and each other jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable to perfect the security interests purported to be created by the Canadian Security Agreement; (ii) PPSA inquiry response certificates certified by the Ontario Registrar of Personal Property or any collateral described other equivalent certificate or search report in any Loan Documentother province or territory, listing all effective financing statements that name Holdings or any of its Subsidiaries, or a division or other operating unit of any such Person, as debtor and that are filed in the jurisdictions referred to in said clause (i), together with evidence of the discharge (by a PPSA Form 2-C or such other termination statements as shall be required by local law) of all Liens other than Permitted Liens and acknowledgments and confirmations from secured creditors of such Canadian Credit Party as reasonably requested by the Collateral Agent; (iii) all Securities and Instruments (in each case, as defined in the Canadian Security Agreement) then owned by such Canadian Credit Party and evidenced by certificates or notes (x) endorsed in blank in the case of promissory notes constituting such Instruments, and (y) together with executed and undated endorsements for transfer in the case of Equity Interests constituting certificated Securities; and (iv) evidence of the completion of all other recordings and filings of, or with respect to, the Canadian Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable to perfect the security interests intended to be created by the Canadian Security Agreement; and the Canadian Security Agreement shall be in full force and effect.